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VP resigns nominates board member for position. President in Attendance


dan.btfp@gmail.com

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Hello,

 

Two years ago during a board meeting our VP announces his resignation as VP Only and remains on as a board member.  At the same meeting he nominates a board member for his position and immediately motions for a vote (approved) giving this person the new VP officer position.

 

Our President was present at the meeting.

 

One year later the VP position is up for vote again and this individual runs unopposed and continues to hold the title for two more years. 

 

Question:  is this allowed?  If not allowed, is the next term still valid if running unopposed?  My reading of the by-laws makes me believe only the president can make this move and / or a board member may nominate another board member for a vacant position but must vote at the next meeting .

 

Any advice to help me understand this is greatly appreciated.  I'm told it's a mute point. 

 

Thanks!

Dan

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We really can't tell you if what transpired is 'allowed' or not. If, as you say, there is a procedure described in your bylaws for filling a vacancy, then that procedure must be followed. Check your bylaws so that, even if no one else is familiar with the procedure, you will be. It's indoubtedly too late to worry about what happened two years ago.

 

And having only one nominee for an office does not seem top be a very unusual situation, based on the questions posed on this site. There is absolutely nothing wrong with an unopposed candidate being elected. In fact, in many such cases no election is required, depending on whether the bylaws require a ballot vote or not.

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Two years ago during a board meeting our VP announces his resignation as VP Only and remains on as a board member.  At the same meeting he nominates a board member for his position and immediately motions for a vote (approved) giving this person the new VP officer position.

 

Our President was present at the meeting.

 

One year later the VP position is up for vote again and this individual runs unopposed and continues to hold the title for two more years. 

 

Question:  is this allowed?  If not allowed, is the next term still valid if running unopposed?  My reading of the by-laws makes me believe only the president can make this move and / or a board member may nominate another board member for a vacant position but must vote at the next meeting .

 

Any advice to help me understand this is greatly appreciated.  I'm told it's a mute point. 

 

It is allowed if your bylaws allow it.

 

Unless the bylaws clearly provide otherwise, notice of filling a vacancy in office must always be given to the members of the body that will elect the person to fill it. (RONR 11th ed., p. 575, ll. 7-9)

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Hello,

 

Two years ago during a board meeting our VP announces his resignation as VP Only and remains on as a board member.  At the same meeting he nominates a board member for his position and immediately motions for a vote (approved) giving this person the new VP officer position.

 

Our President was present at the meeting.

 

One year later the VP position is up for vote again and this individual runs unopposed and continues to hold the title for two more years. 

 

Question:  is this allowed?  If not allowed, is the next term still valid if running unopposed?  My reading of the by-laws makes me believe only the president can make this move and / or a board member may nominate another board member for a vacant position but must vote at the next meeting .

 

Any advice to help me understand this is greatly appreciated.  I'm told it's a mute point. 

 

It seems to me that, unless the bylaws provide otherwise, it was improper to fill the vacancy at the same meeting that the vacancy was announced. Notice should have been provided of the election to fill the vacancy.

 

Since the person has now been properly elected to the office, however, this is indeed a moot point, and his full two-year term is perfectly valid.

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Thanks Josh and others for your response. - still learning.

The reply " how do you expect us to know what your by-laws state" hit home.....

I better think these questions through. I should have referenced the by-laws.

There are two instances:

ARTICLE: DIRECTORS

1.) New created directorships and vacancies

Any member of the Board of Directors may nominate the director to any newly created directorship resulting from an increase in the number of directors and to vacancies occurring on the board of directors for any reason. The board member shall present the qualifications of the person nominated. The election shall take place during the meeting held the next month. The person nominated Must obtain a majority of the vote of those present. The director appointed to fill a vacancy caused by resignation death or removal shall be appointed to hold the office for the unexpired term of the prior director.

ARTICLE: OFFICERS

2.) Removal or Resignation

The board of directors may remove any officer appointed with cause. In the event of the death, resignation or removal of an officer, the President may appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of Pres. secretary and treasurer..

My take on the move was that.... Only the President can appoint another officer.

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... My take on the move was that.... Only the President can appoint another officer.

