Officers Vacancies

[Michael Fetter]

Our President and Vice president resigned, the board assigned the Treasurer as the new president at their monthly meeting and announced the decision at our May general meeting. Being a private club, we suspend meetings for June, July and August. The board has decided that the treasurer will remain as president until the meetings resume in September and through to the October meeting, when we have our regular nominating process. 

Our By Laws are based on RONR, we address the presidency or the vice presidency vacancies, but not both at the same time. My understanding is we should have announced the resignations at that May meeting and called for a special election at the same meeting to immediately fill the positions. Are we not required to have a special election when both are vacant? Does the board have the authority to assign the new presidency at their discretion without a vote from the membership?  

[Joshua Katz]

How do your board members get their positions? Are they elected by the members to the board, which chooses its officers, or are they elected to specific positions by hte membership?

Also, I don't understand this:

On 5/31/2023 at 12:35 PM, Michael Fetter said:

Being a private club, we suspend meetings for June, July and August.

 

[Rob Elsman]

The board has the authority to elect a temporary occupant of the chair.  Since it is likely that this temporary occupant of the chair will preside at several board meetings throughout the summer, previous notice of the election is required.  See RONR (12th ed.) 47:11, item 3.

[Michael Fetter]

Our Officers and Board are by yearly elections by the membership.

In the Northeast (PA), we have membership associations/clubs (Bars), that are members only, during the summer months, attendance drops significantly making any quorum virtually impossible, we address this in our by laws, by suspending monthly member meetings for that timeframe to meet state guidelines. 

[Michael Fetter]

Rob, If the Board has the authority for a temporary appointment, should they not call for a special election to vote in a new president and vice president for the remainder of the term? 

[Joshua Katz]

On 5/31/2023 at 1:56 PM, Michael Fetter said:

Our Officers and Board are by yearly elections by the membership.

 

Then, if the bylaws are silent, it is the membership that fills vacancies in those positions. Do the bylaws contain any provision for the board to fill vacancies? You say they address presidential and vice presidential vacancies, but what do they say about them?

As Mr. Elsman notes, this is different from electing a person to preside at meetings.

[Michael Fetter]

Section 2. If for any reason the Office of the President becomes vacant, the Vice President
shall automatically and immediately assume all of the duties of the Presidency until the next
regular meeting of the Association, at which time the Treasurer shall swear him/her in as
President for the duration of the former President’s term.

Section 3. When any vacancy, other than the Presidency, occurs and the Association is so
notified at a regularly scheduled meeting, nominations for the vacant office will be held at
the next regularly scheduled meeting. Election for the vacant office or offices will be held at
the following meeting of the Association.
Section 4. Rules governing the election are as follows:

•  The President shall appoint an Election Board of two (2) Active members who are not
• candidates.
•  All election of Officers shall be held by secret ballot.
•  The Election Board shall count the votes and a winner shall be declared.
•  Ties shall be settled by lottery.
•  The Treasurer shall immediately swear the winning candidate into office.

[Joshua Katz]

Then it seems pretty clear that the board does not fill vacancies. There is a customized rule about vacancies in the office of president, but nothing about a vacancy in the vice presidency. I don't see any authority for the board to make the treasurer into the president.

[Michael Fetter]

The club is in turmoil and their seems to be a power struggle for control. Being on the by-laws committee, the questions was asked. 

• Does the board have the authority to appoint the new President, because the President and Vice President resigned under protest?
• Does the board have the authority to not call for a special election due to the summer month pause?
• A motion was made from the floor to have a special election, it was seconded and the vote failed to garner enough votes.
• The membership is questioning; does the board have the right to insert their own president without the memberships approval?
• Membership is inquiring into what steps should or could be taken to rectify the situation? 

[Michael Fetter]

I really appreciate the help you guys are giving me here!

[Joshua Katz]

On 5/31/2023 at 2:12 PM, Michael Fetter said:

• Does the board have the authority to appoint the new President, because the President and Vice President resigned under protest?
•  

I should note, first, that the bylaws committee typically proposes amendments to the bylaws, not interprets them.

Anyway, I don't see why that changes anything. The board has only those powers it is given, and that seems not to include filling vacancies.

On 5/31/2023 at 2:12 PM, Michael Fetter said:

• Does the board have the authority to not call for a special election due to the summer month pause?
•  

I don't see why it would. There will be some time before it can be held, though.

