Electhttps://robertsrules.forumflash.com/topic/42580-election-of-officers/ion of Officers

[Karen Luke]

Our bylaws clearly state, that officers are elected by membership. In the past, our local had the president appoint vacated officer positions. Due to retirement, resignation, illness...Even though what they did in the past was wrong. Our 1st vp passed away. When he ran for office, he ran unopposed. The president moved 2nd vp up to 1st vp. Rather than have the president (who only has 8 months in office left) APPOINT a person who never ran for any office EVER-shouldn't that position (2nd VP) filled by the next vote getter for that position (2nd VP) -Which by the way, only lost by 20 votes and held that position for 4 years previously. 

[Shmuel Gerber]

On 10/7/2023 at 10:26 AM, Karen Luke said:

Rather than have the president (who only has 8 months in office left) APPOINT a person who never ran for any office EVER-shouldn't that position (2nd VP) filled by the next vote getter for that position (2nd VP) -Which by the way, only lost by 20 votes and held that position for 4 years previously. 

The president does not have the inherent authority to appoint persons to fill a vacancy, but may do so only if the bylaws provide that.

It would not be correct that the next vote-getter automatically fills the position. 

[Josh Martin]

On 10/7/2023 at 9:26 AM, Karen Luke said:

Our bylaws clearly state, that officers are elected by membership. In the past, our local had the president appoint vacated officer positions. Due to retirement, resignation, illness...Even though what they did in the past was wrong. Our 1st vp passed away. When he ran for office, he ran unopposed. The president moved 2nd vp up to 1st vp. Rather than have the president (who only has 8 months in office left) APPOINT a person who never ran for any office EVER-shouldn't that position (2nd VP) filled by the next vote getter for that position (2nd VP) -Which by the way, only lost by 20 votes and held that position for 4 years previously. 

No. While I concur that it is incorrect for the President to fill vacancies (unless the bylaws grant the President this power), it is also incorrect for the "runner-up" to automatically assume the position.

Rather, the vacancy in the office of 2nd Vice President is filled as follows.

"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

In the case of the vacancy in the office of the 1st Vice President, the President appears to have appointed the correct person anyway, so that worked out.

"Some societies elect several vice-presidents in an order of precedence—first, second, third, and so on—in which case the highest-ranking one present has the duty of serving in place of the president when needed. In case of the president's resignation, death, or removal, the first vice-president then automatically becomes president (unless, as indicated above, the bylaws expressly provide otherwise for the office of president). Likewise, in case of any vice-president's resignation, death, or removal, or upon his or her automatic promotion to a higher office, the next-highest-ranking vice-president, if there is one, is automatically promoted (unless the bylaws expressly provide otherwise). Thus, for example, if the first vice-president resigns, the second vice-president becomes first vice-president, the third vice-president becomes second vice-president, and so on, with the vacancy to be filled occurring in the lowest-ranking vice-presidency. A vice-president cannot decline to take the higher office to which he has been automatically promoted; if unable or unwilling to carry out the duties of the new office, his only recourse is then to submit his resignation, upon the acceptance of which he will no longer hold either office." RONR (12th ed.) 47:29

[Karen Luke]

So, the vacated 2nd VP position, since they were moved up to 1st VP, shall be filled, how?

our constitution and bylaws clearly states, all officers are to be elected by membership. 
But, in Roberts Rules, it does state, you move to the next vote getter for position, and that will suffice in allowing membership voice through vote. 
We have some executives, that were appointed , rather than elected, which all creates a problem-for them to solely appoint, since it was the sitting president that appointed them into position. 
Now what?

[Josh Martin]

On 10/9/2023 at 11:39 AM, Karen Luke said:

So, the vacated 2nd VP position, since they were moved up to 1st VP, shall be filled, how?

On 10/9/2023 at 6:53 AM, Josh Martin said:

"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

So if your bylaws are silent on filling vacancies, then the vacancy is filled by the membership. In the alternative, if the bylaws provide that the board has "full power and authority over the society's affairs between meetings of the society's assembly," then the board may fill the vacancy. In either case, notice must be provided of the election to fill the vacancy.

