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Filling A Vacancy


RandyHighsmith

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Hello,

I am a member and officer of my local Sons of the American Revolution Chapter.   We had our President resign, thus creating a vacancy.  Our By-Laws provided that the First Vice President would ascend to the Presidency, the 2nd VP would move to 1st VP etc.  We had no problems with that taking place but we have some contention with the position of Immediate Past President.  We have 7 VOTING elected positions; President, 1st VP, 2nd VP, Secretary, Treasurer, Registrar and Member-At-Large. The Immediate Past President is a de facto voting member.

It is my contention that since the President resigned and has no intentions of fulfilling the Immediate Past President duties then that position would remain with the person that held it prior to the President's resignation, by default.  If not by default then the new President could appoint.  Below is an excerpt from our by laws of what I base my opinion on.  Specifically Section 4.

 

Thoughts/Guidance?

Thanks,
Randy

Article IV
Officers

 

Section 1: The elected officers of this Chapter shall be President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Member-at-Large and Registrar.  Elected officers serve as voting members of the Executive Committee.  All other non-voting officers, including, Genealogist, Chancellor, Chaplain, Editor, Webmaster, Color Guard Commander, Sergeant-at-Arms and Historian, shall be appointed by the President with the consent of the Executive Committee. A title of Emeritus may be added to any of these appointed positions to a member who is approved of this honor by the Executive Committee. Officers are expected to actively recruit new members and/or provide referrals to other Chapters as appropriate. Appointed officers serve at the will and pleasure of the President. 

Section 2: A nominating committee, consisting of living past Presidents of the chapter shall confer no later than the December meeting prior to the new administration. It shall be the duty of the committee to nominate a candidate for each elective office to be filled for the ensuing term and a regular report made to the meeting body at the stated meeting in January. Additional nominations will be accepted from the floor.

Section 3:  Elections shall be conducted at a regular meeting and a majority shall elect. All elected officers shall hold their office for a period of one year, or until as successor is elected. Their term of office shall begin at the close of the annual meeting at which they are installed.
 

Section 4: The President with the consent of the Executive Committee shall fill vacancies created either by death, resignation, or by formal removal.

Section 5:  Officers shall be installed at the annual George Washington Birthday Dinner meeting in February.

 

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Yes, sorry meant to include that as well.

 

Article VI
Executive Committee

Section 1:  The Executive Committee shall have general supervision of the affairs of the chapter between meetings. It is subject to the order of the Chapter. The Executive Committee shall be composed of the following voting members: Chapter President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Member-at-Large, Registrar and the immediate Past President. All non-voting appointed officers, including, Genealogist, Chancellor, Chaplain, Editor, Webmaster, Color Guard Commander, Sergeant-at-Arms and Historian, are expected to attend and participate in all meetings. The Secretary shall be required to keep minutes of all transactions of the Executive Committee meetings and have them available for the membership upon demand at the general meeting. All meetings are open to the membership.

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Agreeing with both Hieu Huynh and Bruce Lages, I don't see any mention of immediate past president in your bylaws.  Yet, you said " The Immediate Past President is a de facto voting member.".  What do you mean by that?  A person either is or is not a member of something.  If the bylaws do not make provision for the position of immediate past president, it does not exist.  If your board members want to let the immediate past president (or anyone else) sit in on board meetings and be able to speak and even debate, the board can do that, but per RONR he absolutely, positively cannot have a vote... and he is NOT a member of the board. 

Edited to add:  Most of us who are regular contributors to this forum frown on the position of immediate past president.  We have seen it cause too many problems, many of them of the nature you are facing now.  It is very problematic.  My personal opinion, and I believe most others on here share it, is that, without a further definition in your bylaws,  is that the immediate past president is the last person who held the office of president.  Period.  It doesn't matter why he is no longer president or how long he served as president.  You also do not keep "reaching back" to find a "suitable" past president.  Words mean things, and to most of us, "immediate past president" means just that:  the person who is the most immediate past president.  But, that is just my opinion. 

When an organization's bylaws say there shall be the position of immediate past president without also providing all  of the necessary details of how he is chosen, etc, it becomes a matter of bylaws interpretation and you are on your own.  We cannot interpret bylaws in this forum.  But, your bylaws don't provide for the position at all, so it doesn't even exist in your organization.  All that is needed to stop the practice of having an immediate past president is for someone to raise a point of order that the position doesn't exist.

If you want to have the position, you must provide for it in your bylaws.

