Questions of President vacancies

[Guest Trista Saunters]

Our Bylaws state a two year term maximum for President-and all executive board positions.They also state the Vice President shall fill the vacancy of the President’s role for the remainder of their term. If our VP was the President for the two years prior and we now have a vacancy in the President’s role, can he serve out the remainder of their term or is a special election required because that would be considered a 3 year term for him as President. We can’t find this referenced in Robert’s Rules and this situation isn’t addressed in our Bylaws. Thanks

[Rob Elsman]

The answer appears to lie in the bylaws that have been mentioned.  

[Guest Trista]

@Rob Elsman Which part? The VP was already President the prior two years. Does that make him ineligible to fill the President’s vacancy even though the bylaws say the VP fills the President’s vacancy?

[Atul Kapur]

On 9/3/2023 at 8:12 PM, Guest Trista Saunters said:

Our Bylaws state a two year term maximum for President-and all executive board positions.

Is this a lifetime maximum or just that the officer cannot serve consecutive terms? If no individual is permitted to serve more than two years as president, it would seem unwise to allow a past-president to serve as VP.

I agree with Mr. Elsman that the answer will be found, if anywhere, in your organization's own bylaws. If you wish assistance in interpreting g them, please provide the exact language of the relevant portions.

[Guest Trista]

On 9/3/2023 at 6:49 PM, Atul Kapur said:

Is this a lifetime maximum or just that the officer cannot serve consecutive terms? If no individual is permitted to serve more than two years as president, it would seem unwise to allow a past-president to serve as VP.

I agree with Mr. Elsman that the answer will be found, if anywhere, in your organization's own bylaws. If you wish assistance in interpreting g them, please provide the exact language of the relevant portions.

The board decided to fill the vacancy with the Vice President per the bylaws but that may have been a mistake? This is all that is said in the bylaws:

Term of Office:

Each officer shall serve a one-year term and no more than two consecutive years in the same position. After taking one year off, an officer may serve in a previously held position.

Vacancies:

In the case of a vacancy in any office, any executive officer or the committee can fill the position, except for the President position.  In the event of a vacancy of the President position during the year, the Vice President shall immediately assume the office.  The position may also be filled by a special PTO election held during the next regularly scheduled General Meeting or by a PTO action taken at a special PTO meeting.

[Josh Martin]

On 9/3/2023 at 7:12 PM, Guest Trista Saunters said:

Our Bylaws state a two year term maximum for President-and all executive board positions.They also state the Vice President shall fill the vacancy of the President’s role for the remainder of their term. If our VP was the President for the two years prior and we now have a vacancy in the President’s role, can he serve out the remainder of their term or is a special election required because that would be considered a 3 year term for him as President. We can’t find this referenced in Robert’s Rules and this situation isn’t addressed in our Bylaws. Thanks

 

On 9/3/2023 at 8:57 PM, Guest Trista said:

The board decided to fill the vacancy with the Vice President per the bylaws but that may have been a mistake? This is all that is said in the bylaws:

Term of Office:

Each officer shall serve a one-year term and no more than two consecutive years in the same position. After taking one year off, an officer may serve in a previously held position.

Vacancies:

In the case of a vacancy in any office, any executive officer or the committee can fill the position, except for the President position.  In the event of a vacancy of the President position during the year, the Vice President shall immediately assume the office.  The position may also be filled by a special PTO election held during the next regularly scheduled General Meeting or by a PTO action taken at a special PTO meeting.

Well, this is an interesting question. There is an internal conflict in the bylaws which arises only in this very specific situation.

On the one hand, the bylaws provide that "In the event of a vacancy of the President position during the year, the Vice President shall immediately assume the office." On the other hand, the bylaws provide that an officer shall serve "no more than two consecutive years in the same position. After taking one year off, an officer may serve in a previously held position." So the bylaws simultaneously state that the Vice President must become President and also that he cannot become President.

It seems to me the organization will have to interpret its own bylaws in this matter to resolve the conflict. Some Principles of Interpretation are found in RONR (12th ed.) 56:68.

One reasonable interpretation would be that the rule pertaining to the limitations on consecutive terms is controlling and that, as a consequence, the Vice President cannot become President in this particular circumstance, and therefore this would be filled the same as a vacancy in a different office. In this case, it does not seem that it was particularly wise to elect this person as Vice President. I would tentatively lean toward this interpretation, based upon the facts provided.

Another reasonable interpretation would be that the rule pertaining to the Vice President becoming President is controlling and that the Vice President does become President, notwithstanding that he would ordinarily be barred from serving in the office for another year.

In the long run, it may be advisable to amend the bylaws to clarify what happens in this unusual situation.

[Atul Kapur]

On 9/3/2023 at 10:44 PM, Josh Martin said:

I would tentatively lean toward this interpretation, based upon the facts provided.

I lean in the other direction, that the rule stating that the vice president automatically ascends to become president is controlling.

I would state that the general statement about "taking one year off" for all officer positions (making it a general statement) yields to the specific statement about who fills a vacancy in the office of president.

Practicality also pushes me in that direction. This articulation is tentative: If the immediate past president was prohibited from ascending from vice president to president — because of the "one year off" rule — then a point of order should have been raised at the time of the election that the individual was ineligible to serve as vice president because they would never be able to fulfill the duty assigned to them in the bylaws (and in RONR 47:28). By electing this individual, the organization effectively interpreted the bylaws as allowing this vice president to serve as president if a vacancy occurred.

On 9/3/2023 at 10:44 PM, Josh Martin said:

In the long run, it may be advisable to amend the bylaws to clarify what happens in this unusual situation.

I agree.

[Weldon Merritt]

For whatever it is worth, I concur with Dr. Kapur's interpretation.

[Gary Novosielski]

On 9/4/2023 at 9:41 AM, Weldon Merritt said:

For whatever it is worth, I concur with Dr. Kapur's interpretation.

As do I, which may be worth a bit more, as it seems to occur with slightly lower frequency.  😇

Or would that make it worth less?  I dunno.  But he's quite right.  The specific rule for presidential succession should supersede the general rule for term limits.  As long as everybody meets the qualifications for being elected to the office they hold, mid-term hot swaps should not create a bylegal crisis.

I think it's worth noting that the original question seemed to be looking to RONR for a solution to conflicting bylaws.  The only real answer is to write them better to begin with.  Writing and editing bylaws to remove all conflicts and ambiguities is a practical example of Hofstadter's Law, which states:

 "It always takes longer than you expect, even when you take into account Hofstadter's Law."