If your bylaws provide their own rules for filling vacancies, follow those rules.

On 10/9/2023 at 11:39 AM, Karen Luke said:

But, in Roberts Rules, it does state, you move to the next vote getter for position, and that will suffice in allowing membership voice through vote. 

It says no such thing.

On 10/9/2023 at 11:39 AM, Karen Luke said:

We have some executives, that were appointed , rather than elected, which all creates a problem-for them to solely appoint, since it was the sitting president that appointed them into position. 
Now what?

Well, it seems to me these persons are not, in fact, validly serving in their officer positions, and these persons should immediately be ordered to cease pretending to hold these offices. And those vacancies will have to be properly filled as well.

[Joshua Katz]

Although it's solely my opinion, I'll chime in on why I typically (all else being equal) prefer to fill the vacancy with someone who didn't run: because they didn't run and lose. (This is particularly true when the vote is by approval, but I lean this way all the time.) I'd rather someone who might have, had they run, been a consensus candidate, then someone who we know did not enjoy that level of support. But again, solely my opinion, and entirely dependent on the circumstances. It's one reason, though, that I'm happy there's no rule that the runner-up wins.

[Gary Novosielski]

 

On 10/9/2023 at 12:39 PM, Karen Luke said:

So, the vacated 2nd VP position, since they were moved up to 1st VP, shall be filled, how?

our constitution and bylaws clearly states, all officers are to be elected by membership. 
But, in Roberts Rules, it does state, you move to the next vote getter for position, and that will suffice in allowing membership voice through vote. 
We have some executives, that were appointed , rather than elected, which all creates a problem-for them to solely appoint, since it was the sitting president that appointed them into position. 
Now what?

RONR does not state that.  It states the opposite.   In RONR's rules, no one is elected with less than a majority vote.  And a second-place "runner up" could not have achieved a majority.  Yes, the membership did make their voice heard on that issue, and the answer was No.

But a rule that says "all officers are elected" does not apply to the office of president, or affect the automatic succession to that office as @Josh Martin has cited, unless the bylaws have an express provision for the president in particular.

[Karen Luke]

On 10/9/2023 at 5:06 PM, Gary Novosielski said:

 

RONR does not state that.  It states the opposite.   In RONR's rules, no one is elected with less than a majority vote.  And a second-place "runner up" could not have achieved a majority.  Yes, the membership did make their voice heard on that issue, and the answer was No.

But a rule that says "all officers are elected" does not apply to the office of president, or affect the automatic succession to that office as @Josh Martin has cited, unless the bylaws have an express provision for the president in particular.

The question is not for president-it is for the vacated 2nd vp, since 2nd vp moved up to 1st vp (due to passing of person). 
so, the answer would be an election by members should decide the position, since our bylaws clearly states that officers are elected by membership. Correct?

[Gary Novosielski]

On 10/9/2023 at 5:23 PM, Karen Luke said:

The question is not for president-it is for the vacated 2nd vp, since 2nd vp moved up to 1st vp (due to passing of person). 
so, the answer would be an election by members should decide the position, since our bylaws clearly states that officers are elected by membership. Correct?

I don't know.  It depends on what your bylaws say about whether you have a board and what its powers are.  Reread all of @Josh Martin's replies carefully.  The language that clearly states how officers are elected is often superseded by other procedures for filling partial-term vacancies.

[Josh Martin]

On 10/9/2023 at 4:23 PM, Karen Luke said:

The question is not for president-it is for the vacated 2nd vp, since 2nd vp moved up to 1st vp (due to passing of person). 
so, the answer would be an election by members should decide the position, since our bylaws clearly states that officers are elected by membership. Correct?

Please answer the following questions:

• What, if anything, do your bylaws say on the subject of vacancies?
• What do your bylaws say concerning the power of the board generally?

Edited October 9, 2023 at 11:15 PM by Josh Martin

[Karen Luke]

Nothing on vacancies. President can only appoint chairs to committees. 
executives do not have power to appoint.

again, the only this stated, officers are elected by membership.

