Filling Officer Vacancies

[Guest Don H]

In the By-Laws of our non-profit corporation, it says we MUST have 4 Officers plus 5 General Board members with voting privledges for a total of 9 voting members. Our Treasurer resigned prior to our monthly meeting, then our President and Vice-President resigned effective at the end of the same monthly meeting. In addition, 2 of our General Board Members also resigned at the end of this same meeting. This left us with only 1 Officer and 7 additional voting members remaining in the group. The group wanted to hold the new elections that same night, since they knew they would be down to only 8 voting members after the meeting was over, essentially allowing the resigning members to vote just before they were out of the group. Then they would have the new officers in place and find recruiting new members easier than with only 1 Officer in place.

Can we do this? Is proper notice required to hold a Special Election for the 3 vacant Officer positions. This is not contained in our By-Laws.

[Kim Goldsworthy]

In the By-Laws of our non-profit corporation, it says we MUST have 4 Officers plus 5 General Board members with voting privledges for a total of 9 voting members.

So NINE (9) is the base number. Right?

The countdown begins!

Our Treasurer resigned prior to our monthly meeting,

"Eight little Indians ..."

then our President and Vice-President resigned effective at the end of the same monthly meeting.

"Seven little, Six little Indians ..."

In addition, 2 of our General Board Members also resigned at the end of this same meeting.

"Five little, four little Indians ..."

This left us with only 1 Officer and 7 additional voting members remaining in the group.

1 + 7 = 8

"Yeow!"

You've jumped up to 8 when you were down to 4.

How did you manage to do that?

[Trina]

In the By-Laws of our non-profit corporation, it says we MUST have 4 Officers plus 5 General Board members....

....

"Yeow!"

You've jumped up to 8 when you were down to 4.

How did you manage to do that?

Perhaps they MUST have at least 5 general board members, and they happen to have more at the moment ?

....

The group wanted to hold the new elections that same night, since they knew they would be down to only 8 voting members after the meeting was over, essentially allowing the resigning members to vote just before they were out of the group. Then they would have the new officers in place and find recruiting new members easier than with only 1 Officer in place.

Can we do this? Is proper notice required to hold a Special Election for the 3 vacant Officer positions. This is not contained in our By-Laws.

Do your bylaws say anything about who is supposed to fill vacancies? It's hard to address your question further without having that bit of information.

[Rob Elsman]

Previous notice is required to hold elections to fill the vacancies created by the resignations of the officers, RONR (10th ed.), p. 279, ll. 27-30.

[David A Foulkes]

I used to like math.

[Guest Don H]

In the By-Laws of our non-profit corporation, it says we MUST have 4 Officers plus 5 General Board members with voting privledges for a total of 9 voting members. Our Treasurer resigned prior to our monthly meeting, then our President and Vice-President resigned effective at the end of the same monthly meeting. In addition, 2 of our General Board Members also resigned at the end of this same meeting. This left us with only 1 Officer and 7 additional voting members remaining in the group. The group wanted to hold the new elections that same night, since they knew they would be down to only 8 voting members after the meeting was over, essentially allowing the resigning members to vote just before they were out of the group. Then they would have the new officers in place and find recruiting new members easier than with only 1 Officer in place.

Can we do this? Is proper notice required to hold a Special Election for the 3 vacant Officer positions. This is not contained in our By-Laws.

[Guest Don H]

Our Board of Directors is made up of the Executive Board, which is the 4 officers and they have voting rights. After the resignations, it would leave us with 1 Officer plus 7 General Board Members with voting rights. Our By-Laws say we must have 4 Executive Board members (4 officers) plus at least 5 General Board members with voting rights). Based on the required minimum of a total of 9 members required, the group wanted to allow the outgoing members to vote on the new officers BEFORE the end of the meeting, at which time the group would be down to only 8 voting members and not the 9 required in the By-Laws.

So I ask again, can they do the vote for new officers this way or should they wait until the requit at least 1 more General voting member, and THEN hold an election for new officers?

The group does plan to revise the By_laws once more members are added.

[Kim Goldsworthy]

... the group wanted to allow the outgoing members to vote on the new officers BEFORE the end of the meeting ...

... can they do the vote for new officers this way or should they wait until the requit at least 1 more General voting member, and THEN hold an election for new officers?

Q. Is the quorum rule still satisfied?

If you can meet your quorum requirement, then what is stopping you?

With so many people no longer sitting on EITHER "board", it is hard to tell the players without a scorecard.

[hmtcastle]

So I ask again, can they do the vote for new officers this way or should they wait until the requit at least 1 more General voting member, and THEN hold an election for new officers?

Vacancies occur all the time and do not bring business to a grinding halt.

Whoever is a member at the time the vote is taken can vote. There is no such thing as an "outgoing" (or "incoming") member. You're either a member or you're not.

[Guest Don H]

In the By-Laws of our non-profit corporation, it says we MUST have 4 Officers plus 5 General Board members with voting privledges for a total of 9 voting members. Our Treasurer resigned prior to our monthly meeting, then our President and Vice-President resigned effective at the end of the same monthly meeting. In addition, 2 of our General Board Members also resigned at the end of this same meeting. This left us with only 1 Officer and 7 additional voting members remaining in the group. The group wanted to hold the new elections that same night, since they knew they would be down to only 8 voting members after the meeting was over, essentially allowing the resigning members to vote just before they were out of the group. Then they would have the new officers in place and find recruiting new members easier than with only 1 Officer in place.

