Filling a Vacancy

[Guest Karen]

The bylaws appear ambiguous or read in conflict, in that, it is first stated that the vacancy in an office shall be "temporarily" filled by the affirmative vote of a majority of the Board of Directors until such time of an election of the members acting at the Annual or Special Meeting.  However, the same bylaw then states that a Director elected to fill a vacancy shall be elected for the "unexpired term" of the predecessor in office. 

QUESTION: Does the elected member have the right to fulfill the entire unexpired term of the vacant office, or does the member temporarily serve in the position, only until an election is held at the next annual or Special meeting?   

[Guest Puzzling]

5 hours ago, Guest Karen said:

The bylaws appear ambiguous or read in conflict, in that, it is first stated that the vacancy in an office shall be "temporarily" filled by the affirmative vote of a majority of the Board of Directors until such time of an election of the members acting at the Annual or Special Meeting.  However, the same bylaw then states that a Director elected to fill a vacancy shall be elected for the "unexpired term" of the predecessor in office. 

QUESTION: Does the elected member have the right to fulfill the entire unexpired term of the vacant office, or does the member temporarily serve in the position, only until an election is held at the next annual or Special meeting?   

Can you quote verbatim what is in your bylaws (also quote verbatim what it says about the terms of office, about removing officers from office )

In principle it is up to the organization to interpret their bylaws but we can give hints

[Guest Karen]

I tried to respond to "Puzzling", but did so in that status under "Quote".  I could not see my response once I submitted it, so I am repeating my response in a separate reply...

After reviewing the bylaw again, it now appears to me that both actions must take place.  That is 1) The Board of Directors shall temporarily fill the vacancy until an election is held at the next prescribed Business meeting and then 2) The Director elected to fill the vacancy shall serve in that position for the unexpired term.  Here is the bylaw that I am referring to:

Any vacancy occurring on the Board of Directors shall be temporarily filled by the affirmative vote of a majority of the Board of Directors until such time that there shall be an election of the members acting at the Annual, Pre-Season or Special Meeting.  Voting may also occur by mail ballot or email ballot.  A Director elected to fill a vacancy shall be elected for the unexpired term of her predecessor in office.  Once fulfilling the unexpired term of office, nothing shall then preclude this Director from running for a full term of office to the same position.

[Guest Karen]

I want to provide a bit of background.  The 1st VP resigned creating a vacancy.  In accordance to the bylaws, the 2nd VP assumed the duties of the 1st VP, which I believe then created a vacancy in the office of the 2nd VP.  For the time being...the new 1st VP has continued the duties of the office of the 2nd VP, even though the bylaws prohibit any member from holding more than one elected office at the same time. 

Here is the bylaw for the 2nd VP:

The 2nd Vice President is expected to attend all meetings of the Board and shall chair the Nominating Committee unless running for an office. The 2nd Vice President should oversee family support programs for the Association and act as the spokesperson for the Association after appropriate committee consultation. If the 1st vice President cannot perform the duties of the office, the 2nd Vice President shall assume the duties of that office. In the event that the 2nd Vice President cannot perform the duties of the office, the Board of Directors will appoint a person to fill the position until a special election can be held or until the next scheduled business meeting.

QUESTION:  Does the former 2nd VP now serve in the office of the 1st VP throughout that unexpired term?  Or is this also a temporary status, with the requirement of an election needing to take place at the next Business meeting as described in the bylaw that speaks to vacancy? 

 

 

[Richard Brown]

1 hour ago, Guest Karen said:

After reviewing the bylaw again, it now appears to me that both actions must take place.  That is 1) The Board of Directors shall temporarily fill the vacancy until an election is held at the next prescribed Business meeting and then 2) The Director elected to fill the vacancy shall serve in that position for the unexpired term.

Yes, that is correct. 

1 hour ago, Guest Karen said:

QUESTION:  Does the former 2nd VP now serve in the office of the 1st VP throughout that unexpired term?  Or is this also a temporary status, with the requirement of an election needing to take place at the next Business meeting as described in the bylaw that speaks to vacancy? 

Based on the excerpts from your bylaws that you have provided, I cannot tell for sure because your bylaws do not explicitly say that the second vice president becomes first vice president. Based upon what you have provided, that is my assumption, but I am making that assumption without having read the rest of your bylaws.  If there are other applicable bylaw provisions, please post them.

Ultimately, it is up to each organization to interpret it’s own bylaws.We can point out some principles of interpretation contained in RONR and we can give you our opinions, but it is ultimately up to your members to interpret your bylaws.

 

 

 

[Guest Karen]

 

Actually the bylaws say that the 2nd VP shall "assume the duties" of the 1st VP.   The second bylaw that I provided states....If the 1st vice President cannot perform the duties of the office, the 2nd Vice President shall assume the duties of that office.   

