Guest EStcyr Posted January 28, 2011 at 10:00 PM Report Share Posted January 28, 2011 at 10:00 PM Our organization has an executive officer creating a mid-term vacancy. Our constitution states that if in the event that a member creates a vacancy "on the Council that the president may appoint a replacement for the balance of any unexpired term." This is an executive officer creating the vacancy not a council member at large. Does the Council include the Executive Officers or are they considered different for these purposes? Link to comment Share on other sites More sharing options...
Tim Wynn Posted January 28, 2011 at 10:41 PM Report Share Posted January 28, 2011 at 10:41 PM Our organization has an executive officer creating a mid-term vacancy. Our constitution states that if in the event that a member creates a vacancy "on the Council that the president may appoint a replacement for the balance of any unexpired term." This is an executive officer creating the vacancy not a council member at large. Does the Council include the Executive Officers or are they considered different for these purposes?This requires an interpretation of your bylaws, which is beyond the scope of this forum. You'll have to check your bylaws to find the answer. The bylaws should state who is a member of the Council. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 29, 2011 at 12:46 AM Report Share Posted January 29, 2011 at 12:46 AM Our organization has an executive officer creating a mid-term vacancy. Our constitution states that if in the event that a member creates a vacancy "on the Council that the president may appoint a replacement for the balance of any unexpired term." This is an executive officer creating the vacancy not a council member at large. Does the Council include the Executive Officers or are they considered different for these purposes?That's going to depend on your bylaws. Is this person elected to the Council, or do they serve on the council by virtue of the office they hold? Are there other provisions for vacancy filling of executive offices? Does this person have a vote on the council? Link to comment Share on other sites More sharing options...
David A Foulkes Posted January 29, 2011 at 12:49 AM Report Share Posted January 29, 2011 at 12:49 AM Our organization has an executive officer creating a mid-term vacancy.Shall we assume by this you mean this officer has submitted a resignation? What office is becoming vacant? Shall we assume again it's the President? Our constitution states that if in the event that a member creates a vacancy "on the Council that the president may appoint a replacement for the balance of any unexpired term." This is an executive officer creating the vacancy not a council member at large. Does the Council include the Executive Officers or are they considered different for these purposes?And you might consider amending the bylaws to clarify what happens when the president resigns. Per RONR, the Vice President becomes the president filling that "vacancy." If the interpretation of your bylaws results in an understanding that only the president can fill a vacancy, that way leads to trouble when the president resigns. And in other cases, what if the president doesn't appoint a replacement? (that is, "may" is not "must") Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 29, 2011 at 03:39 AM Report Share Posted January 29, 2011 at 03:39 AM And you might consider amending the bylaws to clarify what happens when the president resigns. Per RONR, the Vice President becomes the president filling that "vacancy." If the interpretation of your bylaws results in an understanding that only the president can fill a vacancy, that way leads to trouble when the president resigns. And in other cases, what if the president doesn't appoint a replacement? (that is, "may" is not "must")I don't think clarification is required.The rule that the Vice President succeeds to the presidency is independent of any other vacancy-filling rules. Clearly, having the president appoint when there is no president is absurd, but it would not apply anyway.If it is desired to have a different rule than VP-succeeds, it is necessary to name the special presidency succession rules explicitly in the bylaws.So, if it really is the president who has resigned, the VP is now president, and may appoint someone to fill the vacancy that now exists in the vice-presidency. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 29, 2011 at 03:47 AM Report Share Posted January 29, 2011 at 03:47 AM I don't think clarification is required.The rule that the Vice President succeeds to the presidency is independent of any other vacancy-filling rules. Clearly, having the president appoint when there is no president is absurd, but it would not apply anyway.If it is desired to have a different rule than VP-succeeds, it is necessary to name the special presidency succession rules explicitly in the bylaws.I agree that no clarification is required in this area. It seems they might need to clarify some other things.So, if it really is the president who has resigned, the VP is now president, and may appoint someone to fill the vacancy that now exists in the vice-presidency.Well, we haven't yet established that the rule in question applies to executive officers. Link to comment Share on other sites More sharing options...