Can we do this? Is proper notice required to hold a Special Election for the 3 vacant Officer positions. This is not contained in our By-Laws.

[Guest Don H]

So from what I am reading from the responses, since members were resigning at the end of the meeting, it was ok for them to vote for new officers before the meeting ended? But no prior notice was given to the membership that the filling of the officers would take place at this meeting, the idea just came up at the meeting. Two returning voting members were not present for this meeting. Is the vote still ligitimate or should it be done aqain at a later time with notice being given? We would let the officers stay in their positions on an interim basis, since the original officers have now let the group.

We do not have it spelled out in our By-Laws so what is the proper notice to be given when filling vacant officer positions?

[Trina]

....

our President and Vice-President resigned effective at the end of the same monthly meeting. In addition, 2 of our General Board Members also resigned at the end of this same meeting. This left us with only 1 Officer and 7 additional voting members remaining in the group. The group wanted to hold the new elections that same night

....

OK, one thing I don't understand about this situation is the obvious past tense -- all this resigning, and the 'wanting' to hold an election at the same meeting presumably took place at a meeting that is now adjourned. Did an election take place before adjournment or not? Were the resignations accepted? Which comes back to my earlier question -- is this body that was (note past tense) meeting the same body that is empowered to fill vacancies (and, therefore, the body that can appropriately accept the resignations)?

...

Our By-Laws say we must have 4 Executive Board members (4 officers) plus at least 5 General Board members with voting rights). Based on the required minimum of a total of 9 members required, the group wanted to allow the outgoing members to vote on the new officers BEFORE the end of the meeting, at which time the group would be down to only 8 voting members and not the 9 required in the By-Laws.

...

This worry is really a red herring. Look at it this way -- suppose your board had exactly 9 members one year, and one of them got hit by a bus. Would you assume, in that situation, that the board would be unable to conduct any further business because it no longer had the 9 members required in the By-Laws? Unless your quorum is set at 9 members (which, although possible, would be a pretty bone-headed choice by the people who wrote your bylaws), this perceived problem simply isn't a problem. As Mr. Mountcastle pointed out, vacancies occur all the time, without consequence to the assembly's basic right to conduct business.

[Trina]

So from what I am reading from the responses, since members were resigning at the end of the meeting, it was ok for them to vote for new officers before the meeting ended? But no prior notice was given to the membership that the filling of the officers would take place at this meeting, the idea just came up at the meeting. Two returning voting members were not present for this meeting. Is the vote still ligitimate or should it be done aqain at a later time with notice being given? We would let the officers stay in their positions on an interim basis, since the original officers have now let the group.

We do not have it spelled out in our By-Laws so what is the proper notice to be given when filling vacant officer positions?

Ah, so the proposed election did take place before the meeting was adjourned. As Mr. Elsman pointed out earlier,

'In the case of a resignation from office, unless the bylaws provide otherwise, the assembly cannot proceed to fill the vacancy immediately since notice is a requirement.' (RONR p. 279 ll. 27-30).

Since a notice requirement was apparently ignored (and, in addition, you specifically mention that some members were absent), the rights of absentees were violated, which makes the election null and void (see RONR p. 244). You don't have 'interim' officers in those positions; those officer positions are vacant. Notice needs to be 'reasonable'; RONR does not spell out a magic number of days, so figure out what is reasonable in your organization, and send written notice (the default means of giving notice under RONR is by mail), since your bylaws are apparently silent on the matter.

edited to add:

Don't worry about the fact that you have vacancies in the offices of president and vice president -- just elect a chair pro tem (someone to carry out the duties of presiding officer for the duration of a meeting) at each of your meetings until new officers are properly elected.

[Josh Martin]

Notice needs to be 'reasonable'; RONR does not spell out a magic number of days, so figure out what is reasonable in your organization, and send written notice (the default means of giving notice under RONR is by mail), since your bylaws are apparently silent on the matter.

You're confusing the rules for previous notice with the rules for the call of a meeting (although the topics are related).

The requirement for previous notice under RONR is that notice may be given orally at the previous meeting (if the meetings are within a quarterly interval) or included in the call of the meeting, and the call of the meeting must be sent a reasonable number of days in advance. (RONR, 10th ed., pg. 116, lines 8-17)

[Guest Don H]

Thank you for all who replied. There was no advance notice isued that an election would take place for the upcoming vacancies, two of which just occured at the end of the meeting. I suggested they wait, but the members were concerned about going on with only 8 voting members and thought they would be unable to vote in new officers until they recruited a 9th Board Member. They reasoned they would allow the 4 outgoing voting members at this meeting to give them enough voting members to push through the vote for the new officers.

Now I have to decide how forcefully I approach them to do the elections over with proper notice to the now group of 8 since it will be awhile until they add a new member. I just resigned as President and am now an Advisory Board Member with voting rights. We always gave at least a month's notice in the past of any election for officers.

[Guest Don H]

Thank you for all who replied. There was no advance notice isued that an election would take place for the upcoming vacancies, two of which just occured at the end of the meeting. I suggested they wait, but the members were concerned about going on with only 8 voting members and thought they would be unable to vote in new officers until they recruited a 9th Board Member. They reasoned they would allow the 4 outgoing voting members at this meeting to give them enough voting members to push through the vote for the new officers.

Now I have to decide how forcefully I approach them to do the elections over with proper notice to the now group of 8 since it will be awhile until they add a new member. I just resigned as President and am now an Advisory Board Member with voting rights. We always gave at least a month's notice in the past of any election for officers.

[Guest Don H]

I meant to say WITHOUT voting rights.