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Who replaces the President?


miniboard

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I apologize profusely for joining the party late.  I hope that there will still be someone willing to answer this question.  I am looking at this particular line:

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.

 

Now, the Second VP cannot become the First VP because because she has not served one term.

 

Where does it say that? Not in the sentence above that you quoted. It just says the 2VP becomes 1VP, no ifs, ands or buts. Does it say that someplace else?

 

The board has established that they can appoint a First VP to complete the term from those individuals who meet the criteria established to become First VP.

And where did they get that authority? Some other part of the bylaws?

 

At the moment, there is no President elect because the President elect position is not granted until the person is in the second year.  So at this time the First VP is just that, the First VP and not the President Elect.

No, at this time the former 1VP is now President, unless you have some rule that says otherwise, according to RONR

 

The way I read the above ByLaw, the Second VP remains the Second VP, and when she is in her second year (just as would hold true for the First VP) she becomes President Elect.  At that point, she would meet the criteria established by our ByLaws.

 

Would that be a reasonable interpretation in keeping with Roberts Rules?

I don't believe so. RONR says the 1VP succeeds to the Presidency, and the 2VP becomes 1VP, regardless of who holds the title of President Elect, or even if you don't have a President Elect position. So I don't see where all that other language about President Elect has any bearing on your situation.  It looks like a straight succession of 1VP to Pres, and 2VP to 1VP, according to the rule in RONR, which doesn't mention PresElect at all.

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I don't believe so. RONR says the 1VP succeeds to the Presidency, and the 2VP becomes 1VP, regardless of who holds the title of President Elect, or even if you don't have a President Elect position. So I don't see where all that other language about President Elect has any bearing on your situation.  It looks like a straight succession of 1VP to Pres, and 2VP to 1VP, according to the rule in RONR, which doesn't mention PresElect at all.

Gary, that is indeed what RONR says, but I believe this organization's bylaws say that the 2nd VP does NOT move up to 1st VP.  I'll try to find it and will be back in a few minutes.  It's a long thread to read through. 

 

Edited to add:  Gary, here are what I believe are the applicable bylaw provisions from miniboard's first post.  This seems pretty clear that the 2nd VP moves up to 1st VP/president-elect only if the vacancy happens in the second year.  We are still in the first year. 

 

The second provision seems to make it pretty clear that a vacancy in the office of 1st VP (which would occur in the first year), shall be fillled by appointment by the Board.

 

Here are the Bylaws that apply:

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

 

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.

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

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. 

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I apologize profusely for joining the party late.  I hope that there will still be someone willing to answer this question.  I am looking at this particular line:

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.

 

Now, the Second VP cannot become the First VP because because she has not served one term.  The board has established that they can appoint a First VP to complete the term from those individuals who meet the criteria established to become First VP. 

 

At the moment, there is no President elect because the President elect position is not granted until the person is in the second year.  So at this time the First VP is just that, the First VP and not the President Elect.

 

The way I read the above ByLaw, the Second VP remains the Second VP, and when she is in her second year (just as would hold true for the First VP) she becomes President Elect.  At that point, she would meet the criteria established by our ByLaws.

 

Would that be a reasonable interpretation in keeping with Roberts Rules?

KD, I agree in part and disagree in part.  I have bolded the parts of your statement that I have a problem with.

 

If you change this line: "Now, the Second VP cannot become the First VP because because she has not served one term" to say instead "because the 1st VP is still in the first year of her two year term and is not yet president-elect" I  would agree.

 

I disagree with your statement that in the second year the 2nd VP automatically becomes 1st VP/president-elect.  That would perhaps be true only if there is still a vacancy in the office of 1st VP/president-elect at the end of the first year.  Perhaps that depends on how quickly the board fills the vacancy in the office of 1st VP created by that person becoming president due to the president's resignation.  If the board fills the vacancy before the end of the first year of the term, there is never a vacancy in the office of president-elect.

 

btw, I agree with Mr. Novosileski's statement in his post at # 51 that the former 1st VP is no longer 1st VP.  She is now president, or at least will be once the effective date of the president's prospective resignation becomes effective.

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Gary, that is indeed what RONR says, but I believe this organization's bylaws say that the 2nd VP does NOT move up to 1st VP.  I'll try to find it and will be back in a few minutes.  It's a long thread to read through. 