On 5/31/2023 at 2:12 PM, Michael Fetter said:

• A motion was made from the floor to have a special election, it was seconded and the vote failed to garner enough votes.
•  

It is out of order to make a motion to follow the bylaws, precisely because it is of no effect if it is voted down.

On 5/31/2023 at 2:12 PM, Michael Fetter said:

• The membership is questioning; does the board have the right to insert their own president without the memberships approval?
•  

No. If the board claims a right, it needs to point to where it came from.

On 5/31/2023 at 2:12 PM, Michael Fetter said:

• Membership is inquiring into what steps should or could be taken to rectify the situation? 

Raise a point of order at a meeting.

[Josh Martin]

On 5/31/2023 at 2:01 PM, Michael Fetter said:

Section 3. When any vacancy, other than the Presidency, occurs and the Association is so
notified at a regularly scheduled meeting, nominations for the vacant office will be held at
the next regularly scheduled meeting. Election for the vacant office or offices will be held at
the following meeting of the Association.

It seems to me that your bylaws provide the answer to your questions.

• The association would be notified of the vacancy at a regularly scheduled meeting of the association.
• Nominations would be held at the next regularly scheduled meeting of the association.
• The election would then be held at the next regularly scheduled meeting of the association.

In the interim, however, someone needs to chair board meetings, so the board can (and must) elect a Chair Pro Tempore to preside at board meetings until the vacancy in the office of President is filled. The board has the option of electing a Chair Pro Tempore at each meeting or electing a person to serve a longer period, although previous notice is required in the latter case. The membership's approval is not required to elect a Chair Pro Tempore. Such a person, however, only has the duties in connection with presiding and assumes no other authority the bylaws grant to the President.

I would also suggest that, in the long run, it may well be desirable to amend the bylaws to shorten the procedure for elections to fill vacancies and/or authorize the board to fill a vacancy on an interim basis until the election can be completed. Because the full process appears to require three consecutive regular meetings, and because the organization does not meet for three months of the year, those facts combined could cause an office to be vacant for a very long time. Some organizations will also provide that the membership ordinarily fills vacancies, but permits the board to fill vacancies if the vacancy occurs later in the term.

Indeed, if the organization follows the process as outlined in the bylaws, the vacancy would have been announced at the May meeting, nominations would have been held at the September meeting, and the election to fill the vacancy would be held at the October meeting - the same meeting for which the regular nominating process is scheduled to begin. That does seem a bit silly, but it is nonetheless what the bylaws presently require.

Since all that was supposed to happen at the May meeting was notice of the vacancy, and that happened, it seems to me the remaining steps can still be followed.

On 5/31/2023 at 2:12 PM, Michael Fetter said:

• Does the board have the authority to appoint the new President, because the President and Vice President resigned under protest?

No. The bylaws reserve the power to fill vacancies to the association. The sole exception is that the Vice President becomes President in the event of a vacancy in that office, but that is not applicable here since the office of Vice President is also vacant.

On 5/31/2023 at 2:12 PM, Michael Fetter said:

• Does the board have the authority to not call for a special election due to the summer month pause?

No. The rules in your bylaws make no exception for the summer month pause. Unfortunately, however, your bylaws also make no adjustments to the schedule for the summer month pause, and specifically require each of the three steps (notification, nominations, and election) to happen at separate regular meetings.

On 5/31/2023 at 2:12 PM, Michael Fetter said:

• A motion was made from the floor to have a special election, it was seconded and the vote failed to garner enough votes.

This does not change the fact that an election must be held under the procedures mandated by your bylaws.

On 5/31/2023 at 2:12 PM, Michael Fetter said:

• The membership is questioning; does the board have the right to insert their own president without the memberships approval?

No.

As previously noted, however, someone has to chair board meetings, and the board can (and must) elect a Chairman Pro Tempore.

On 5/31/2023 at 2:12 PM, Michael Fetter said:

• Membership is inquiring into what steps should or could be taken to rectify the situation? 

Based upon the bylaws, it appears that the next step is to take nominations at the next regular meeting (in September). If this is not done, a member could raise a Point of Order to that effect, followed by an Appeal if necessary.

