Executive Committee Function

[Gene]

The Bylaws of our nationwide organization identify an Executive Committee in Bylaw 3.30

3.30 An Executive Committee (EC) consisting of the President, Vice President, Secretary and Treasurer may meet as necessary to conduct OCA business. Conference telephone calls may constitute an EC meeting.

3.31 The EC shall prepare mail ballots for the Board on any issue necessitating Board

action between Board Meetings.

During the 2010 election process there was no candidate for the position of Secretary and because of the incomplete election we are now left with an unfilled position on the Board of Directors as well as the Executive Committee.

Our Bylaws also state (however unwisely) that the President may vote only to break a tie. Bylaws 4.40, 4.41 and 4.42 cover this subject.

4.40 Board Members may designate a proxy. Written evidence of proxy must be presented to the Presiding Officer at the beginning of the Meeting. Only a person entitled to vote at a meeting may hold a proxy. No person may hold more than two proxies. Method of designating a proxy is AEPM.

4.41 Action by the BOD on all matters, except those otherwise provided herein, shall require a majority approval of those voting in person or by proxy.

4.42 The President may vote only to break a tie.

One question now is- Until our organization holds an election to fill the Secretary’s position can the currently elected members of the Executive Committee function per Bylaw 3.30 and 3.31 (Quoted above)?

Another question is - Based on Bylaw 4.42 can the President vote as a member of the Executive Committee when there is a tie vote by the Executive Committee?

And finally - Based on Bylaws 4.40, 4.41 and 4.42 can the President vote on any question if there is not a tie?

Thank you, Gene

[hmtcastle]

One question now is- Until our organization holds an election to fill the Secretary’s position can the currently elected members of the Executive Committee function per Bylaw 3.30 and 3.31 (Quoted above)?

Generally speaking, vacancies don't affect a body's ability to act (except if they result in an inability to obtain a quorum}.

Your other questions can only be answered by properly interpreting your bylaws, something that requires reading them in their entirety and which is beyond the scope of this forum.

[Gene]

On a recent RONR Forum Question I was advised that the failure to elect someone to a position, as required by our bylaws, did not create a vacancy. (Vacancy -A position that has been vacated by the office holder either by resignation, removal or death)

If I understood the answer to my question at that time regarding the secretary's position our organization now has an unfilled position that will require an election to fill.

Reference the subject Meeting Minutes during week November 30 through December 5, 2010.

The only references to the subjects of my other questions are included in the previous post.

Thank you.

[hmtcastle]

On a recent RONR Forum Question I was advised that the failure to elect someone to a position, as required by our bylaws, did not create a vacancy. (Vacancy -A position that has been vacated by the office holder either by resignation, removal or death)

If I understood the answer to my question at that time regarding the secretary's position our organization now has an unfilled position that will require an election to fill.

The cause of the vacancy (either an incomplete election or a mid-term resignation, removal, or death) has no bearing on the ability of the body to function.

I don't happen to share that narrow definition of "vacancy" but what I think was being suggested is that the authority to fill mid-term vacancies does not extend to completing an incomplete election.

But, if you don't like the term "vacancy", call it an unfilled position.

[Kim Goldsworthy]

The Bylaws of our nationwide organization identify an Executive Committee in Bylaw 3.30

3.30 An Executive Committee (EC) consisting of the President, Vice President, Secretary and Treasurer may meet as necessary to conduct OCA business. Conference telephone calls may constitute an EC meeting.

3.31 The EC shall prepare mail ballots for the Board on any issue necessitating Board

action between Board Meetings.

During the 2010 election process there was no candidate for the position of Secretary and because of the incomplete election we are now left with an unfilled position on the Board of Directors as well as the Executive Committee.

Our Bylaws also state (however unwisely) that the President may vote only to break a tie. Bylaws 4.40, 4.41 and 4.42 cover this subject.

4.40 Board Members may designate a proxy. Written evidence of proxy must be presented to the Presiding Officer at the beginning of the Meeting. Only a person entitled to vote at a meeting may hold a proxy. No person may hold more than two proxies. Method of designating a proxy is AEPM.

4.41 Action by the BOD on all matters, except those otherwise provided herein, shall require a majority approval of those voting in person or by proxy.

4.42 The President may vote only to break a tie.

One question now is- Until our organization holds an election to fill the Secretary’s position can the currently elected members of the Executive Committee function per Bylaw 3.30 and 3.31 (Quoted above)?

Another question is - Based on Bylaw 4.42 can the President vote as a member of the Executive Committee when there is a tie vote by the Executive Committee?

And finally - Based on Bylaws 4.40, 4.41 and 4.42 can the President vote on any question if there is not a tie?

That is one spin.

There may be other spins.

But, be aware, you asking a question about your own unique rules.

You are NOT asking a question about Robert's Rules of Order.

"Can [body X] function per Bylaw 3.30 and 3.31?"

"Based on Bylaw 4.42 can the President [do X]?"

"Based on Bylaws 4.40, 4.41 and 4.42 can the President [do Y]?"

No one, but the organization itself, can tell you WHAT YOUR OWN UNIQUE RULES MEAN, unless the wording is taken exactly from the corresponding text of Robert's Rules of Order, where we can tell you what the standard interpretation is, for that given text.

Even then, it is possible that the meaning of the text within Robert's Rules of Order will not match the meaning of your drafters and adopters of your unique bylaws, despite the coincidence of matching phrases.