Officers

[Guest Helen]

If an officer in a volunteer organization passes away should the Vice President take that office until an election is held? Or does the President appoint someone 

[Josh Martin]

On 9/21/2023 at 7:41 AM, Guest Helen said:

If an officer in a volunteer organization passes away should the Vice President take that office until an election is held?

The Vice President would automatically assume the office of President if that office is vacant, unless the bylaws specifically provide otherwise.

For any other office, the VP would not automatically assume the office. You should first check your bylaws to see what they say regarding filling vacancies. If they are silent, this is what RONR says on that subject:

"The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly. For particular vacancies, see 47:22 (president-elect), and 47:28–30 and 56:32 (president and vice-presidents). See also 13:23 (vacancies in a committee).

Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise." RONR (12th ed.) 47:57-58

On 9/21/2023 at 7:41 AM, Guest Helen said:

Or does the President appoint someone 

No, unless your bylaws so provide.

[Gary Novosielski]

It will depend on what is in your bylaws.

(If the office of president becomes vacant, the VP does immediately become president--not only until an election is held, but for the entire remainder of the president's term.  However, It would be quite uncommon for the VP to step into any vacancy whatsoever.)  And no, the president has no power to appoint unless the bylaws say so.

Do your bylaws say anything at all about filling vacancies?  If not, do you have an executive board?  If you do, what powers do the bylaws grant to the board?  If you don't, or if the board has insufficient powers, you will need a special election (presuming an election was how the officer got the job to begin with.)

Edited to add:

Sorry for the redundancy, I went to feed the dogs before submitting this.

Edited September 21, 2023 at 01:38 PM by Gary Novosielski

[Guest Helen]

This is our situation. Our Sgt. At Arms passed away. Our bylaws state the VP will assume the duties of any office in their absence or disability.  A member has been put into the office of Sgt at Arms that is not the VP by the Pres. Someone is stating the bylaws do not say anything about death of an officer. Does “absence” qualify for death? 

[Atul Kapur]

The easy answer is that the person who passed away is and will be absent from now on.

But it appears that someone is trying to draw the distinction that 'absent' is only meant to indicate a temporary absence, as opposed to a 'vacancy' which is permanent, at least until the end of the term.

This would be a question of interpretation of your bylaws, which only your membership has the authority to do. But, we can try to help by advising. First, do your bylaws say anything about vacancies of office? Please provide the exact quotes of the bylaws regarding absences or vacancies.

Edited September 21, 2023 at 06:21 PM by Atul Kapur

[Helen]

The only thing it’s says is what I stated before. The VP shall assume the duties of all the officers in their absence or disability. 
Nothing is mentioned about vacancies 

Thank you for your help 

[Atul Kapur]

Okay. First, nothing you have shared suggests that the president has the power to appoint anyone as sergeant-at-arms.

So your organization needs to interpret whether (a) "absence or disability" includes a permanent absence (due to the death of the officer), or (b) the resulting vacancy is something different and the "absence or disability" provision does not apply because it only refers to temporary absences. If (a), then the VP assumes the duties as your bylaws state; if (b) then the vacancy-filling provisions quoted above by @Josh Martin are followed.

The organization is the body that is responsible for interpreting the bylaws and resolving the ambiguity, RONR lists Principles of Interpretation to help guide the organization in the process of making that decision, see RONR (12th ed.) 56:68. The first is that "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined." This is probably the most important one for this situation, and a majority vote decides the question.

Edited September 21, 2023 at 10:48 PM by Atul Kapur

[Gary Novosielski]

On 9/21/2023 at 10:14 AM, Guest Helen said:

This is our situation. Our Sgt. At Arms passed away. Our bylaws state the VP will assume the duties of any office in their absence or disability.  A member has been put into the office of Sgt at Arms that is not the VP by the Pres. Someone is stating the bylaws do not say anything about death of an officer. Does “absence” qualify for death? 

Well, you might have pointed out what your bylaws said.  We can't guess.

Since your bylaws say the VP will assume the duties, then the  VP will assume the duties.  That is, if you are correctly paraphrasing what your bylaws say.

If the bylaws do not give the president the power to put people in office, then the president does not have that power. 

Yes, death qualifies as a very good excuse for absence.  It also qualifies as the ultimate disability.  It is strongly discouraged to have dead members present in the meeting room, and even if present they cannot vote, so absence is the only other option.  Anyone who is not present is, by definition, absent. 

I'm sure the bylaws do not say anything about officers not being penguins, but that does not mean that they are.

Edited September 22, 2023 at 12:00 AM by Gary Novosielski
as indicated

[Joshua Katz]

On 9/21/2023 at 10:14 AM, Guest Helen said:

Our bylaws state the VP will assume the duties of any office in their absence or disability.  

I don't see that anyone has pointed this out, but there's a subtle difference between assuming the duties and taking over the office. Nothing in what you've told us suggests that the VP assumes the office, only that he does the work. 