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6 minutes ago, Richard Brown said:

Agreeing with both Hieu Huynh and Bruce Lages, I don't see any mention of immediate past president in your bylaws.  Yet, you said " The Immediate Past President is a de facto voting member.".  What do you mean by that?  A person either is or is not a member of something.  If the bylaws do not make provision for the position of immediate past president, it does not exist.  If your board members want to let the immediate past president sit in on board meetings and be able to speak and even debate, the board can do that, but per RONR he absolutely, positively cannot have a vote... and he is NOT a member of the board. 

Posted the section that provides for Immediate Past President as a voting member right before you posted this...

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8 minutes ago, RandyHighsmith said:

Posted the section that provides for Immediate Past President as a voting member right before you posted this...

OK, I see that now.  Thanks.  So, in your organization the position does exits.  However, everything else I said in my comment above about the problems with the position of immediate vice president still  applies.  Since your bylaws don't further define how the immediate past president is determined where there is a resignation, expulsion, death, etc,, this is a matter of bylaws interpretation and you are on your own.  My personal opinion that words mean things and that the person who most recently held the office of president becomes the immediate past president the instant he vacates the presidency (regardless of the reason for it) still holds.

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Thanks Richard.  I agree it seems to have caused some unnecessary strife.  Funny thing is, right before the President that resigned originally took office was due to a death of the previous President.  We pretty much have the same people involved in this board and it was not a contention at all for the year the resigned President held the office.  The Immediate Past President for the President who died is the same person.

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I do not see how your organization can "interpret" Immediate Past President as anything other than EXACTLY the most recent person that was the President. This is one (of many) examples and reasons for eliminating an automatic role for the Immediate Past President (or any Past Presidents).

For a few years, I was on the Board of a state trade association, that had a defined role for the "Immediate Past Board Chairman". While there were no "disasters" as a result, I learned that different "Past Chairmen" different interpretations. I was able to push through Bylaws changes to eliminate this automatic role.

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I don't think it's a matter of bylaw interpretation, which would imply more than one reasonable interpretation.  I think it's a matter of English interpretation.  The Immediate Past President is the person who was, in the immediate past, the President.  I don't see any option other than this position belonging to the person who resigned, whether they choose to use it or not.

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1 hour ago, RandyHighsmith said:

We had our President resign, thus creating a vacancy. 

. . . but we have some contention with the position of Immediate Past President.  

. . . The Immediate Past President is a de facto voting member.

It is my contention that

since the President resigned and has no intentions of fulfilling the Immediate Past President duties  -- then that position would remain with the person that held it prior to the President's resignation, by default. 

If not by default then the new President could appoint. 

"Intention"?

You cannot deny the resigned president's de facto position of "immediate past president" based on a psychological state which you cannot objectively prove.

If your resigned president were to resign from IPP, then OK, you may accept resignations under the condition of "Request to be Excused from a Duty".

***

Certainly, you cannot insert a non-immediate past president (as you say, the PP who preceded the IPP) into a position called "Immediate Past President", if only based on a common dictionary, i.e., the meaning of "immediate" and "past president".

There no justification (a.) in your own rules; (b.) in Robert's Rules; (c.) per a dictionary.

***

To your credit, I am not sure of my opinion of "the president fills all vacancies," given your bylaws. Your bylaws do grant power of appointment to your Executive Committee in such  away where a strong argument could be made that a vacancy in IPP could be filled by anyone the Executive Committee approves. -- This, despite the un-qualifications of all living people, save for one individual, who would otherwise qualify for the position of IPP.

 

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One of our regular contributors, John Stackpole, AKA jastackpo, who is a professional registered parliamentarian, has written two excellent articles which he frequently posts in here. One is on the problems with having co-chairmen (or co-anythings). The other is on the problems with the office of immediate past president. I will try to find the one about immediate past presidents and post it here.

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Here is a copy and paste of the short article by Dr. John Stackpole, PRP (aka jstackpo) about some of the problems with having an official "Immediate Past President" position in an organization.

 

Immediate Past President is a bad idea

By John Stackpole, PRP

 

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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53 minutes ago, RandyHighsmith said:

Thanks all.  I am glad I ran this by some better minds before I started a push to allow the previous IPP to remain in that capacity.  Sounds like we need some sort of By-Laws revision...

Yes, so it would seem.

No matter how logically you analyse the situation to show that it would be much better if the bylaws had said something else, the bylaws say what they say until amended.

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3 hours ago, RandyHighsmith said:

Thanks all.  I am glad I ran this by some better minds before I started a push to allow the previous IPP to remain in that capacity.  Sounds like we need some sort of By-Laws revision...

If you don't mind my asking, where did you find those better minds?  ;-)  I agree you need a by-laws revision, at least on this point.

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