Elections Cancelled

[Guest Jimmy]

I will attempt to first give you all of the pertinent information, then ask my question.

• Under normal circumstances, our organization conducts 1 annual meeting, where entire membership is invited to participate.
• To conduct business between the 1 annual meeting, we have Executive Committees. Officers of Executive Committees are elected by the full membership and elected for 3-year terms.
• Officers include the President and Vice-President.
• Our bylaws state that the vice-president automatically rolls into the role of the president upon the end of the President's term.
• Our bylaws state the vacancies are to be filled by appointment of the President "for the remainder of the original term".

Due to COVID-19, our annual meeting has been cancelled.

We have an Executive Committee President who's term will end, but without the annual meeting, there will be no election.

Question 1 - Am I correct in assuming that the term expiration would VACATE the position of President? If not vacated, then how should it be treated?

Question 2 - If it shall be treated as vacated, the current Vice-President would fill that spot (not stated in bylaws, but I believe it is in line with RONR -- please correct me if I am incorrect). If not "vacated", would our bylaws stating that the Vice-President automatically rolls into the role of President upon the President's term ending, still mean that the current Vice-President would become President?

Question 3 - (This is the one that I am most unsure). Our current Vice-President has recently let it be known that she wants to resign from the VP position. If she does go through with her resignation, our bylaws call for the VP vacancy to be appointed by the President. This means that, depending on how Questions 1 and 2 above are answered, our current President would basically appoint the next President. Is this correct?

Question 4 - If the VP (whether a resignation happens or not) becomes the President upon the end of the President's term, is it correct in that he/she would then appoint the vacant VP position (again, our bylaws do state that the President appoints any vacant position for the remainder of the original term)?

Question 5 - How long should the appointment last? The language in the bylaws is "for the remainder of the original term". My confusion is only due to the fact that there will have been no election for the elected position to "start the term". If there was an election, then the newly-elected VP resigned the next day, I would see no issue with the appointed VP serving the 2-year+364-day term, then rolling into the President's position for another 3-year term, not ideal, but how our bylaws are setup.

My red flag just seems to go up when (albeit a rare occasion, and I'll illustrate this as the most extreme example) a President can appoint a VP who can then appoint another VP and have 6+ years of elected officials that were appointed without an election.

Question 6 and 7 - Would there be a way for the appointment this year (due to no election) only last for 1-year (instead of the 3-year term) and conduct an election at our 2021 annual meeting, instead of waiting until the 2023 annual meeting? If yes, what process would be necessary for that to occur?

[J. J.]

First, unless the bylaws so provide, the meeting cannot be cancelled. 

How was this meting cancelled?

[Guest Jimmy]

14 minutes ago, J. J. said:

First, unless the bylaws so provide, the meeting cannot be cancelled. 

How was this meting cancelled?

The annual meeting was cancelled by the Board of Directors due to being unable to congregate in crowds the size necessary for us to conduct the meeting (thousands of members). Hotel informed our organization that they could not accommodate our group and the Board of Directors took that information and acted upon that to cancel this year's meeting.

[Josh Martin]

2 hours ago, Guest Jimmy said:

The annual meeting was cancelled by the Board of Directors due to being unable to congregate in crowds the size necessary for us to conduct the meeting (thousands of members). Hotel informed our organization that they could not accommodate our group and the Board of Directors took that information and acted upon that to cancel this year's meeting.

What should be done instead of outright cancelling the meeting in advance (unless the bylaws actually authorize the board to cancel the meeting) would be for a very small number of members (perhaps even one member) to attend the meeting in the hotel parking lot or something and at that time adopt a motion to establish an adjourned meeting (or to simply adjourn). These are some of the handful of procedural actions which may be adopted even in the absence of a quorum.

3 hours ago, Guest Jimmy said:

Question 1 - Am I correct in assuming that the term expiration would VACATE the position of President? If not vacated, then how should it be treated?

Before I can proceed with answering any of these questions, I need to know the exact wording your bylaws use to define the term of office.

Edited September 28, 2020 at 11:31 PM by Josh Martin

[debbokay]

Normally we are required to have our AGM at year end, which was June 2020.... gov't decided to give extensions and we had until end of September 2020 to hold our legally required meeting. As per the latest Public Health order, code orange we are now only able to have 10 meet in a room or outside due to covid.

We are not allowed to cancel due to covid. Our solution is to have enough members volunteer to show up for the AGM and split the rooms into 10 members per room using a laptop for a Zoom meeting. There was no way out of not holding our AGM as it is a requirement by law here.

