elections

[Sarah]

The organization I belong to has a bylaw that states a member may not hold an office for two consecutive years. At the upcoming convention a motion will take place to suspend this bylaw for one year. First is that "legal" and if so should this motion take place at the general business meeting or the elections meeting?

[Kim Goldsworthy]

No, it cannot be done ("it" meaning: to suspend a "qualification for office").

You must amend your bylaws if you want to get rid of that qualification for office.

[Trina]

No, only bylaws that are in the nature of a rule of order (generally these are the rules about how to run meetings) can be suspended. A bylaw about qualifications for office is NOT in the nature of a rule of order. A motion to suspend such a bylaw is out of order.

[Rob Elsman]

The organization I belong to has a bylaw that states a member may not hold an office for two consecutive years. At the upcoming convention a motion will take place to suspend this bylaw for one year. First is that "legal" and if so should this motion take place at the general business meeting or the elections meeting?

This is an improper main motion that is inadmissible, RONR (10th ed.), p. 106, ll. 20-25.

[Sarah]

Thank you for your responses. Is there anything we can do in regards to this? If we are unable to suspend this bylaw the position

will remain open for the year and will hurt the organization in the long run. Below are sections of the bylaws pertaining to this issue. In reading this, can they be appointed after the elections take place? I appreciate your help with this.

Section 1, The officers of this corporation shall be elected or appointed for a term of one (1) year which begins immediately following the Elections Meeting at the Annual Meeting. They shall not be eligible for appointment to the same office until a one-year period has elapsed.

Section 8, F. In the event an elected office is not filled, an officer shall be appointed by the President and approved by the Board of Directors.

[Kim Goldsworthy]

Is there anything we can do in regards to this? If we are unable to suspend this bylaw the position will remain open for the year and will hurt the organization in the long run.

You didn't hear this from me.

But if I were a president who wished the best man for the job to continue to do the same job beyond the term limits, I'd leave the official office vacant deliberately, for the whole term; and then delegate the tasks/duties of the job to that same person, who will hold no official office any more, (no perqs, no title) so that he can continue to do the job.

Thus, the rule in the bylaws is obeyed.

Thus, the same person continues to fulfill the necessary duties.

"Minister without portfolio" is a phrase which comes to mind. (See wikipedia.)

[Josh Martin]

Thank you for your responses. Is there anything we can do in regards to this?

You can amend the Bylaws.

In reading this, can they be appointed after the elections take place?

The eligibility requirements are not waived simply because they are appointed by the President rather than elected.

But if I were a president who wished the best man for the job to continue to do the same job beyond the term limits, I'd leave the official office vacant deliberately, for the whole term; and then delegate the tasks/duties of the job to that same person, who will hold no official office any more, (no perqs, no title) so that he can continue to do the job.

So if you were this President and the Bylaws conveyed some authority on the officer in question, which cannot simply be transferred to someone who does not actually hold the office, what would you do then?

[Kim Goldsworthy]

So if you were this President and the Bylaws conveyed some authority on the officer in question, which cannot simply be transferred to someone who does not actually hold the office, what would you do then?

Do you mean, a customized rule which grants authority to X to do Y, and which expressly prohibits anyone but X from performing act Y?

Do you mean, a bylaw worded like so?

"The Treasurer shall pay the bills. If there is no Treasurer, then no bills can be paid."

I don't have a work around for that.

My workaround only works for ordinary bylaws, which say:

"[Officer X] shall [verb + duty]."

Where Officer X does not exist, no violation occurs when the duty is performed by anyone.

• If a treasurer dies, the organization never loses the ability to pay its bills.

• If the secretary dies, the club's archive is free to be moved from the dead secretary's home, and transferred elsewhere.

• If the sergeant-at-arms dies, then the organization is free to designate anyone as a committee-of-one to set up tables and chairs.

• If the president dies, anyone can convene the meeting and preside over the meeting, if the VP is not present and the secretary is not present.

[Trina]

...

My workaround only works for ordinary bylaws, which say:

"[Officer X] shall [verb + duty]."

Where Officer X does not exist, no violation occurs when the duty is performed by anyone.

• If a treasurer dies, the organization never loses the ability to pay its bills.

• If the secretary dies, the club's archive is free to be moved from the dead secretary's home, and transferred elsewhere.

• If the sergeant-at-arms dies, then the organization is free to designate anyone as a committee-of-one to set up tables and chairs.

• If the president dies, anyone can convene the meeting and preside over the meeting, if the VP is not present and the secretary is not present.

What about something like: 'The 1st vice president shall be in charge of the spring fund raiser, and shall chair the fund raising [standing] committee; the 1st VP shall appoint at least two other members to that committee prior to January 31.' If the 1st VP office remains vacant, can some other person really do some/all of the enumerated functions without being in violation of the bylaws?

What about the ever-popular: 'The immediate past president shall chair the nominating committee.' We always hear how inadvisable such a bylaw is... in case the IPP flies the coop, drops dead, etc.

[Kim Goldsworthy]

What about the ever-popular: 'The immediate past president shall chair the nominating committee.'

That is a good counter-example.

Let's use it to show that the opposite position is illogical.

S1. Rule says, "The immediate past president shall chair the nominating committee."

S2. IPP is dead.

Conclusion: The nominating committee cannot have a chair since (a.) the sole person authorized does not exist anymore, and (b.) the rule specifies this dead person only to be chair.

TRUE OR FALSE?

[Trina]

That is a good counter-example.

Let's use it to show that the opposite position is illogical.

S1. Rule says, "The immediate past president shall chair the nominating committee."

S2. IPP is dead.

Conclusion: The nominating committee cannot have a chair since (a.) the sole person authorized does not exist anymore, and (b.) the rule specifies this dead person only to be chair.

TRUE OR FALSE?

Hmmm... I think there may be a distinction between "the IPP shall chair the nominating committee" and "the nominating committee shall be chaired [is 'chair' a verb?] by the IPP". Disobeying the first rule is a failure on the part of the IPP (so it may be OK to appoint someone else if the IPP can't/won't serve); disobeying the second rule is more clearly a violation committed by the organization.

For the purposes of Sarah and her organization, amending the bylaws seems like the clearest course around the dilemna. Whether there is time to follow the bylaws amendment process is up to her/them to determine.