Pandemic Related Extension of Leadership Term of Office

[George Wyche, Jr]

Based upon an extraordinary circumstance such as this pandemic, may a President/Chairman extend the terms of of office of the current leadership for one additional year when the bylaws otherwise require they be elected annually? If so, under what doctrine could she base this decision?

[Josh Martin]

25 minutes ago, George Wyche, Jr said:

Based upon an extraordinary circumstance such as this pandemic, may a President/Chairman extend the terms of of office of the current leadership for one additional year when the bylaws otherwise require they be elected annually? If so, under what doctrine could she base this decision?

Do the bylaws provide that the officers shall serve "until their successors are elected?" In such a case, the terms are automatically extended until the elections may be completed (which may or may not be for a full year). If the bylaws have no such provision, then neither the President nor anyone else may decide to extend the terms of office of the current officers.

Another potential solution, however, would be to use vacancy filling procedures. If the bylaws provide the board (for example) the authority to fill vacancies, and the board is still able to meet either because smaller meetings are feasible and/or because the board is authorized to meet electronically, that would be a potential solution. Vacancies may be filled preemptively, so the board could choose certain persons (such as the existing officers) to fill the vacancies which will arise if the election cannot be completed on time. If the bylaws are silent on filling vacancies, but the board has "full power and authority" to act for the society in between meetings of the society's membership, this includes the authority to fill vacancies, although in this case the vacancies would be filled only until the election can be completed.

You may also wish to review Official Interpretation 2020-3.

Edited September 23, 2020 at 06:02 PM by Josh Martin

[George Wyche, Jr]

6 minutes ago, Josh Martin said:

Do the bylaws provide that the officers shall serve "until their successors are elected?" In such a case, the terms are extended until the elections may be completed (which may or may not be for a full year). If the bylaws have no such provision, then neither the President nor anyone else may decide to extend the terms of office of the current officers.

Another potential solution, however, would be to use vacancy filling procedures. If the bylaws provide the board (for example) the authority to fill vacancies, and the board is still able to meet either because smaller meetings are feasible and/or because the board is authorized to meet electronically, that would be a potential solution. Vacancies may be filled preemptively, so the board could choose certain persons (such as the existing officers) to fill the vacancies which will arise if the election cannot be completed on time. In this event, these persons will serve until the election can be completed, which once again may or may not be for a full year. If the bylaws are silent on filling vacancies, but the board has "full power and authority" to act for the society in between meetings of the society's membership, this includes the authority to fill vacancies.

In an effort to simplify the question, I did not mention the subject is a large church. All church activities and meetings have been canceled throughout the pandemic. The Pastor would like to have stable leadership to guide the church in its emergence from pandemic related restrictions. The bylaws of the church vary based upon the categories of ministries and organizations, but mostly call for them to be responsible for the election of its own officers on an annual basis. There is no "until their successors are elected," language. However the Bylaws state that the Pastor "is an ex officio officer of all the organizations named, and his leadership is to be recognized in them." Other positions are appointed by the Pastor and ratified by the membership annually.

[Josh Martin]

38 minutes ago, George Wyche, Jr said:

In an effort to simplify the question, I did not mention the subject is a large church. All church activities and meetings have been canceled throughout the pandemic. The Pastor would like to have stable leadership to guide the church in its emergence from pandemic related restrictions. The bylaws of the church vary based upon the categories of ministries and organizations, but mostly call for them to be responsible for the election of its own officers on an annual basis. There is no "until their successors are elected," language. However the Bylaws state that the Pastor "is an ex officio officer of all the organizations named, and his leadership is to be recognized in them." Other positions are appointed by the Pastor and ratified by the membership annually.

Based on this information, it is not possible to extend the terms of the current officers. The next option to look at is filling vacancies.

What, if anything, do the bylaws say regarding filling vacancies?

[George Wyche, Jr]

13 minutes ago, Josh Martin said:

Based on this information, it is not possible to extend the terms of the current officers. The next option to look at is filling vacancies.

What, if anything, do the bylaws say regarding filling vacancies?