Edited May 31, 2023 at 07:42 PM by Josh Martin

[Michael Fetter]

Thank you for the prompt replies, I agree, I should not be interpreting the by-laws, I believe our solicitor should be doing this, we have a provision to call a special meeting, any active member may call for Special Meeting by providing the President (pro tempore in this case) a petition by the membership containing 15 signatures for the reason of a the stated purpose. In my mind, this would give the membership a method to secure an earlier election.

[Joshua Katz]

On 5/31/2023 at 2:43 PM, Michael Fetter said:

any active member may call for Special Meeting by providing the President (pro tempore in this case) a petition by the membership containing 15 signatures for the reason of a the stated purpose.

I'd consider the parenthetical arguable. The President has roles outside of chairing meetings, and those do not flow to a temporary occupant of the chair.

On 5/31/2023 at 2:43 PM, Michael Fetter said:

I believe our solicitor should be doing this,

I disagree. Bylaw interpretation is for the organization, i.e. all the members. A solicitor may give advice (although I'd be careful of advice received from a lawyer, as lawyers have no special training in parliamentary procedure). If you want outside advice, I'd suggest using a PRP or CPP.

[Josh Martin]

On 5/31/2023 at 2:43 PM, Michael Fetter said:

Thank you for the prompt replies, I agree, I should not be interpreting the by-laws, I believe our solicitor should be doing this, we have a provision to call a special meeting, any active member may call for Special Meeting by providing the President (pro tempore in this case) a petition by the membership containing 15 signatures for the reason of a the stated purpose. In my mind, this would give the membership a method to secure an earlier election.

I do not agree. Under ordinary circumstances, an election to fill a vacancy may be conducted at a special meeting. For whatever reason, however, your bylaws explicitly require a regular meeting for, at a minimum, the notification and the nominations.

I suppose the bylaws technically just say "following meeting" rather than "regular meeting" for the election itself, so there might be some argument for a special meeting there, although I think that's a stretch. To the extent that interpretation is correct, and to the extent the bylaws provision pertaining to calling a special meeting can be interpreted that the petition for such a meeting may be delivered to the Chair Pro Tempore (or someone else) in the event the office of President is vacant, I suppose that would allow the election to be conducted slightly earlier - at a special meeting held in between the September and October regular meetings.

"Section 3. When any vacancy, other than the Presidency, occurs and the Association is so notified at a regularly scheduled meeting, nominations for the vacant office will be held at the next regularly scheduled meeting. Election for the vacant office or offices will be held at the following meeting of the Association."

Edited May 31, 2023 at 07:50 PM by Josh Martin

[Michael Fetter]

Guys, I accept your interpretations, being a non-combatant in the current situation, I was asked by a number of members to what remedies are available to them. I plan on sharing the thoughts posted here. I had recommended that the body not respond and allow the normal process to play out in September and October.  They(we) could choose the nominees at that point. Thank you, you were all helpful.

  

[Gary Novosielski]

On 5/31/2023 at 3:43 PM, Michael Fetter said:

Thank you for the prompt replies, I agree, I should not be interpreting the by-laws, I believe our solicitor should be doing this, we have a provision to call a special meeting, any active member may call for Special Meeting by providing the President (pro tempore in this case) a petition by the membership containing 15 signatures for the reason of a the stated purpose. In my mind, this would give the membership a method to secure an earlier election.

I agree with Mr. Katz, and I think it bears repeating:

• The membership, and not a solicitor, interprets the bylaws.  RONR provides that procedural regulations established by law for corporations, public bodies, or others, if any, which apply to your organization would take precedence over the bylaws, and you might need legal advice to interpret those, but the in my experience lawyers have been trained in trial practice, but typically not parliamentary procedure.
• The president pro tem has the powers of a president in connection with presiding over meetings, and not beyond that.  He would not be empowered to call special meetings, nor to appoint the Election Board of two members referred to in the bylaws, which I suppose will have to be accomplished by the membership itself.

Edited June 1, 2023 at 02:06 AM by Gary Novosielski

[Joshua Katz]

On 5/31/2023 at 9:04 PM, Gary Novosielski said:

but the in my experience lawyers have been trained in trial practice

Where is this law school found that trains lawyers in trial practice?

[Gary Novosielski]

On 6/1/2023 at 7:34 PM, Joshua Katz said:

Where is this law school found that trains lawyers in trial practice?

I've heard rumors.  I have also heard of a lawyer who claimed to teach it.  But it could all be a cruel hoax.