Board member resigns

[Guest Gloria Wilson]

Bylaws state that the immediate past/former Director will be on the BOD.

1.  Can this person resign from the BOD?

2.  If this person can and does resign from the BOD, is she/he then replaced by the Director who served immediately prior to him/her?  Or is the position left unfilled?

[Hieu H. Huynh]

Ultimately it is up to your organization to interpret your bylaws. That person could resign. Whether that position could be filled would depend on the details in your bylaws regarding that position.

[jstackpo]

If I were in your organization (and hence had a say in interpreting your bylaws) I would argue that the immediate past director could "resign" but only in the sense that he/she wasn't going to have anything more to do with the association.  But there is no "vacancy" because there is only ONE immediate past director of your association in the whole world (aren't you lucky to have him/her around!) and by definition of your bylaws that person is on your board. He/she may not be doing anything, but he/she is still "there".

Here is some boilerplate text to consider (substitute "director" for "president"):

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.

 

Our suggestion is to amend your bylaws to eliminate the position.

[Richard Brown]

I think there is a some disagreement as to whether someone such as an immediate past president who serves on a board or in a position automatically by virtue of a provision in the bylaws can actually "resign" from that position, except in the sense that Dr. Stackpole described above.  If the bylaws say that person serves automatically, I don't know that it is a position that can be resigned from as opposed to just refusing to participate.  Said immediate past president (or whatever) might change his mind nine or ten months later and decide he wants to participate after all, even after submitting a letter of resignation from the position and having the assembly accept it.   If the bylaws say he serves automatically, can he resign?  Or is he still "on the board" and can come back and participate nine months after submitting his resignation?  I submit there is no clear answer and that guest Gloria's organization will have to interpret its own bylaws in trying to decide the issue.  It certainly is not covered in RONR. 

I agree with Dr. Stackpole's comments, but I'm still interested in hearing what others have to say about whether such a person who serves automatically by virtue of a bylaw provision may truly "resign" from the position.

[jstackpo]

It is a little like a "Life Membership" in an association.  I can think of only one way to resign...   and it is a bit drastic.

[Kim Goldsworthy]

>>

8 hours ago, jstackpo said:

It is a little like a "Life Membership" in an association.

I agree.

Analogy: If your bylaws do not have an "out" for how a regular member can officially, fully, leave the organization early (prior to the full year of membership), nonetheless, Robert's Rules of Order does recognize that the organization can indeed grant such a request. One may indeed resign from an organization.

You may ask, "Even if the bylaws do not allow for early exit (per the silence of such a procedure)?" -- Yes!

The point: So it is with any emeritus position, like IPP.

If both parties agree (viz., petitioner and organization), then Robert's Rules does recognize this split as possible and permissible. -- Even if the bylaws do not have a "how to leave the organization" clause.