Does "assume the duties" meat the same definition as "fill the office"?  Does this mean that the new 1st VP is to serve in that position for the remainder of the unexpired term OR does the vacancy bylaw kick in to dictate that an election must occur, even for the 1st VP position?

 

 

[Atul Kapur]

Those are good questions for your association to answer. I would add another one: does "the 1st vice President cannot perform the duties of the office" mean the same thing as the office is vacant or does it only refer to a situation where the vice president is still in the office but unable to perform the duties?

[Guest Puzzling]

3 hours ago, Guest Karen said:

the bylaws prohibit any member from holding more than one elected office at the same time

I did not see the bylaws text about this prohibition,  but I do think that the combination will mean that all the vice presidents go up one rank and the lowest becomes vacant. 

In my opinion you cannot assume more than one elected office at any time.

Maybe best to appoint one more vice president than there are vice-president offices to fill :)

[Richard Brown]

4 minutes ago, Guest Puzzling said:

Maybe best to appoint one more vice president than there are vice-president offices to fill

Seriously???

[Guest Puzzling]

43 minutes ago, Richard Brown said:

Seriously???

If say the  first , 2nd and 3rd  vice presidents all have  special tasks (like being the chair of some standing Committee) then to ensure continuity in the special tasks from the 3rd vice president it might be handy to have a 4th one waiting at the side.

 

[Richard Brown]

Just now, Guest Puzzling said:

If say the  first , 2nd and 3rd  vice presidents all have  special tasks (like being the chair of some standing Committee) then to ensure continuity in the special tasks from the 3rd vice president it might be handy to have a 4th one waiting at the side.

 

So, you are actually suggesting that they amend their bylaws to provide for an extra vice president with no duties whatsoever except to move up the VP chain one notch in the event of a vacancy?  You do realize that this organization's bylaws permit the board to appoint someone to fill such a vacancy until there can be an election to elect someone to complete the term, right?

I also want to emphasize that we have not seen any language which says that the vice presidents actually move up the chain in the event of a vacancy.  It may well be, based on what we have seen, that they do not move up and that a vacancy is filled temporarily by the board and then by an election rather than by the next vice president in line actually succeeding to the vacated position the way RONR recommends.  The bylaw provisions we have seen are  not at all clear on that point.

[Guest Karen]

The bylaws only say what they say, as I have presented to you.  The 2nd VP assumes the duties of the 1st VP.  I'm trying to get advise on how and if the vacancy bylaw affects the new 1st VP.  Where in RONR does it speak to the move up of officers as you describe?

[Richard Brown]

7 minutes ago, Guest Karen said:

Where in RONR does it speak to the move up of officers as you describe?

In sections 47:29 and 56:32.  You might also take note of 47:30 if you don't like the idea of each vice president moving up the chain one notch in the event of a high level vacancy.

[Guest Karen]

Thank you for the RONR references.  It seems the only vacancy is that of the 2nd VP position.  Is it also interpreted that the vacancy bylaw (provided above) does not apply to the 1st VP position, since the 2nd VP automatically moves up, per the 2nd VP bylaw provided above?   

[Guest Puzzling]

12 hours ago, Guest Karen said:

The bylaws only say what they say, as I have presented to you.  The 2nd VP assumes the duties of the 1st VP.  I'm trying to get advise on how and if the vacancy bylaw affects the new 1st VP.  Where in RONR does it speak to the move up of officers as you describe?

 

17 hours ago, Guest Karen said:

The bylaws prohibit any member from holding more than one elected office at the same time

I haven't seen a bylaw article prohibiting any member from holding more than one elected office (yet?)

[Richard Brown]

Guest Karen, please keep in mind that we have not yet seen any language that says explicitly that in the event of a vacancy in the office of first vice president the second vice president fills the vacancy and actually becomes first vice president. The language in your bylaws which says that if the first vice president cannot perform the duties of the office the second vice President shall perform the duties does not necessarily mean that he or she becomes first Vice President in the event of a vacancy in that office.  Unless there is a provision in your bylaws that says the second vice president actually becomes first vice president, that is an issue of bylaws interpretation for your organization to make.

Edited to add: that issue can be resolved by the president, at a meeting, stating that since the first vice president resigned, the second vice president has become first vice president and there is now a vacancy in the office of second vice president which must be filled. Someone can then raise a point of order that the president’s  interpretation is not correct. If she rules the Point of Order not well taken, her ruling can then be appealed to the assembly. It requires a majority vote to overturn the ruling of the chair.

The same principle and process would apply if the president was to rule that the second vice president does not move up to first vice president and that the vacancy is in the office of first vice president.

