can an IPP resign?

[Trina]

from a recent thread about IPPs:

Well, you're right about Jerry no longer being the IPP but not about Tom declining the seat. He's the IPP and, therefore, a member of the board whether he likes it or not.

This made me wonder if an IPP (if defined to be a member of the board by the bylaws) can actually resign successfully. If bylaws say "the IPP shall be a member of the board," logically the person who is IPP cannot STOP being IPP, no matter how much he or she wishes to leave the board. On the other hand, one usually assumes that a member of an assembly IS able to resign.

Or, for the sake of argument, assume the bylaws specifically name an individual: "Joseph Duffy shall be a member of the board." Can Joseph resign? He can't logically ask to be excused from being himself, which is why I wonder. Accepting his resignation would seem to be a motion standing in violation of the bylaws, therefore a continuing breach, and hence null and void. Is the continuing breach argument valid? And, if so, would it apply to an IPP who wishes to resign also?

The question might matter from a quorum p.o.v., if the defined member never shows up at a meeting.

[jstackpo]

Agreed - Logically impossible to resign. Of course, the person cold give notice that he isn't going to show up at any (more) meetings and the association had best find someone else to do his assigned chores (if any), but he's still the IPP.

All the more reason not to establsh the IPP position in the first place.

[Robert B Fish]

I think we uniformly agree organizations would be wise not to include a hard-and-fast statement that "the IPP shall be a member of the board of directors." I've suggested elsewhere that creating the position of director-at-large, requiring that the position can only be held by a past president, and setting its term the same as the term for president is an improvement, though not perfect.

If the organization is determined to have such a statement, however, they might consider conferring the position on "the most recent past president willing to serve" and making the term the same as the term as persident so this chair does not change if the president changes.

That said, since service on the board is a "duty" (in the RONR §32 sense) and since service as president is also a duty, it seems to reason that the board position of an IPP is also a duty. P69, RONR (10th ed.) says "A member may Request to Be Excused from a Duty if he wishes to be relieved from an obligation imposed upon him by the bylaws or by virtue of some position or office he holds." P277-278 says the request may be granted "except as the bylaws may otherwise provide."

I conclude that the IPP may resign the board position that comes with his/her status as IPP. However, if the bylaws are (unwisely) worded as we find most commonly (i.e. in para. 1), that position cannot be filled by the organization since on one except the one excused from serving meets the bylaw requirements for the job.

-Bob

[Kim Goldsworthy]

This made me wonder if an IPP (if defined to be a member of the board by the bylaws) can actually resign successfully.

If bylaws say "the IPP shall be a member of the board," logically the person who is IPP cannot STOP being IPP, no matter how much he or she wishes to leave the board.

On the other hand, one usually assumes that a member of an assembly IS able to resign.

Ah! But there is a difference between:

(a.) just being "immediate past president" (lower case) in the dictionary sense.

(b.) holding the bylaws-defined officer position labeled "Immediate Past President" (upper case).

In the dictionary sense, you cannot resign from "ipp" (lower case). - Any more than you can "resign from" being a sibling, or being red-haired, or being left-handed. It isn't a resign-able state (even if the status can change in the blink of an eye, no resignations, no "request-to-be-excused-from-a-duty," are possible). You are ipp and will remain so, by definition, the instant your successor takes over the office of P from you.

But in the parliamentary sense, you can resign from "IPP" (upper case). - Because it is an office, and an office can be resigned from.

The organization can accept resignations from an office.

Granted, once this is done, the organization cannot meaningfully fill the newly-vacated office, assuming the qualifications for the officially-defined office of IPP is that one is the one and only ipp.

[jstackpo]

Well, OK. If one announces "I quit!" and walks out that is a "resignation" of sorts. But the IPP Office is still encumbered by the ipp person and it can't be filled. Any other office could be.

[Trina]

...

That said, since service on the board is a "duty" (in the RONR §32 sense) and since service as president is also a duty, it seems to reason that the board position of an IPP is also a duty. P69, RONR (10th ed.) says "A member may Request to Be Excused from a Duty if he wishes to be relieved from an obligation imposed upon him by the bylaws or by virtue of some position or office he holds." P277-278 says the request may be granted "except as the bylaws may otherwise provide."

I conclude that the IPP may resign the board position that comes with his/her status as IPP...

-Bob

So, if the bylaws say 'the immediate past president shall be a member of the board of directors', perhaps the IPP's request to be excused from the duties of being a board member can be granted. Nonetheless, it seems that it would NOT be possible, without violating the bylaws, to actually make the IPP a non-member. Does that mean he would then be a board member, but a member who has been excused from his obligations?

...

