Who replaces the President?

[miniboard]

I am on the Board of a small non-profit.  Our President has resigned, about 8 months into a 2 year term.  Our 1st VP says our bylaws are ambiguous, and it is unclear who has to step up into President.  He wants to wait for 4 months, when he is President Elect, so he can then finish the unexpired term of the first Pres, and then have a complete 2 year term of his own.  Can he just stall and consult attorneys until he decides he is ready to step up?  He would be President for 3 years, and we will not have a President at all for the next 4 months.

 

Here are the Bylaws that apply:

 

The First Vice-President/President Elect, Second Vice president, Secretary, Treasurer and Members at Large elected by the membership shall be elected in the even numbered years. The Past President shall serve by virtue of his or her prior office as President.

 

The elected officers of this Corporation shall be President, First Vice-President/President Elect, Second Vice-President, Secretary and Treasurer. These officers shall also serve as officers of the Board of Trustees. The office of President shall be unopposed on the slate in the biennial election. The First Vice-President in the second year of the two (2) year term of office shall be designated President-Elect. If for any reason the office of President-Elect is vacated the Second Vice president shall fill this position.

 

Elected officers shall hold offices for a term of two (2) years or until their successors are elected. No elected officer shall serve for more than one (1) term, with the exception of the Treasurer who may serve two (2) consecutive terms.

 

Vacancies in office, except that of President who shall be succeeded by the First Vice President, shall be filled by appointment by the Board of Trustees for the unexpired term. These offices may be filled from the Members at Large seated on the Board. 

[Hieu H. Huynh]

Unless your bylaws provide otherwise, the first vice president automatically becomes president for the remainder of the term in the case of a vacancy in the presidency. It appears that your bylaws do not provide otherwise.

[Richard Brown]

I agree with Mr. Huynh.  It appears your 1st vice president became president automatically and instantly upon the resignation of the president.  Both RONR and your bylaws seem quite clear on it.

 

Edited  to add:  Although your bylaws on that point seem quite clear to me, if you want to read more about the vice president becoming president automatically if the office of president becomes vacant, see pages 457-458 of RONR.  See also page 475.   I don't see any wiggle room.   Your former 1st vice president is now president.

 

Edited to remove the reference to page 475 which appears to be a typo.  I meant to say page 575, which elaborates somewhat on vacancies and the succession of a vice president to president.

[Edgar Guest]

Your former 1st vice president is now president.

 

And the 2nd VP is now President-Elect.

 

If for any reason the office of President-Elect is vacated the Second Vice president shall fill this position.

 

Whether that also makes him 1st VP isn't as clear.

[Richard Brown]

 And the 2nd VP is now President-Elect.

I'm not so sure.  The 1st VP doesn't become president-elect until his second year in office.  He is still in his first year.  So, as of right now....and also as of the moment the president resigned.... there is no president elect.  At the moment of the president's resignation, both vice presidents were, well, just vice presidents.

 

Per page 458 of RONR, I believe the former 2nd VP is now 1st VP.....but won't be president-elect for for more months.

 

Edited to add:  Those seem like some rather screwy bylaw provisions, but they are what they are.  I'm curious as to why the 1st VP doesn't become president-elect until the second year of his two year term as 1st  VP.

[miniboard]

What do we do if the 1st VP says he wants to consult an attorney, and until we do that, he is "1st Vice President taking over the duties of the President"

 

Many Board members are now confused.  If we postpone the decision for too long, the 1st VP evolves into the President Elect. I have no idea why that provision was put into our bylaws, but that is what we have to work with.

 

CAN he just postpone a decision for 3 months??  

 

What specifially needs to be done during a Board meeting to force the Board to vote on the issue?

[Steven Britton]

Do your organization's bylaws in particular adopt the current edition of Robert's Rules of Order Newly Revised as its parliamentary authority?

[miniboard]

Robert’s Rules of Order, Newly Revised, or the current issue, shall govern the meetings of this Corporation in all cases in which they are not inconsistent with the provisions of the Nonprofit Corporation Laws of the State of ******* and this Code of Regulations. 

[Steven Britton]

Did your board act or have an opportunity to act on the resignation?

[miniboard]

It was accepted, effective as of  the date stated in the resignation, which is a few weeks from now.  

 

The current President agreed to be President "in name only" for those few weeks, while the 1st VP immediately became our "1st VP doing the duties of the President"

[Richard Brown]

What do we do if the 1st VP says he wants to consult an attorney, and until we do that, he is "1st Vice President taking over the duties of the President"

 

Many Board members are now confused.  If we postpone the decision for too long, the 1st VP evolves into the President Elect. I have no idea why that provision was put into our bylaws, but that is what we have to work with.