[Gary Novosielski]

On 10/9/2023 at 11:14 PM, Karen Luke said:

Nothing on vacancies. President can only appoint chairs to committees. 
executives do not have power to appoint.

again, the only this stated, officers are elected by membership.

Okay.  Still waiting for information on powers of the board, if any.  Why is this so difficult?

[Karen Luke]

 

 

ARTICLE V - EXECUTIVE BOARD

Section :

The executive Board shall be composed of the following:

(a) Otticers of the Association.

(h) 'The Immediate Past President.

(c) Six members from the certiticated statt.

(d) One member from each of the other job units as defined in the By Laws.

(e) One Member-At-Large to be elected.

(I) Alternate Representauves as described in the by Laws

Section 2:

A member of the Executive Board found guilty of misconduct or gross negligence of duties after due process, in accordance with the brlaws shall be removed from their position. The Alternate Representative shall be instructed by the Representative Council to assume the position of the Regular Representative being removed. Replacement for the Alternative Representative shall be appointed by the Executive Board subject to the approval of the Representative Council. Provisions covering the Officers are found in Article IV. Section 4. The Immediate Past-President, if found guilty as such, shall be removed from the Executive Board.

Section 3:

The Executive Board shall have general supervision of the affairs of the Association between its business meeting, fix the hour and place of meetings, make recommendations to the Association, and perform such other duties as are specified in the Bylaws. The Board shall be subiect to the orders of the Representative Council. and none of its acts shall contlict with the action taken b Kenresentative Council

Section 4:

1. The term for the members of the Executive Board shall be two (2) vears and shall commence on September 1 of the first year and end on August 31 of the second year. The terms shall be staggered as prescribed in the Bylaws.
2. No member of the Executive board shall serve more than three (3) consecutive terms in one position. When no replacement has been elected, a member of the Board may continue to serve beyond the prescribed term until such successor has been elected. Exempted from these provisions is the position for Immediate past President

(C) An active member who has served their ) consecutive terms in the same position. on the

[Gary Novosielski]

So the answer will hinge on how much "full power and authority" differs substantially from "general supervision".  

If the board has the former then it can fill vacancies.  If the latter is a lesser level of power and authority then it may not have that power, and if not, an election by the membership (council?) will be required.

[Dan Honemann]

On 10/10/2023 at 12:45 AM, Gary Novosielski said:

So the answer will hinge on how much "full power and authority" differs substantially from "general supervision".  

If the board has the former then it can fill vacancies.  If the latter is a lesser level of power and authority then it may not have that power, and if not, an election by the membership (council?) will be required.

The first sentence of Article V, Section 3, of the bylaws quoted here is virtually identical to Article VI, Section 2, of the sample bylaws found in RONR, 12th ed., 56:64.  It is certainly not the "full power" authority found in 56:43 and in 47:57.  It does not give the Board the authority to fill vacancies.

[Atul Kapur]

On 10/10/2023 at 12:08 AM, Karen Luke said:

Provisions covering the Officers are found in Article IV. Section 4

It sounds like this Section may provide insight into your current situation. Can you share it?

[Karen Luke]

Section 4:

(a) Officers of the Association shall serve their elected terms so long as they satisfactorily perform the duties of their

oftice

(b) An officer accused of misconduct or gross negligence of duty shall be entitled to due process by an impartial committee of the Executive Committee.

(i) Recommendation for recall can be made by submission of petition containing the signatures of 85% of membership to the Executive Committee.

(ii) The Executive Committee shall notify in writing any officer who has been recommended for recall.

(ini) Any officer may appeal in writing to the Executive Committee.

(iv) The executive Committee shall scheduled hearings, whenever necessary, to review the recommendation of recall of an officer.

(v) The report of those hearings shall be made available to the membership

(vi) A general membership meeting shall be called two weeks after the issuance of the report.

(vi) Such recall shall be determined by a majority vote of the membership in attendance at said meeting.

(c) An officer found guilty of misconduct or gross negligence of duty, after due process, shall be removed from office & will never be allowed to serve in any future elected capacity.