Meeting is today.

[Josh Martin]

7 hours ago, debbokay said:

Normally we are required to have our AGM at year end, which was June 2020.... gov't decided to give extensions and we had until end of September 2020 to hold our legally required meeting. As per the latest Public Health order, code orange we are now only able to have 10 meet in a room or outside due to covid.

We are not allowed to cancel due to covid. Our solution is to have enough members volunteer to show up for the AGM and split the rooms into 10 members per room using a laptop for a Zoom meeting. There was no way out of not holding our AGM as it is a requirement by law here.

Meeting is today.

We'll respond to your question in its own thread.

Edited September 29, 2020 at 12:50 PM by Josh Martin

[Guest Jimmy]

14 hours ago, Josh Martin said:

Before I can proceed with answering any of these questions, I need to know the exact wording your bylaws use to define the term of office.

Per our bylaws:

Term: The President and Vice President shall serve a three (3) year term. The President and Vice President shall serve in a rotating system as the office of the President is
vacated. Terms of office shall begin at the conclusion of the annual meeting.

[Josh Martin]

13 minutes ago, Guest Jimmy said:

Term: The President and Vice President shall serve a three (3) year term. The President and Vice President shall serve in a rotating system as the office of the President is
vacated. Terms of office shall begin at the conclusion of the annual meeting.

Thank you. Based on these facts, the current terms of office will expire at the usual time.

18 hours ago, Guest Jimmy said:

Question 1 - Am I correct in assuming that the term expiration would VACATE the position of President? If not vacated, then how should it be treated?

The term expiration means that the Vice President will automatically become President, just as would be the case when your President's term ends in normal circumstances. Since this happens automatically, it happens whether or not the election occurs.

18 hours ago, Guest Jimmy said:

Question 2 - If not "vacated", would our bylaws stating that the Vice-President automatically rolls into the role of President upon the President's term ending, still mean that the current Vice-President would become President?

Yes.

18 hours ago, Guest Jimmy said:

Question 3 - (This is the one that I am most unsure). Our current Vice-President has recently let it be known that she wants to resign from the VP position. If she does go through with her resignation, our bylaws call for the VP vacancy to be appointed by the President. This means that, depending on how Questions 1 and 2 above are answered, our current President would basically appoint the next President. Is this correct?

Apparently so.

18 hours ago, Guest Jimmy said:

Question 4 - If the VP (whether a resignation happens or not) becomes the President upon the end of the President's term, is it correct in that he/she would then appoint the vacant VP position (again, our bylaws do state that the President appoints any vacant position for the remainder of the original term)?

Apparently so.

18 hours ago, Guest Jimmy said:

Question 5 - How long should the appointment last? The language in the bylaws is "for the remainder of the original term". My confusion is only due to the fact that there will have been no election for the elected position to "start the term". If there was an election, then the newly-elected VP resigned the next day, I would see no issue with the appointed VP serving the 2-year+364-day term, then rolling into the President's position for another 3-year term, not ideal, but how our bylaws are setup.

My red flag just seems to go up when (albeit a rare occasion, and I'll illustrate this as the most extreme example) a President can appoint a VP who can then appoint another VP and have 6+ years of elected officials that were appointed without an election.

Your bylaws provide that the appointment lasts "for the remainder of the original term," so that is what happens. I agree that the rule in your bylaws, in conjunction with the rather unusual set of facts presented here, creates an unfortunate situation, but that nonetheless appears to be what the bylaws require.

18 hours ago, Guest Jimmy said:

Question 6 and 7 - Would there be a way for the appointment this year (due to no election) only last for 1-year (instead of the 3-year term) and conduct an election at our 2021 annual meeting, instead of waiting until the 2023 annual meeting? If yes, what process would be necessary for that to occur?

I can think of two options to make this occur:

1) Amend the bylaws.

2) If the President and Vice President are willing to cooperate, then adopt a motion at the 2021 annual meeting expressing the assembly's opinion regarding who should be President and Vice President. The President then resigns, the Vice President becomes President, appoints the assembly's choice as President as Vice President, resigns, the assembly's choice as President becomes President, and that President then appoints the assembly's choice as Vice President as Vice President. (This scenario assumes the society does not choose either of the incumbent officers. If the society does choose one or both of the incumbent officers, it may be possible to skip some or all of those steps.)

[Guest Jimmy]

Thank you, Josh!