In the case of a Standing Committee, the Chairperson of that standing committee shall designate a replacement and report the selection at the next Quarterly Business Meeting. In the case of organizations and ministries (e.g., Music Ministry, Missions, Food Pantry, etc.), vacancies are not addressed. In others, for example, the Deacon Board, vacancies amongst Deacons is addressed, but vacancies in Deacon Leadership (i.e., Chair, Vice-Chair, Secretary, Treasurer) is not addressed.

[Josh Martin]

1 hour ago, George Wyche, Jr said:

In the case of a Standing Committee, the Chairperson of that standing committee shall designate a replacement and report the selection at the next Quarterly Business Meeting. In the case of organizations and ministries (e.g., Music Ministry, Missions, Food Pantry, etc.), vacancies are not addressed. In others, for example, the Deacon Board, vacancies amongst Deacons is addressed, but vacancies in Deacon Leadership (i.e., Chair, Vice-Chair, Secretary, Treasurer) is not addressed.

So it seems there are an awful lot of positions involved here and the method by which vacancies are filled (and the means by which the positions are appointed in the first place) varies considerably among them.

1.) For those positions where vacancies are addressed, the vacancies may be filled in that manner. The vacancies certainly could be filled by the people currently in the office. This is not an extension of their current term, but is an appointment to a new term.

2.) For those positions where vacancies are not addressed, another possibility is if the board has "full power and authority" to act for the church between meetings of the church's membership. If so, the board could use that power to fill vacancies, except that the appointments would be in effect only until the election can be completed. The vacancies could also be filled in the same manner that the positions are appointed to begin with.

[George Wyche, Jr]

1 hour ago, Josh Martin said:

So it seems there are an awful lot of positions involved here and the method by which vacancies are filled (and the means by which the positions are appointed in the first place) varies considerably among them.

1.) For those positions where vacancies are addressed, the vacancies may be filled in that manner. The vacancies certainly could be filled by the people currently in the office. This is not an extension of their current term, but is an appointment to a new term.

2.) For those positions where vacancies are not addressed, another possibility is if the board has "full power and authority" to act for the church between meetings of the church's membership. If so, the board could use that power to fill vacancies, except that the appointments would be in effect only until the election can be completed. The vacancies could also be filled in the same manner that the positions are appointed to begin with.

Understood. there is no body that has "full power and authority" to act for the church between meetings. The Bylaws provide that the Pastor is responsible for leading the Church both spiritually and administratively. The Pastor shall provide guidance and leadership to the congregations and organizations.

The Pastor derives his powers through a delegation of authority from the membership. What would be the effect of the members ratifying the Pastor's decision at a Business Meeting?

[Josh Martin]

14 minutes ago, George Wyche, Jr said:

What would be the effect of the members ratifying the Pastor's decision at a Business Meeting?

I'm not entirely certain what decision you are asking about, but the effect of the motion to ratify generally is to make the action valid.

"The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly." RONR (12th ed.) 10:54

[smb]

It is beyond the scope of this forum, but if your congregation is incorporated you should also check with an attorney familiar with the nonprofit code of your state.  Many, such as California, have provisions that keep directors in office until their successors are elected.

[Nathan Zook]

On 9/27/2020 at 9:33 AM, smb said:

It is beyond the scope of this forum, but if your congregation is incorporated you should also check with an attorney familiar with the nonprofit code of your state.  Many, such as California, have provisions that keep directors in office until their successors are elected.

Additionally, the structure you describe is quite complex.  It is probably worthwhile to have a Professional Registered Parliamentarian go over your bylaws to see what can be done.  In particular, I am nervous about Mr. Martin's view about filling vacancies as such rules often provide for vacancies to be filled by the remainder of a body all of which go out of office at the same time.  Exact wordings of each relevant portion of the bylaws are going to be very important.

 

[Atul Kapur]

12 hours ago, Nathan Zook said:

Professional Registered Parliamentarian

and / or a Certified Professional Parliamentarian

[Dan Honemann]

 ... and in either case, hope that you get a parliamentarian.