 

Edited to add:  Gary, here are what I believe are the applicable bylaw provisions from miniboard's first post.  This seems pretty clear that the 2nd VP moves up to 1st VP/president-elect only if the vacancy happens in the second year.  We are still in the first year. 

 

The second provision seems to make it pretty clear that a vacancy in the office of 1st VP (which would occur in the first year), shall be fillled by appointment by the Board.

 

It does seem clear that the 2nd VP only becomes President Elect when there is a vacancy in that office, and that office does not even exist in the first year of the term so the 2nd VP does not automatically become President Elect in that case.

 

But it is pretty clear that the president is automatically succeeded by the 1st VP, with no reference to a President Elect, if any.

 

Since nothing there says that the 2nd VP does not become 1st VP, I would think that would be automatic as well.  The language only seems to prohibit succession to President Elect,  But those two bylaws provisions are contradictory, and only a limited amount of sense can be made from them.  One provision says that the 2VP succeeds automatically to President Elect (but not 1st VP, even though the two office appear joined at the hip).  The other provision says that only the president is automatically succeeded, contradicting the first provision.

 

In fact, one might make the case that the 2nd VP cannot be appointed as 1st VP since the 2nd VP is not one of the "at large" board members, who are the only ones eligible to fill vacancies.  It looks as though the bylaws could be interpreted in three mutually exclusive ways, so I'll just shake my head and bow out at this point too...

 

...noting on the way out of it that this thread has become the longest of the year so far, and that those bylaws are in dire need of repair.

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I apologize profusely for joining the party late.  I hope that there will still be someone willing to answer this question.  I am looking at this particular line:

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.

 

Now, the Second VP cannot become the First VP because because she has not served one term.  The board has established that they can appoint a First VP to complete the term from those individuals who meet the criteria established to become First VP. 

 

At the moment, there is no President elect because the President elect position is not granted until the person is in the second year.  So at this time the First VP is just that, the First VP and not the President Elect.

 

The way I read the above ByLaw, the Second VP remains the Second VP, and when she is in her second year (just as would hold true for the First VP) she becomes President Elect.  At that point, she would meet the criteria established by our ByLaws.

 

Would that be a reasonable interpretation in keeping with Roberts Rules?

 

I think the organization's rules on this subject are so convoluted that a careful review of the society's rules in their entirety will be necessary to answer this question, which is beyond the scope of this forum. It will ultimately be up to the organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. Since these questions seem to be of profound importance to your organization, it may be prudent to consult a professional parliamentarian in your area for more detailed advice. The National Association of Parliamentarians and the American Institute of Parliamentarians both provide referrals.

 

I will say that this interpretation is certainly not in keeping with Robert's Rules. Under the rules in RONR, when there is a vacancy in the office of President, the First Vice President becomes President and the Second Vice President becomes First Vice President. Your bylaws may (and apparently do) provide otherwise, however, and your bylaws take precedence, so this may still be a reasonable interpretation of your bylaws.

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Guest Shawn Betterley

Here are all the parts of our By Laws pertaining to the Officers of our organization. Everyone involved seam to have a different viewpoint of who becomes what officer and for how long. Any advice you can offer would be helpful.

 

SECTION 2: BOARD OF TRUSTEES

 

SECTION 2.1: DUTIES

The Board of Trustees is the governing body of the Corporation and shall have full power and authority over the affairs of the Corporation, except for matters which require a vote of members at the Annual National Business Meeting, such as the amendments of the Corporation’s Articles of Incorporation or Code of Regulations.

 

SECTION 2.3: COMPOSITION

The Board of Trustees shall be composed of the President, First Vice President/President Elect, Second Vice-President, Secretary and Treasurer of the Corporation, who shall be elected by the members in accordance with Section 3.1. The Board shall also include the immediate Past President and no less than six (6) or more than twelve (12) Members at Large.

 

SECTION 2.4: ELECTION OF TRUSTEES

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 remaining positions on the Board of Trustees shall consist of no less than six (6) or more than twelve (12) Members at Large. One half of the Members at Large shall be elected by the membership for a term of two (2) years. The remaining Members at Large shall be elected by the members of the Board of Trustees for a term of two (2) years. The Members at Large elected by the Board of Trustees shall be elected in the odd numbered years.

