Potential bylaw infraction? Elections of officers

[Zweefer]

Some quick background: I am a member of a local association that meets once a month. Our bylaws currently state that elections be held in January with only dues paid members voting in person to elect our officers.   The term of said election is one year. Officers have a two term limit.  Due to COVID restrictions here, we were forced to stop meeting last June 2020, and only resumed virtually last month (Feb). 

During our last meeting, a motion was made to allow the elected officers to stay on in 2021 as if it was part of 2020, so no penalty would be incurred as far as term limit eligibility would be concerned.   The general idea behind it was it was unfair to the current officers as they did not serve a full term, and as we are meeting digitally via zoom, an election in person would most likely not happen until June or July, thus being unfair to whomever was elected this year (if different from our current officers).  

An amendment was proposed to allow the officers to stay, but have it count towards the two year limit, effectively preventing them from running next year (They were all elected to their first term in 2020).  This was voted on and failed, leaving the motion in place to keep officers for the year, and allow them to run next year.  The motion passed overwhelmingly, with only a few votes against.

My questions are, would this count as a change to the bylaws, or not?   If so, as bylaws cannot be suspended, could such a motion even be allowed?  Assuming the ruling is this should not have been allowed, how could such a thing be accomplished? 

Thanks in advance for your responses!

[Josh Martin]

5 minutes ago, Zweefer said:

Some quick background: I am a member of a local association that meets once a month. Our bylaws currently state that elections be held in January with only dues paid members voting in person to elect our officers.   The term of said election is one year. Officers have a two term limit.  Due to COVID restrictions here, we were forced to stop meeting last June 2020, and only resumed virtually last month (Feb). 

During our last meeting, a motion was made to allow the elected officers to stay on in 2021 as if it was part of 2020, so no penalty would be incurred as far as term limit eligibility would be concerned.   The general idea behind it was it was unfair to the current officers as they did not serve a full term, and as we are meeting digitally via zoom, an election in person would most likely not happen until June or July, thus being unfair to whomever was elected this year (if different from our current officers).  

An amendment was proposed to allow the officers to stay, but have it count towards the two year limit, effectively preventing them from running next year (They were all elected to their first term in 2020).  This was voted on and failed, leaving the motion in place to keep officers for the year, and allow them to run next year.  The motion passed overwhelmingly, with only a few votes against.

My questions are, would this count as a change to the bylaws, or not?   If so, as bylaws cannot be suspended, could such a motion even be allowed?  Assuming the ruling is this should not have been allowed, how could such a thing be accomplished? 

Do your bylaws or applicable law or executive orders authorize electronic meetings?

Also, what is the exact wording of your bylaws in regards to the term limit? You at one point refer to it as a two term limit and at another point refer to it as a two year limit, which is not exactly the same thing. Additionally, it is important to know whether the bylaws provide that officers serve "until their successors are elected."

If officers continue to serve due to an "until their successors are elected" clause and also due to a failure to hold elections, this is not actually an additional term. Rather, it is an extension of the existing term. So in such a case, it may well be that the extra service does not "count against" the term limit.

On the other hand, if the bylaws say that it is a two year limit, that is very different, since a year is a year, whether or not the society did anything during that year.

Finally, if an election is actually conducted, that would be a new term, and nothing short of an amendment to the bylaws would be able to get around that.

[Zweefer]

1 minute ago, Josh Martin said:

Do your bylaws or applicable law or executive orders authorize electronic meetings?

Also, what is the exact wording of your bylaws in regards to the term limit? You at one point refer to it as a two term limit and at another point refer to it as a two year limit, which is not exactly the same thing. Additionally, it is important to know whether the bylaws provide that officers serve "until their successors are elected."

If officers continue to serve due to an "until their successors are elected" clause and also due to a failure to hold elections, this is not actually an additional term. Rather, it is an extension of the existing term. So in such a case, it may well be that the extra service does not "count against" the term limit.

On the other hand, if the bylaws say that it is a two year limit, that is very different, since a year is a year, whether or not the society did anything during that year.

Finally, if an election is actually conducted, that would be a new term, and nothing short of an amendment to the bylaws would be able to get around that.

Nothing is stated regarding electronic meetings.  The group will most likely move to fix this within the next month or two depending on discussion. 

Here is the exact wording of the bylaws:

ARTICLE VIII
Terms of Office 

Section 1. President, Vice-President and Secretary shall be elected to office for a one-year term. The Treasurer shall be elected to office for a two-year term. If the Secretary and Treasurer are combined, the term for each shall be two years  

Section 2. President and Vice President can hold office for a maximum of 2 consecutive terms. The Secretary and Treasurer shall have no term limits.  Previously elected officers may be re-elected after a two-year interval.  

Section 3. Should an officer leave his/her position, the president shall appoint a member to complete the remaining term. If the appointed member seeks to continue in the position, this appointment will not count against the serving of consecutive terms. 

Section 4. An officer leaves his/her position, by informing the President of his/her intent or by missing 3 consecutive meetings. 

Section 5. If the president leaves his/her position, the Vice President serves the remainder of the term.

 

 ARTICLE IX.
Elections 

Section 1. The election of officers shall take place at the Meeting in January. 

Section 2. Paid members present shall be necessary for election.

 

Thats it.

[Josh Martin]

3 minutes ago, Zweefer said:

Nothing is stated regarding electronic meetings.  The group will most likely move to fix this within the next month or two depending on discussion. 

Okay, but if the bylaws (or applicable law or executive order) do not currently authorize electronic meetings, you could only fix this at an in-person meeting.

5 minutes ago, Zweefer said:

 

Section 1. President, Vice-President and Secretary shall be elected to office for a one-year term. The Treasurer shall be elected to office for a two-year term. If the Secretary and Treasurer are combined, the term for each shall be two years  

Section 2. President and Vice President can hold office for a maximum of 2 consecutive terms. The Secretary and Treasurer shall have no term limits.  Previously elected officers may be re-elected after a two-year interval.  

Section 3. Should an officer leave his/her position, the president shall appoint a member to complete the remaining term. If the appointed member seeks to continue in the position, this appointment will not count against the serving of consecutive terms. 

Section 4. An officer leaves his/her position, by informing the President of his/her intent or by missing 3 consecutive meetings. 

Section 5. If the president leaves his/her position, the Vice President serves the remainder of the term.

Thank you. Based on these additional facts, my conclusion is that there is no way to have the time "not count" against the term limits except by amending the bylaws, since there is no "until their successors are elected" clause, so the only way for these persons to serve in office is to elect them to a new term. The vacancy filling procedures could be used in the interim until the elections can be completed, and the bylaws specifically provide that such appointments shall not count against the serving of consecutive terms, but at some point the elections will be completed.

[Zweefer]

Thank you for your insight!

I can assure you we will be moving to amend the bylaws to fill in these areas as soon as we can.