In the dictionary sense, you cannot resign from "ipp" (lower case). - Any more than you can "resign from" being a sibling, or being red-haired, or being left-handed. It isn't a resign-able state (even if the status can change in the blink of an eye, no resignations, no "request-to-be-excused-from-a-duty," are possible). You are ipp and will remain so, by definition, the instant your successor takes over the office of P from you.

But in the parliamentary sense, you can resign from "IPP" (upper case). - Because it is an office, and an office can be resigned from.

The organization can accept resignations from an office.

...

Who would be proper entity to accept the resignation? The common rule that it would be the entity with the authority to fill the vacancy doesn't seem to work... since no one has the authority to fill the vacancy.

[Kim Goldsworthy]

Who would be proper entity to accept the resignation?

The common rule that it would be the entity with the authority to fill the vacancy doesn't seem to work... since no one has the authority to fill the vacancy.

Remember, the proper body to receive a resignation is the electing body, by default.

It is a red herring to look for an official "vacancy-filling body," since that will always be a customized rule, i.e., under Robert's Rules, the only vacancy-filling body is the electing body. One in the same!

And everybody's got an electing body when it comes to officers - even if they have no vacancy-filling body (i.e., no customized rule which draw a line between the two bodies).

[jstackpo]

But nobody elected the IPP. Hence no "electing body" to fill a "vacancy".

[Josh Martin]

Nonetheless, it seems that it would NOT be possible, without violating the bylaws, to actually make the IPP a non-member. Does that mean he would then be a board member, but a member who has been excused from his obligations?

It is possible for an organization to excuse its members of duties imposed upon them by the Bylaws, including the duty to serve in an office. RONR notes that "Occasionally the bylaws of a society may impose specific duties on members beyond the mere payment of dues. Members may be obligated to attend a certain number of meetings, to prepare talks or papers, to serve on committees, or even to accept office if elected. In these cases, a member cannot, as a matter of right, decline such a duty or demand that he or she be relieved from it, but can request this of the assembly." (RONR, 10th ed., pg. 277, lines 27-34, emphasis added)

This seems to be a particular twist on the last example - if the member accepts office as President, he is obliged to serve as IPP after he concludes his term as President. The society can, however, excuse him of this duty. The society is not violating its Bylaws any more than it violates its Bylaws when it accepts the resignation of the Secretary, and thus the society temporarily is not following the rule that the officers of the society shall include a secretary. This state of affairs may continue for some time if no one else is willing to serve. This case is quite similar, but more interesting because no one else is eligible to serve.

Who would be proper entity to accept the resignation? The common rule that it would be the entity with the authority to fill the vacancy doesn't seem to work... since no one has the authority to fill the vacancy.

Since the IPP is resigning from being a board member (as noted, he can't stop being the IPP), I would consider whoever has the authority to fill board vacancies to be the body with the authority to accept the resignation.

For what it's worth, I think the same principles apply to poor Mr. Duffy.

[hmtcastle]

This seems to be a particular twist on the last example - if the member accepts office as President, he is obliged to serve as IPP after he concludes his term as President. The society can, however, excuse him of this duty.

Mr. Martin's argument is persuasive (though I might have said that, as IPP, he's obliged to serve on the board, not "serve as IPP"). May I then assume that the excused IPP would no longer be counted in determining the presence of a quorum at board meetings? And that he can't have a change of heart and take a seat on the board at the next meeting? In other words that, despite his irrevocable status as IPP, his accepted resignation as a board member is final (and not just a "leave of absence").

[Robert B Fish]

It appears we all agree the IPP CAN request to be excused from serving as a board member after he/she ceases being president. As noted, he cannot change facts, i.e. he is IPP but unless the bylaws say otherwise, he can be releived of the responsibility of serving as a board member.

He could NOT, after having that resignation accepted, change his mind and take up serving again.

Upon acceptance of his resignation, the number of members of the board would reduce by one. Depending on how the quorum is determined (e.g. 7 members vs. a majority of the members), his not being a member might change the quorum requirement.

The problem with filling the vacancy is that, under the bylaws, there is only one member who meets the requirements to fill that position. It would not be possible, therefore, to elect any other member to that position since the one person so qualified under the bylaws declines to serve.

This is just one more reason why it's a bad idea to have this section in your bylaws. Instead, consdier having a position that could be called "director at large" and require that only a past president could hold that position. Traditionally, you would elect the outgoing president to that position. In some situations, you would choose to do otherwise. Or, you could also designate a position to be filled by the "most recent past president willing to serve."

-Bob

[Josh Martin]

(though I might have said that, as IPP, he's obliged to serve on the board, not "serve as IPP").

Yes, good point, I should have made that distinction.

May I then assume that the excused IPP would no longer be counted in determining the presence of a quorum at board meetings? And that he can't have a change of heart and take a seat on the board at the next meeting?

Yes to both questions.