 

CAN he just postpone a decision for 3 months??  

 

What specifially needs to be done during a Board meeting to force the Board to vote on the issue?

There is nothing for your former 1st VP/now president to decide, except whether he wants to resign as president.

 

Read this line very carefully:

 

He is already president.  He became president automatically, instantly, the instant the former president resigned.  He is no longer 1st vice president.

 

He can resign, he can be removed, or he can serve.

 

I see nothing for the board to vote on, unless the board has not yet accepted the president's resignation (and assuming that your bylaws don't say that a resignation is effective upon receipt).   The board doesn't vote to make the former 1st VP the new president.  It happens automatically. 

 

You might want to start reading chapter XX of RONR.  That's the chapter on disciplinary proceedings, including removal from office, expulsion from membership, etc.  It's 26 pages of detailed information.  Be sure to use only the 11th edition:  that chapter was revised rather extensively in the 11th edition.

 

You can start here, with FAQ # 20 until you get a copy of RONR:  http://www.robertsrules.com/faq.html#20

[Edgar Guest]

I'm not so sure.  The 1st VP doesn't become president-elect until his second year in office.  He is still in his first year.  So, as of right now....and also as of the moment the president resigned.... there is no president elect.  At the moment of the president's resignation, both vice presidents were, well, just vice presidents.

Yes, I overlooked the part about the second year.

 

Per page 458 of RONR, I believe the former 2nd VP is now 1st VP . . . 

 

But the RONR default rule is superseded by the bylaws which say that:

 

Vacancies in office, except that of President who shall be succeeded by the First Vice President, shall be filled by appointment by the Board of Trustees for the unexpired term.

 

So it seems like it's up to the board to fill the vacant office of 1st VP.

[Chris Harrison]

What do we do if the 1st VP says he wants to consult an attorney, and until we do that, he is "1st Vice President taking over the duties of the President"

He can consult with all the lawyers he wants but you can point him to the bylaws which says:

Vacancies in office, except that of President who shall be succeeded by the First Vice President,

 

Please congratulate him in his promotion. 

 

[Richard Brown]

It was accepted, effective as of  the date stated in the resignation, which is a few weeks from now.  

Well, that does change things a bit.  The office of president is not vacant at the moment.  The "former"  president is still the president.  Nobody is "acting president".  The president is still president until the effective date of the resignation.

 

But, the 1st VP stilll automatically becomes president the instant the president's resignation becomes effective.

[Richard Brown]

But the RONR default rule is superseded by the bylaws which say that:

So it seems like it's up to the board to fill the vacant office of 1st VP.

Ah, yes, so they do.  I overlooked that part!!!

[Richard Brown]

So, let me see if I've got this right:

 

We have bylaws that say for the first year of a two year term the 1st VP is just that: 1st VP.  But in the second year of that two year term, he automatically becomes 1st VP/president-elect.  But he automatically becomes president in the event of a vacancy in the office of president at any time during that entire two year term.

 

Then we have a president who says she has resigned, effective a few weeks in the future, and will serve as president "in name only" and as "acting president" until then.

 

And we have the 1st VP, who is not yet president elect, who is trying to refuse to become president because he wants to wait three or four months until he is president-elect so that he can complete the remaining year of the current president's term and then complete a full  two year term of his own which he becomes entitled to (supposedly) if he can hold off for three more months until he becomes "president elect".  And he's stalling by wanting to consult with attorneys for the next three months.

 

Does that pretty much sum it up?

[Steven Britton]

So, let me see if I've got this right:

 

We have bylaws that say for the first year of a two year term the 1st VP is just that: 1st VP.  But in the second year of that two year term, he automatically becomes 1st VP/president-elect.  But he automatically becomes president in the event of a vacancy in the office of president at any time during that entire two year term.

 

Then we have a president who says she has resigned, effective a few weeks in the future, and will serve as president "in name only" and as "acting president" until then.

 

And we have the 1st VP, who is not yet president elect, who is trying to refuse to become president because he wants to wait three or four months until he is president-elect so that he can complete the remaining year of the current president's term and then complete a full  two year term of his own which he becomes entitled to (supposedly) if he can hold off for three more months until he becomes "president elect".  And he's stalling by wanting to consult with attorneys for the next three months.

 

Does that pretty much sum it up?

 

Works for me, but I'm not the original poster.

 

 

[miniboard]

Pretty much sums it up.  One clarification, in your 3rd paragrah you say:

 

:Then we have a president who says she has resigned, effective a few weeks in the future, and will serve as president "in name only" and as "acting president" until then. 

 

The President is now "in name only", and the 1st VP is the "acting president" until then.

[Edgar Guest]

The President is now "in name only", and the 1st VP is the "acting president" until then.