 

SECTION 2.5: TERM OF OFFICE

The officers of the Board shall serve as Trustees during the terms of their office, except for the immediate Past President who shall serve for one (1) term of two (2) years. Should a Past president reach the twelve (12) year term limit at the mid two (2) year term he/she shall finish that term. The Members at Large shall serve a term of two (2) years and may be elected to a second two (2) year term. Members of the Board of Trustees shall serve no more than twelve (12) consecutive years. After being off the Board of Trustees for one (1) year a person may be eligible for re-election. If a Board member, elected by the membership, resigns a new member shall be elected to fill the position by the Board until the next election by the membership.

 

Section 2.7: Removal from Office

The Board of Trustees, by a two-thirds (2/3) vote of the current number of Trustees, shall have the authority to remove, with or without cause, any officer or member of the Board of Trustees. This action shall require prior notice, in writing, to all parties concerned, not less than ten (10) days prior to such action.

 

SECTION 3: OFFICERS

 

SECTION 3.1: ELECTIONS AND APPOINTMENTS

Section 3.1 (1): Elected Officers

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.

 

SECTION 3.3: TERM OF OFFICE

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. Officers shall assume office at the close of the Annual National Business Meeting at which their election has been announced.

 

SECTION 3.3: ELIGIBILITY

To be eligible for an office, a candidate shall have been a member of this Corporation for at least thirty-six months of consecutive membership in NAME by the nomination application deadline of October 15 of the nomination year to be a candidate for a position on the Board of Trustees. To be eligible for the office of First Vice President/President Elect a candidate must have served at least one (1) term on the Board of Trustees. To be eligible for the office of Treasurer, a candidate must possess demonstrable accounting and/or financial management expertise.

 

SECTION 3.4: VACANCIES IN OFFICE

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.

 

Section 3.5 (2): Vice-Presidents

The Vice-Presidents shall assist the President in his or her duties and, in order of their office, perform the duties of the President in the absence of the President. If the office of President becomes vacant during a term it shall be filled by the First Vice-President/President Elect, who also co-signs the Certificate of Membership. The First Vice President/President Elect shall act as Liaison to the Board for the Long Range Planning Committee and shall be a voting member of that committee. The Second Vice President shall serve as Membership Chairman and shall have the privilege of appointing a committee as needed.

SECTION 14: AMENDMENT

 

SECTION 14.1: AMENDMENT OF ARTICLES OF INCORPORATION AND CODE OF

REGULATIONS

The Articles of Incorporation and Code of Regulations of the Corporation may be amended at the Annual National Business Meeting of the Corporation or at a Special Business Meeting

called for such purpose, by a two-thirds (2/3) vote of those voting members present at the meeting, provided that a copy of the proposed amendment has been distributed to all voting members present.

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At this point, you should be aware that bylaws interpretation, no matter how much of the bylaws you quote, is something we are not prepared to do, and in fact, are actively reminded that we should not be doing, on this site. Your organization is going to have to do the interpreting of your bylaws. Pages 588-591 of RONR, 11th ed. have some very good principles of interpretation to help you do this.

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  • 3 weeks later...

Well, they did it.  The 1st Vice President refused to move up into the President's spot, even though she has been signing documents as the President for 10 days, and her email tag calls her the President.

 

They appointed someone to fill an empty Member At Large spot.  This person is a former President of the organization.

 

Then, they voted this person, who is now a Board member, into the "vacant" spot of President.

 

She was appointed to complete the remainder of the term of the President who resigned.  

 

But!!  She stated that she is not willing to move on, according to our bylaws, into the Past President position.  So, in 1 year and 3 months, we have no Past President.  But, they appointed her anyway.

 

There is also conjecture that this new President will only stay for 4 months, then resign, and leave the 1st VP with the 3 year Presidency she wanted all along. 

 

I agree this is all crazy, and don't really expect any advice at this point.  I just thought you might be interested to find out what happened.

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'Bout all I can do is sympathize, and welcome you back if you have questions on a different problem.

 

(I'm willing to bet you will indeed have different problems, soon...)

I concur with Dr. Stackpole's sentiments.  You can't force people to follow the rules.  It's sort of like the "leading a horse to water" thing, I guess.    

 

Edited to add:  I'm curious, though:  Did anyone raise a point of order that the VP/president elect *IS" already the president, like it or not?   If so, how did that go?    Did the chair make a ruling?  Was it appealed? 

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