[Helen]

On 9/21/2023 at 7:51 PM, Gary Novosielski said:

Well, you might have pointed out what your bylaws said.  We can't guess.

Since your bylaws say the VP will assume the duties, then the  VP will assume the duties.  That is, if you are correctly paraphrasing what your bylaws say.

If the bylaws do not give the president the power to put people in office, then the president does not have that power. 

Yes, death qualifies as a very good excuse for absence.  It also qualifies as the ultimate disability.  It is strongly discouraged to have dead members present in the meeting room, and even if present they cannot vote, so absence is the only other option.  Anyone who is not present is, by definition, absent. 

I'm sure the bylaws do not say anything about officers not being penguins, but that does not mean that they are.

I did not mean that sarcastically and I truly appreciate your help on this matter. 
Thank you 

[Helen]

Does this article give them the power to appoint an officer? 

The duties of the President say they have supervisory powers over the affairs of the Auxiliary. 
 

 

[Josh Martin]

On 9/21/2023 at 9:14 AM, Guest Helen said:

This is our situation. Our Sgt. At Arms passed away. Our bylaws state the VP will assume the duties of any office in their absence or disability.  A member has been put into the office of Sgt at Arms that is not the VP by the Pres. Someone is stating the bylaws do not say anything about death of an officer. Does “absence” qualify for death? 

This is a rather odd provision. I would like to see the exact language of this rule. It would seem to me at first glance, however, that in this circumstance, this rule means the Vice President assumes the duties of the office until the vacancy is filled. (This does not, to me, seem to be quite the same thing as saying the Vice President becomes the Sergeant at Arms.) I don't think it's unreasonable to suggest that the provision applies here, although that will ultimately be a question of interpretation. But whether the provision applies or not, that doesn't mean the President can appoint someone.

Since your bylaws are silent regarding filling vacancies, what do they say regarding the authority of the board? And how is the Sergeant at Arms selected in the first place?

On 9/21/2023 at 1:25 PM, Helen said:

The only thing it’s says is what I stated before. The VP shall assume the duties of all the officers in their absence or disability. 

But if there is a vacancy, surely you don't just have the VP do that job for the entire remainder of the term. How have you filled vacancies in the past?

On 9/22/2023 at 6:19 AM, Helen said:

Does this article give them the power to appoint an officer? 

The duties of the President say they have supervisory powers over the affairs of the Auxiliary. 

No, in my view, this does not give the President the authority to fill a vacancy in an officer position.

Edited September 22, 2023 at 11:30 AM by Josh Martin

[Helen]

Thank you. You have given me the answer I was looking for. I appreciate your time

 

[Helen]

On 9/22/2023 at 7:29 AM, Josh Martin said:

This is a rather odd provision. I would like to see the exact language of this rule. It would seem to me at first glance, however, that in this circumstance, this rule means the Vice President assumes the duties of the office until the vacancy is filled. (This does not, to me, seem to be quite the same thing as saying the Vice President becomes the Sergeant at Arms.) I don't think it's unreasonable to suggest that the provision applies here, although that will ultimately be a question of interpretation. But whether the provision applies or not, that doesn't mean the President can appoint someone.

Since your bylaws are silent regarding filling vacancies, what do they say regarding the authority of the board? And how is the Sergeant at Arms selected in the first place?

But if there is a vacancy, surely you don't just have the VP do that job for the entire remainder of the term. How have you filled vacancies in the past?

No, in my view, this does not give the President the authority to fill a vacancy in an officer position.

Sgt at Arms is an elected position 

[Josh Martin]

On 9/22/2023 at 8:13 AM, Helen said:

Sgt at Arms is an elected position 

Then because the bylaws are silent concerning filling vacancies, the same body which elected the Sergeant at Arms will elect a new Sergeant at Arms to serve for the remainder of the term, however, if the board is granted "full power and authority" to act for the membership between meetings of the membership, then the board also has the authority to elect a new Sergeant at Arms to serve for the remainder of the term.

My view is that the Vice President will perform the duties of the Sergeant at Arms until the vacancy can be filled, however, the provision is somewhat ambiguous, and that will ultimately be a question of bylaws interpretation for the organization to determine. To be clear, this does not mean the Vice President actually assumes the office of Sergeant at Arms, simply that the VP performs the duties associated with the office until the vacancy can be filled.

Edited September 22, 2023 at 04:08 PM by Josh Martin

[Gary Novosielski]

On 9/22/2023 at 7:15 AM, Helen said:

I did not mean that sarcastically and I truly appreciate your help on this matter. 
Thank you 

No, I am not suggesting that you did.  The sarcasm was on my part, and was not directed at you so much as at the "someone" referred to here:

On 9/21/2023 at 10:14 AM, Guest Helen said:

Someone is stating the bylaws do not say anything about death of an officer.

which is what prompted the penguin reference.  I think sarcasm directed at that "someone" might be appropriate.  Glad to know you find the forum useful.  Good luck.