David A Foulkes Posted January 29, 2011 at 12:10 PM Report Share Posted January 29, 2011 at 12:10 PM I don't think clarification is required.I agree that no clarification is required in this area. Yes, the ascension of VP to P, per RONR, is automatic. And while I know that, as do you both, I was thinking more in terms of those challenged with interpreting their bylaws, and how some vague or contradictory or non-RONR language (even unnecessary and excessive language) in the bylaws can lead to conflict among the ranks as to what they really mean, as we've seen so often here. And since so many of the posters hear seem to come from groups where RONR is either mis-interpreted or ignored to varying to degrees, I think taking any steps to remove potential doubt in the interpretation of their rules is good advice. That's all I was saying. Link to comment Share on other sites More sharing options...
hmtcastle Posted January 29, 2011 at 12:12 PM Report Share Posted January 29, 2011 at 12:12 PM What office is becoming vacant? Shall we assume again it's the President?What is the basis for this assumption? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 29, 2011 at 12:39 PM Report Share Posted January 29, 2011 at 12:39 PM I think taking any steps to remove potential doubt in the interpretation of their rules is good advice. That's all I was saying.And doing a fine job, if I may say so. Link to comment Share on other sites More sharing options...
David A Foulkes Posted January 29, 2011 at 12:40 PM Report Share Posted January 29, 2011 at 12:40 PM And doing a fine job, if I may say so.You may. Link to comment Share on other sites More sharing options...
Guest EStcyr Posted January 30, 2011 at 03:26 AM Report Share Posted January 30, 2011 at 03:26 AM Thanks for all your replies. Here is more info for you...None of the bylaws address this issue. We have no specific provisions for filling executive offices, only for the council. Each officer is elected, all council members are appointed. All officers and council members have votes. The officer effectively resigned until we realized that is it unclear as to how we can fill her position as it requires a vote and our constitution only allows votes to happen at our annual meeting. This meeting takes place in October. Unfortunately, it is necessary to have this position filled to disburse funds, collect annual dues, pay for the rooms at a conference center, etc. So the treasurer is remaining in office until we are clear on what we can do to fill the position. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 30, 2011 at 04:08 AM Report Share Posted January 30, 2011 at 04:08 AM None of the bylaws address this issue. We have no specific provisions for filling executive offices, only for the council. Each officer is elected, all council members are appointed. All officers and council members have votes. Your organization will have to interpret for itself whether or not the vacancy-filling procedure in your Bylaws applies to executive officers. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. Link to comment Share on other sites More sharing options...
hmtcastle Posted January 30, 2011 at 04:11 AM Report Share Posted January 30, 2011 at 04:11 AM it is unclear as to how we can fill her position as it requires a vote and our constitution only allows votes to happen at our annual meeting.The fact that it may be inconvenient doesn't mean it's not clear. Link to comment Share on other sites More sharing options...
Guest EStcyr Posted January 31, 2011 at 11:36 AM Report Share Posted January 31, 2011 at 11:36 AM The fact that it may be inconvenient doesn't mean it's not clear.I believe I am confused by the fact that if there is no one in her position, then the annual meeting cannot take place, thus we cannot vote on the position at the meeting. Link to comment Share on other sites More sharing options...
hmtcastle Posted January 31, 2011 at 11:42 AM Report Share Posted January 31, 2011 at 11:42 AM I believe I am confused by the fact that if there is no one in her position, then the annual meeting cannot take place, thus we cannot vote on the position at the meeting.Well, it wouldn't be the first time that ill-conceived bylaws have painted an organization into a corner. But I'd double-check those bylaws. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 31, 2011 at 07:56 PM Report Share Posted January 31, 2011 at 07:56 PM I believe I am confused by the fact that if there is no one in her position, then the annual meeting cannot take place, thus we cannot vote on the position at the meeting.Your organization will have to interpret for itself whether or not the vacancy-filling procedure in your Bylaws applies to executive officers. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. Link to comment Share on other sites More sharing options...
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