Situation Not Covered by Bylaws

[Guest Tricia]

What happens if there is a situation that is not covered in the bylaws? Does the Chair make the decision, does the executive committee make the decision or does the executive committee make a recommendation to board for a vote?

[Joshua Katz]

Most situations are not covered in the bylaws, so it may be helpful if you can give more information as to what you have in mind.

[Guest Tricia]

Fair point... Hopefully this is enough and not too much info. A vice chair is resigning early. The replacement vice chair wants to serve two full terms rather than serving out the remainder of the current vice chair's term. How to approve this is not spelled out in our bylaws. Can the chair approve it, should the executive committee vote, or should the entire board vote to approve? 

[Rob Elsman]

No, the person filling the vacancy will only serve the remainder of the term, and he will have to stand for election again to serve another term after that (provided the bylaws permit this).

[Gary Novosielski]

None of the above. 

For situations not covered in your bylaws, you would follow any applicable Special Rules of Order that the organization had adopted.  Or, if none, then any applicable rules in the parliamentary authority, presumably the current edition (12th) of Robert's Rules of Order Newly Revised (RONR).  I say presumably because this is the website you arrived at. 🙂

And the rule in RONR is that the terms of office are in the bylaws and the board can't change them on a whim.  RONR states that a mid-term vacancy is filled for no longer than the unexpired remainder of the term.  To serve beyond that, you need to be (re)elected.

 

Edited June 6, 2023 at 08:14 PM by Gary Novosielski

[Josh Martin]

On 6/6/2023 at 2:37 PM, Guest Tricia said:

Fair point... Hopefully this is enough and not too much info. A vice chair is resigning early. The replacement vice chair wants to serve two full terms rather than serving out the remainder of the current vice chair's term. How to approve this is not spelled out in our bylaws. Can the chair approve it, should the executive committee vote, or should the entire board vote to approve? 

No one can approve it. If appointed to fill the vacancy, the replacement Vice Chair will serve out the remainder of the current term. If they want to be elected to additional terms, they need to be elected like anyone else.

This isn't simply "not covered" by the bylaws, it would conflict with the bylaws. This can't be done, except I suppose by amending the bylaws.