Can You Please Help Me Tweak A Proposed By-Law Revision?

[1Angela]

1. Quote

   The Executive Committee shall have full power and authority over all affairs of the organization between conventions. All of these officers shall be elected to a two-year term at a regular odd-year convention of the Party by the attending delegates (as to the Congressional district representatives, those delegates from the respective districts) and shall take office immediately upon the close of such convention and shall serve until the final adjournment of the next regular odd-year convention or until their successors are elected.

   
     We have annual summer conventions.  The officers are elected at our summer conventions that take place in odd numbered years.  Per our bylaws, our summer convention can take place anywhere from April to July.  So it is probable that the term might be slightly longer or shorter than 2 years.  We want the officers to serve approximate 2 year terms.
   
   We also want the EC to have the power to accept resignations and appoint replacements. Those are processes are in different paragraphs, or at least they will be, but that's why the "full power" statement is here.   Finally we want the officers we elect at convention to take office at the close of the convention, not when their successors are elected.  
   
   We had a treasurer resign, and he held office until his successor was elected, so it seems like that needs to be in there somewhere too.
   
   Any suggestions appreciated.  Thank you in advance.

[Atul Kapur]

On 2/14/2023 at 10:57 PM, G.Lisa said:

Per our bylaws, our summer convention can take place anywhere from April to July.  So it is probable that the term might be slightly longer or shorter than 2 years.  We want the officers to serve approximate 2 year terms.

If you have adopted RONR as your parliamentary authority, that reality is explicitly recognized:

56:27

Quote

When the bylaws specify the number of years in a term of office, it is understood that the actual term may be more or less than a whole number of calendar years, owing to permissible variation in the dates on which successive elections are scheduled. For example, suppose that the bylaws provide that the annual meeting for the election of officers shall take place “in October or November,” that their terms of office shall begin “at the close of the annual meeting,” and that they shall serve for a term of “one year and until their successors are elected” (or simply for a term of “one year,” which is not recommended; see below). If the annual meeting is held on October 20 of one year and on November 1 of the next (or vice versa), the officers elected at the second meeting take office immediately upon the adjournment of that meeting—and the previous officers remain in office until that time—even though this represents a term of office longer than (or shorter than) one calendar year.

 

[Richard Brown]

On 2/14/2023 at 9:57 PM, G.Lisa said:

Any suggestions appreciated. 

I think your proposed amendments are quite satisfactory and add clarity.  Stating that officers serve a certain term "OR until their successors are elected" gives the organization more flexibility to remove officers than saying "AND until their successors are elected" if your bylaws are silent regarding removal of officers.  If your bylaws have a provision for removal of officers, that provision  (or state law) will control regardless of whether you use "and" or "or" until their successors are elected.

One other comment:  This  provision includes provisions both regarding the terms of officers and the powers of the executive committee.  That is permissible, but it is more common, and generally preferred, to have separate provisions regarding the powers and terms of officers and the duties and powers of the executive board.  Those are usually in separate sections of the bylaws.  See, for example, the provisions on bylaws in Section 56 and the sample bylaws starting at section 56:58 of RONR (12th ed.).   The provisions regarding duties and terms of office for officers and the provisions for an executive board are in separate articles. You might consider separate sections (or articles) on officers and the Executive Committee. 

[1Angela]

Thank you both for taking the time to reply and for the feedback!  

[Josh Martin]

On 2/14/2023 at 9:57 PM, G.Lisa said:

We also want the EC to have the power to accept resignations and appoint replacements. Those are processes are in different paragraphs, or at least they will be, but that's why the "full power" statement is here.

I would note that the presence or absence of the “full power” clause in regard to accepting resignations and appointing replacements is applicable only when the bylaws are silent on these matters. If the bylaws have specific rules pertaining to accepting resignations and appointing replacements, which I understand is the intent, then those rules are controlling.

This is simply an informational point and is not intended to argue against the use of the “full power” provision. A “full power” provision for the board may well still be desirable for other reasons, particularly when the membership/convention meets infrequently.

[1Angela]

Thank you Mr. Martin!  Our bylaws are silent on the subject, but state law is not.  I am trying to add bylaws on those topics that will hopefully keep future boards from innocently doing logical things instead of legal things.