TWO BYLAWS CONFLICT- HOW TO RESOLVE IT?

[star1441]

We are a trade organization, some 100 members.

We used to conduct our elections at an annual general meeting- with paper ballots, counting while the members wait, etc.

Three years ago we amended the bylaw and switched to an updated method, mailing our  ballots to our accountant, thus:

:

"The Executive Secretary shall provide a ballot, by first class mail and by email, to each Active member eligible to vote, no later than the first day of May of each year. The voting members shall submit their ballots directly to the Association's accounting firm, by mail in a double envelope, or by fax or email, to arrive no later than 5 PM on the last business day of May. The accounting firm shall count and deliver the results to the Executive Secretary by noon on the third business day in June. The Executive Secretary shall immediately post the results online, and also send them by email to each member"..

 

BUT, we neglected to also amend another section in the Bylaws, that deals with special elections, in case of a vacancy.

Our President died recently, and we found this:

 

..."The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting."...

 

Which is the previous method, which wedo notuseanymore for the annual elections.

 

What shall we follow now, for the vacancy filling election?

 

The old procedure, or the current one?

 

(And yes, later we will amend the vacancy filling election rule to conform).

 

Thanks,,

Yoram

 

 

 

 

[Bruce Lages]

Why can't you do both?  I suspect that in an overwhelming majority of cases, an election to fill a vacancy will occur at a different time than an 'annual election', where you are electing candidates for offices whose terms are already known to be expiring. If you're dealing with a vacancy arising at any other time, then that election is different from the 'annual election'. Use the method your bylaws prescribe for each type of election.

There's also nothing preventing you from amending your bylaws to prescribe only one election format, to be used for both the annual election and a vacancy-filling election, if that's what your organization wants to do. But I don't really see a conflict here.

[Atul Kapur]

First, my condolences to your president's friends and loved ones.

I agree with Mr. Lages. You follow the bylaws on filling a vacancy.

But, to be clear, you are filling the vacancy in the position of Vice-President (or, perhaps, President-Elect, depending on your bylaws). The Vice-President automatically becomes the  President.

"In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president." (RONR 11th ed., p. 458, lines 8-13. Emphasis in original)

I don't know if you have a President-Elect, but if so, "When the bylaws of an organization provide for a president-elect, it is usual to provide also that if the president should be absent, or if the office of the president should become vacant between elections, the president-elect shall preside, if present, or shall fill the vacancy. Unless such provision is made, the first vice-president would preside or complete the president’s term." (RONR 11th ed., p. 457, lines 22-28)

Edited August 10, 2020 at 12:26 AM by Atul Kapur