Edited May 25, 2021 at 02:33 PM by Richard Brown
Added last two paragraphs

[RSW]

And in the event of a point of order against (or agreement with) the president's interpretation of the bylaws, a bylaw amendment to clarify the language might be a Very Good Idea.

[Richard Brown]

Guest Karen, what, if anything, do your bylaws say about a vacancy in the office of president and how it is filled?

[Guest Karen]

Per your request, following is the bylaw for a vacancy in office of the President:

Resignation of President. In the case of the resignation from
office by the President, the 1st Vice President shall fill the unexpired term of her
predecessor. If the 1st Vice President is unable to serve, the 2nd Vice President
shall assume the office of President and serve the unexpired term. If 2nd Vice
President is unable to serve, the Past President must serve until a special election
is held.

[Guest Karen]

Per your request, following is the bylaw for a vacancy in the office of the President:

Resignation of President. In the case of the resignation from
office by the President, the 1st Vice President shall fill the unexpired term of her
predecessor. If the 1st Vice President is unable to serve, the 2nd Vice President
shall assume the office of President and serve the unexpired term. If 2nd Vice
President is unable to serve, the Past President must serve until a special election
is held.

[Guest Karen]

I hope this provides more clarification.  It still seems a bit ambiguous to me.  I believe these are the relevant bylaws to consider.  Again the question is...Does the new 1st Vice President serve for the unexpired term, or does the Vacancy bylaw kick in to require that an election take place at the next business meeting to elect someone to that office? 

 

Resignation of President. 

In the case of the resignation from office by the President, the 1st Vice President shall fill the unexpired term of her predecessor. If the 1st Vice President is unable to serve, the 2nd Vice President shall assume the office of President and serve the unexpired term. If 2nd Vice President is unable to serve, the Past President must serve until a special election is held.

 

Vacancies:

Any vacancy occurring on the Board of Directors shall be temporarily filled by the affirmative vote of a majority of the Board of Directors until such time that there shall be an election of the members acting at the Annual, Pre-Season or Special Meeting.  Voting may also occur by mail ballot or email ballot.  A Director elected to fill a vacancy shall be elected for the unexpired term of her predecessor in office.  Once fulfilling the unexpired term of office, nothing shall then preclude this Director from running for a full term of office to the same position. 

 

Elected Officers:

The elected officers of the Association shall be a President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Sergeant-at-Arms and Parliamentarian.  No one person shall hold more than one elected office at the same time.  Officers must be members in good standing of the Association. 

 

The 1st Vice President. 

The 1st Vice President is expected to attend all meeting of the Board and shall act as the chairperson in the President’s absence. The 1st Vice President shall be responsible for developing and implementing annual fund raising, public relations, education and event programs for the Association and may act as the spokesperson for the Association after appropriate committee consultation. In the event that the President cannot perform the duties of her office, the 1st Vice President shall assume the duties of that office.

 

The 2nd Vice President:

The 2nd Vice President is expected to attend all meetings of the Board and shall chair the Nominating Committee unless running for an office.  The 2nd Vice President should oversee family support programs for the Association and act as the spokesperson for the Association after appropriate committee consultation.  If the 1st vice President cannot perform the duties of the office, the 2nd Vice President shall assume the duties of that office.  In the event that the 2nd Vice President cannot perform the duties of the office, the Board of Directors will appoint a person to fill the position until a special election can be held or until the next scheduled business meeting.  

[Josh Martin]

1 hour ago, Guest Karen said:

If the 1st vice President cannot perform the duties of the office, the 2nd Vice President shall assume the duties of that office.  In the event that the 2nd Vice President cannot perform the duties of the office, the Board of Directors will appoint a person to fill the position until a special election can be held or until the next scheduled business meeting.  

When read in its full context, in my view, this rule provides that the 2nd Vice President automatically becomes 1st Vice President in the event that the position is vacant. 

1 hour ago, Guest Karen said:

Any vacancy occurring on the Board of Directors shall be temporarily filled by the affirmative vote of a majority of the Board of Directors until such time that there shall be an election of the members acting at the Annual, Pre-Season or Special Meeting.  Voting may also occur by mail ballot or email ballot.  A Director elected to fill a vacancy shall be elected for the unexpired term of her predecessor in office.  Once fulfilling the unexpired term of office, nothing shall then preclude this Director from running for a full term of office to the same position. 

This appears to be the controlling rule for the resulting vacancy in the office of 2nd Vice President after the 1st Vice President is promoted.

As to the question of how long the person serves for, it seems to me that the person appointed by the Board of Directors serves "until such time that there shall be an election of the members acting at the Annual, Pre-Season or Special Meeting" and the person who is elected in that election then serves "for the unexpired term of her predecessor in office."