What is the exact definition of vacancy? I'm referring to this with regard to a religious organization. I understand that if an officer resigns, the Board may elect a replacement until the next congregation meeting, whereupon, the nominee of the nomination committee will then be voted in. An issue exists where no one filled the vacancy and no-one was nominated to fill the spot at the general meeting. (Presumably, President and nominating committee were unable to find anyone). Now a person has been identified. Is this person filling a vacancy and therefore needs only be voted in by the Board of Trustees, or is he filling an elected position and he needs to be approved by a vote of the congregation? If the 1st option, then how does one prevent the President from forcing elected officials to resign and then waiting until after a congegation meeting to present to the Board (not to the congregation) his selections for replacements. (The answer to last question is not the primary question.)
Country relating to Question: United States
State (if USA): New Jersey
I've looked at all the Title 16 statutes.
I need an answer by 5:30PM EST tomorrow (7/9/12) before our Board meeting, or the response may no longer matter.
This issue should be addressed in the Articles or Bylaws of the organization.Do you have copies of those documents?Your question did not identify the position that is vacant, so I have no idea if it is an elected or an appointed position. Please provide a little more detail.
Sorry for not being precise enough. The position is elected - it is the Executive Vice President (the person who, unless voted otherwise, will succeed the President).
Our bylaws state"Vacancies in the membership of the Board of Trustees may be filled by the Board of Trustees, upon recommendation by the President. A member of the Board of Trustees appointed to fill a vacancy shall serve until the next annual meeting of the Congregation, and until the election and qualification of a successor"
Also, "Immediately after the elction of members of the Board of Trustees at the annual meeting of the Congregation, the following Officers shall be elected by the Congregation from among the members of the Board of Trustees, each of whom shall serve until the next annual meeting and until the election and qualification of successors: 1.President, 2.Executive Vice President, 3.Two Vice Presidents, 4.Secretary, 5.Treasurer"
I don't believe any other items in our bylaws are pertinent. We do not have Articles or a Constitution, only the Bylaws.
A few months ago, three elected officials resigned. The President recommended two replacements which were approved by the Board. The Exec. VP position, however, went vacant. At the congregation meeting held 3 weeks ago, elections took place for all positions except for the Exec.VP, which still had no person to fill.
At the previous meeting of the Board, it was agreed that since there was no nominee for Exec.VP, we would have to hold another congregation meeting to vote that person into office, once a person had been identified. Now, the President is looking to have his nominee voted into office by the Board, saying a vote from the congregation is not needed. It is my opinion that whether the position is now subject to election by the Board or by the Congregation hinges on the definition of vacancy.
In addition, NJ Title 16 statutes 16:1-13.2, 16:12-22, and 16:3-5 make me think that the vacancy existed only until the congregation meeting (3 weeks ago) and now that no-one was voted into the position, it is "unfilled", not "vacant", and must be filled as it normally would be - by a vote of the congregation.
Is there any other information you need from me?
Thank you for your help.
Thank you for that information.The bylaws you quoted seem to clearly require the congregation to elect the Executive VP even if one is serving because he or she was temporarily apponted by the trustees.
This is what I thought. Is it still legal to nominate a person (with an approval vote by the board of trustees) now, knowing that this is temporary, until the next regularly scheduled congregation meeting (which will be June, 2013), or must a special meeting of the congregation be held (as soon as possible) in order to fill this position?
I'm sorry but without having a copy of the Bylaws I cannot know with certainty, but I do not know of any general prohibition against congregants nominating more than one person to fill a seat on the Board of Trustees.
I think you misunderstood my previous question. I'm really trying to ascertain whether the President can still circumvent calling a congregation meeting to elect a new Exec VP by simply agreeing that his nomination is temporary until next year's congregation meeting. In other words, by missing the opportunity for the nominating committee to put a candidate up for that position, does it still give the Pres. the same option he had when the person in that position resigned a few months ago (before the congregation meeting we just had).
FWIW, I brought up the point (at the previous Board of Trustees meeting) that if the position was unfilled at the congregation meeting, then we would need another (special) congregation meeting to elect that person once they were identified. The powers-to-be agreed, but are now denying they said that, and the minutes (yet to be approved) don't go into details of the discussion. Now that I know your opinion, I can use that at evidence at this evening's meeting, but I am envisioning the President attempting to continue with his original plan, which is to have the trustees approve the ExecVP election.
Do the Bylaws allow a member of the Congregation to call a special meeting to fill a vacancy among the officers?
Yes. And that would be my plan (I'm actually a trustee) if the President (who is showing a trend of not caring about the law in order to get his agenda(s) accomplished) attempts to fill this position as if it were the same as a vacancy.
It looks like you can proceed with your plan to notice a special meeting, but be sure to pay attention to whatever formal notice requirements are contained in the bylaws.Please remember to click at least 3 stars if I have been helpful.You can keep posting follow up questions even after you accept an answer.
Thank you again. Just to be certain that I understand this - Is it legal for the President to try to use the trustee vote scenario by saying that the position is only being filled temporarily?
The President can try to make this power grab, but as long as the Bylaws allow you to call a special election, the issue can be settled promptly without having to wait until the next regular meeting of the Congregation.It is not clear if it is legal or not. If he does it and no one challenges it and he gets away with it, then it becomes a done deal and presumably legal. But it is also legal for you to prevent the power grab by noticing a special meeting. The people who wrote those bylaws as you described them clearly put the final power over appointment of officers in the hands of the Congregation, and not in the hands of the Board of Trustees or any Officer.
Again, thank you, and have a great day.
Thank you for accepting my answer.
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).