 

Except that, in reality, they're not. The president is still the president and the 1st vice-president can't "act" as president. Because he's not. Yet.

 

Edited @11:32  to add: The only time he can "act" as president is when he presides at meetings in the president's absence.

[Richard Brown]

Pretty much sums it up.  One clarification, in your 3rd paragrah you say:

 

:Then we have a president who says she has resigned, effective a few weeks in the future, and will serve as president "in name only" and as "acting president" until then. 

 

The President is now "in name only", and the 1st VP is the "acting president" until then.

Thanks.  I just caught that myself and was about to correct it.

 

 

Except that, in reality, they're not. The president is still the president and the 1st vice-president can't "act" as president. Because he's not. Yet.

 

Edited @11:32  to add: The only time he can "act" as president is when he presides at meetings in the president's absence.

Exactly.

 

And I thought I've been in some screwy situations before! 

[Richard Brown]

What do we do if the 1st VP says he wants to consult an attorney, and until we do that, he is "1st Vice President taking over the duties of the President"

 

Many Board members are now confused.  If we postpone the decision for too long, the 1st VP evolves into the President Elect. I have no idea why that provision was put into our bylaws, but that is what we have to work with.

 

CAN he just postpone a decision for 3 months??  

 

What specifially needs to be done during a Board meeting to force the Board to vote on the issue?

Consider removing both of them from office and/or expelling them from membership for creating such a huge problem and acting in their own self interests instead of in the best interests of the organization.  A sit down talk with the two of them, immediately, is probably in order and might avert further problems.

 

 Review your bylaws for the provisions on removing from office and expelling from membership.

 

And, again, read FAQ # 20:  http://www.robertsrules.com/faq.html#20and chapter XX of RONR.

 

You could, though, ask them both to voluntarily resign, now, effective immediately, from whatever offices they hold.  That's cleaner if they will do it.  Then your 2nd VP automatically becomes president and you select a new 1st VP and 2nd  VP using whatever method your bylaws provide for filling vacancies.

 

Or convince the two of them that the president needs to resign now, effective immediately, and that the 1st VP needs to accept the fact that he becomes president  automatically the moment the current president's resignation becomes effective.  That's what he agreed to do when he agreed to be 1st VP.  It's in the job description.  If they want it to be a date a few days or weeks in the future, fine.... as long as everybody is in agreement and on the same page.  But no more stalling for three months until the 1st VP becomes "president elect" and he gets to serve for three years instead of for one year and three months.

 

Edited to add:  If you don't want either one of them presiding at your next meeting(s), you might read official interpretation 2006-2 regarding removing the president from presiding at a meeting:  http://www.robertsrules.com/interp_list.html#2006_2

[miniboard]

You have all comfirmed what I have been telling the other Board members all along:

 

1. The 1st Vp IS  the President in a few weeks.

2. Therefore, the term limit is applicable, and the new Pres. serves for 1 year and 3-4 months.  Then, that President moves up to Past President.

3. We need to replace the 1st VP, also for a shortened term.

 

There is no way to get this Board to agree to remove anyone from office, and that would cause so many other problems for the organization.  It might seem like the best thing to do according to the rules, but it won't happen.

 

And, I still hold out hope that there is some solution that does not tear apart the organization in the process.

 

Again, any suggestions as to what I need to say at the next Board meeting to force them to acknowledge that the 1st VP is now the President, until the next regular election, when his successor is elected.

[Richard Brown]

You have all comfirmed what I have been telling the other Board members all along:

 

1. The 1st Vp IS  the President in a few weeks.

2. Therefore, the term limit is applicable, and the new Pres. serves for 1 year and 3-4 months.  Then, that President moves up to Past President.

3. We need to replace the 1st VP, also for a shortened term.

..........................

Again, any suggestions as to what I need to say at the next Board meeting to force them to acknowledge that the 1st VP is now the President, until the next regular election, when his successor is elected.

Just point them to this provision in your bylaws, which says it all:  "Vacancies in office, except that of President who shall be succeeded by the First Vice President, shall be filled by appointment by the Board of Trustees for the unexpired term."

 

If they want more than that, point them to the provisions on pages 457-458 of RONR and to this discussion.  Your initial question was actually answered in the first two posts.

 

It's clear to all of us here that your 1st Vice  President automatically becomes president the instant the office becomes vacant.

[Edgar Guest]

Your initial question was actually answered in the first two posts.

 

Well, it was asked in the first post and answered in the second post.

[Guest Shawn Betterley]

So I have a question. If the First Vice-President becomes the President upon the resignation of the current President, who will fill the office of President when this current term is over. I'm taliking about the following term of two years.   Does the First Vice-President/President Elect but now President stay on for the next two years? Or is there a special election?