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Board Vacancy - Bylaws are silent


hampton32

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The Board of our organization always includes the immediate Past President, whose job (per the Bylaws) is to advise the President, as needed.

Our immediate Past President is choosing to resign now even though she has one year and 3 months left in her term. (There is bad blood between her and the current President.)

The Bylaws are scant and do not specify what to do in case of a Board vacancy. Nor do the Bylaws give a lot of power to the Board. It states that the President has the power to run the meetings, as he/she sees fit, make appointments, etc.

The immediate Past President is trying to replace herself with the person who was President before her.

Can the current President select a replacement? Or should the Board vote as to the vacancy?

Thanks, in advance, for your advice.

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A Nominating Committee comprised of Past Presidents selected the immediate Past President when she became President. After her term expired, a new Nominating Committee selected a new President, and the previous one automatically became the immediate Past President.

Is there anything in RONR that could guide us since the Bylaws are silent?

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3 minutes ago, hampton32 said:

A Nominating Committee comprised of Past Presidents selected the immediate Past President when she became President. After her term expired, a new Nominating Committee selected a new President, and the previous one automatically became the immediate Past President.

Is there anything in RONR that could guide us since the Bylaws are silent?

So  how do you resign from something when you're the only one who could possibly be the immediate past president?  

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Just now, George Mervosh said:

So  how do you resign from something when you're the only one who could possibly be the immediate past president?  

I know, right? But it is probably the best thing for the organization because she is a bitterly unhappy, divisive person. The group will be more harmonious if she stops coming to meetings.

She is trying to replace herself with the person who was the President before her.

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Without trying to interpret your bylaws, it seems to me that there's nothing she can do to stop being the IPP, and you cannot select a new one, since any such person would, by definition, not be the IPP.  (Except that, if all are agreeable, your President can resign and then be appointed VP to fill that vacancy, by whatever means the bylaws provide, then the VP-cum-President can resign, making your current President the President again, and the VP can then be put back into the VP spot, making them both VP and IPP.  Alternatively, the VP can resign first, so that the President's resignation creates a vacancy, to which the current President is then appointed, making the President also the IPP.)  However, the IPP can stop showing up.  I see no point to forcing an adviser on the President in any case - if the President feels the need, they can consult with anyone they want, regardless of what your rules may say about it.  

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54 minutes ago, hampton32 said:

The Board of our organization always includes the immediate Past President, whose job (per the Bylaws) is to advise the President, as needed.

Our immediate Past President is choosing to resign now even though she has one year and 3 months left in her term. (There is bad blood between her and the current President.)

The Bylaws are scant and do not specify what to do in case of a Board vacancy. Nor do the Bylaws give a lot of power to the Board. It states that the President has the power to run the meetings, as he/she sees fit, make appointments, etc.

The immediate Past President is trying to replace herself with the person who was President before her.

Can the current President select a replacement? Or should the Board vote as to the vacancy?

I don't think anyone can select a replacement. The Immediate Past President, by definition, is the person who served immediately prior to the current President. Even if it is possible for such a person to resign from the board (and I think there is some doubt about whether this is possible), it seems to me that the resulting vacancy cannot be filled.

The situation your organization is facing is one of many reasons that most members of this forum do not recommend making the Immediate Past President an automatic member of the board.

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26 minutes ago, Josh Martin said:

The situation your organization is facing is one of many reasons that most members of this forum do not recommend making the Immediate Past President an automatic member of the board.

I agree completely.  One of our members who is a regular contributor has written an excellent short article on the problems associated with the "position" of  "immediate past president".   I'll try to find it and post a link or copy and paste it later today unless he (or  someone else) does it first.  Keep checking back.

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3 minutes ago, Richard Brown said:

I agree completely.  One of our members who is a regular contributor has written an excellent short article on the problems associated with the "position" of  "immediate past president".   I'll try to find it and post a link or copy and paste it later today unless he (or  someone else) does it first.  Keep checking back.

I would love to see the article! Thank you for looking for it.

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19 minutes ago, hampton32 said:

I would love to see the article! Thank you for looking for it

Hampton32, here is a copy and paste of the article about "immediate past president" by Dr. John Stackpole, aka "JStackpo".  I'm under the impression that it is a short article that was published in one of the parliamentary journals, but it might be that I've seen John post it so many times that I assume it was published as an article.  Nonetheless, here it is, as a copy and paste from one of his posts in this forum:

 

Immediate Past President is a bad idea

(by John Stackpole)

IPP is a Bad Idea:

And here's some reasons why the position is a bad idea:

In my personal view, setting up an "official" Immediate Past President (IPP) position is not a particularly good idea.  The most telling argument is the real possibility of a close and bitter race for the presidency, with the current president running (for a second term) against an "outsider".  And the outsider - the "reform candidate", perhaps - wins but is still stuck with the thorn of the IPP on the Board in a position to snipe at the new president.  And perhaps attempt to undermine the new president's plans.  Not to mention vote against them.

If the erstwhile president is a "good guy" the new president can (usually, depending on the bylaws) appoint him to a pre-existing committee - or even have him chair one, which might put him on the Board - as the new president sees fit.  That way the IPP's experience and value can be put to good use, when needed, without the danger of setting up an adversarial situation which would require a bylaw amendment to get out of.

Here's some more reasons

1) The President resigns and wants nothing to do with the organization.
 
2) The President simply doesn't run for election again because he's had enough, and never shows up at a board meeting.
 
3) The President is booted out of office for being incompetent, or for something more nefarious.
 
4) The President dies.
 
5) The President resigns and moves (wants to help but isn't around).

6) Even worse is the bylaw assignment of the IPP to chair a committee - such as nominating.  Then he dies/quits/leaves town, &c.  You are then stuck with an unfillable (by definition) vacancy.

Note that except for item 4, the IPP may well be part of the quorum requirement for meetings, even though he never shows up.

 

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