 

 

[Atul Kapur]

On 10/9/2023 at 1:19 PM, Josh Martin said:

So if your bylaws are silent on filling vacancies, then the vacancy is filled by the membership.

 

On 10/9/2023 at 1:19 PM, Josh Martin said:

notice must be provided of the election to fill the vacancy.

 

On 10/9/2023 at 1:19 PM, Josh Martin said:

Well, it seems to me these persons are not, in fact, validly serving in their officer positions, and these persons should immediately be ordered to cease pretending to hold these offices. And those vacancies will have to be properly filled as well.

Thank you, @Karen Luke, for providing this extra information. Based on it, it appears that your bylaws are silent and the parts of Mr. Martin's response that I've quoted here are applicable.

[Josh Martin]

On 10/9/2023 at 10:14 PM, Karen Luke said:

Nothing on vacancies. President can only appoint chairs to committees. 
executives do not have power to appoint.

again, the only this stated, officers are elected by membership.

On 10/9/2023 at 11:08 PM, Karen Luke said:

Section 3:

The Executive Board shall have general supervision of the affairs of the Association between its business meeting, fix the hour and place of meetings, make recommendations to the Association, and perform such other duties as are specified in the Bylaws. The Board shall be subiect to the orders of the Representative Council. and none of its acts shall contlict with the action taken b Kenresentative Council

Thank you. Based on these additional facts, vacancies may be filled only by the membership, and previous notice must be given of an election to fill a vacancy. So that is the manner in which the vacancy in the office of Second Vice President shall be filled. It is also the manner in which other vacancies on the board shall be filled, in which various imposters appointed by the President currently purport to serve.

[Guest Terry]

We just held nominations for secretary, there were 2 individuals nominated, both of whom have declined.  Our bylaws don't cover how to nominate another individual in this circumstance.  There is a clause in our bylaws for vacancies.

Vacancies. Any vacancy in the board of directors, whether arising from death, resignation, removal (with cause), an increase in the number of directors, or any other cause, shall be filled by the vote of the directors then in office, at the next regular meeting thereof or at a special meeting thereof. Each director so elected shall hold office for the remainder of the unexpired term of the vacancy. Except that the vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy shall be filled by the board.

Would this clause be used in this case to fill the secretary position?

[Gary Novosielski]

You don't have a "vacancy" as such, you have an incomplete election.  And it's not possible to "decline" a nomination--one can only decline an office that one has just been elected to.  So they could not both decline; only the one who won the election could have declined.  You did hold the election, didn't you?  Did you have space on the ballot for write-ins?

It is technically possible to temporarily fill the "vacancy" that occurs when the election has failed to fill an office.  But such a position lasts only until a permanent candidate is elected, so you still have the duty to complete the election without delay.

So this provision is not as useful as it seems.  Why would someone who refused the office through a membership election suddenly turn around and accept it if elected by the board instead?  If there is such a person, nominate and elect them normally.

[Guest Terry]

Per our bylaws nominations are in September, acceptance is in October and elections in Nov. Person must be nominated to be elected, no write-ins. 
Neither person nominated for secretary wants to be considered. 

[Gary Novosielski]

Well, I guess you have to nominate somebody else. If your nominations were done by a Nominating committee, they should reconvene and find a replacement or two.

If your bylaws have hamstrung the election process to the point that nobody can be elected secretary, it may be time to establish a Bylaws committee to revise them.  The portions of my previous answer that are not superseded by your bylaws still apply.

[Guest Terry]

We are a small club with few active members and do not have a nominating committee. We are working on revising the bylaws. 

[Gary Novosielski]

On 10/12/2023 at 1:55 PM, Guest Terry said:

We are a small club with few active members and do not have a nominating committee. We are working on revising the bylaws. 

t is important to get rid of the no-write-ins rule.  And nominations should be permitted right up to the last minute at the election meeting, as RONR would have it.  In a crisis situation where the nomination process has failed, you could use blank slips of paper and simply have people write down a name.  The nomination process in RONR is intentionally simple, flexible, and forgiving. For example, it takes a two-thirds vote to close nominations, and only a majority to (re)open  them.