 

I'm inclined to go along with this take on it, although I would prefer to beg off entirely when I'm feeling mostly idealistic or Pollyannish because it resembles interpreting bylaw over the Internet, which generally is a bad idea, but I'm susceptible because (as some of you regular readers know) I'm a bylaws slut.

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ARTICLE: DIRECTORS

1.) New created directorships and vacancies

Any member of the Board of Directors may nominate the director to any newly created directorship resulting from an increase in the number of directors and to vacancies occurring on the board of directors for any reason. The board member shall present the qualifications of the person nominated. The election shall take place during the meeting held the next month. The person nominated Must obtain a majority of the vote of those present. The director appointed to fill a vacancy caused by resignation death or removal shall be appointed to hold the office for the unexpired term of the prior director.

ARTICLE: OFFICERS

2.) Removal or Resignation

The board of directors may remove any officer appointed with cause. In the event of the death, resignation or removal of an officer, the President may appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of Pres. secretary and treasurer..

My take on the move was that.... Only the President can appoint another officer.

 

Yes, that would seem to be the case, but the fact remains that since the member has now been properly elected to the office, this is now a moot point, and the full two-year term is perfectly valid.

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Thanks Josh and others for your response. - still learning.

The reply " how do you expect us to know what your by-laws state" hit home.....

I better think these questions through. I should have referenced the by-laws.

There are two instances:

ARTICLE: DIRECTORS

1.) New created directorships and vacancies

Any member of the Board of Directors may nominate the director to any newly created directorship resulting from an increase in the number of directors and to vacancies occurring on the board of directors for any reason. The board member shall present the qualifications of the person nominated. The election shall take place during the meeting held the next month. The person nominated Must obtain a majority of the vote of those present. The director appointed to fill a vacancy caused by resignation death or removal shall be appointed to hold the office for the unexpired term of the prior director.

ARTICLE: OFFICERS

2.) Removal or Resignation

The board of directors may remove any officer appointed with cause. In the event of the death, resignation or removal of an officer, the President may appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of Pres. secretary and treasurer..

My take on the move was that.... Only the President can appoint another officer.

 

It looks thoroughly ambiguous to me.  In Article 1 we are told that a vacancy that occurs for any reason is filled by an election of the Board.  In Article 2 we are told that the President appoints successors for vacancies.

 

Looks like those bylaws are in need of repair.

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ARTICLE: DIRECTORS

1.) New created directorships and vacancies

Any member of the Board of Directors may nominate the director to any newly created directorship resulting from an increase in the number of directors and to vacancies occurring on the board of directors for any reason. The board member shall present the qualifications of the person nominated. The election shall take place during the meeting held the next month. The person nominated Must obtain a majority of the vote of those present. The director appointed to fill a vacancy caused by resignation death or removal shall be appointed to hold the office for the unexpired term of the prior director.

ARTICLE: OFFICERS

2.) Removal or Resignation

The board of directors may remove any officer appointed with cause. In the event of the death, resignation or removal of an officer, the President may appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of Pres. secretary and treasurer..

My take on the move was that.... Only the President can appoint another officer.

 

It looks thoroughly ambiguous to me.  In Article 1 we are told that a vacancy that occurs for any reason is filled by an election of the Board.  In Article 2 we are told that the President appoints successors for vacancies.

 

Looks like those bylaws are in need of repair.

Gary, I don't see an ambiguity or conflict between Article 1 and Article 2.

 

Article 1 addresses vacancies on the board of directors... directorships... and specifies how those vacancies are to be filled.

 

Article 2 addresses vacancies among the officers....  Vice president, secretary, treasurer, etc.... and specifies a different method of filling those vacancies.

 

To me, the two provisions address two different types of vacancies and simply provide one method for replacing directors and a different method for replacing officers.

 

I do agree that the language can perhaps be tightened a bit, especially in Article 2.  It could be made clear, for example, whether the president can actually appoint people to fill vacant offices without board approval or if the board must approve his appointments.  As written, though, I interpret Article 2 as giving the president the power to act alone.

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Question: if this scenario presented itself again..... ( would you agree, per the by-laws above )  the only way to replace a resigned officer is to have the president appoint the person?

It will, of course, ultimately be up to the society to interpret its own bylaws (see RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation), but yes, that would be my interpretation, based on the facts provided.

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