We (non profit corporation with all volunteers) have a board president who was elected by the board to fill out the term of the prior president who resigned for family reasons. (The bylaws are poorly written, and RONR was never considered in that process a number of years ago. The board does not want to change its bylaws, despite their not being in compliance with RONR or state statutes. ) The particular bylaw reads: "In the case of a vacancy in the office of President, 1st V-P, 2nd V-P, or Treasurer, the President (or 1st V-P if the President's office is vacated) shall, with the approval of a majority of the Board present at a meeting at which the agenda includes appointment, appoint a temporary officer. Subsequently, nominees shall be identified, their names published in the newsletter, sent by email, and posted on the website. The membership shall elect a candidate for the vacant office at the next regular or special meeting, which shall be announced at least 15 days in advance of the meeting, with the agenda noting the election.
He has stated the following, and I don't know what his point is: There is no time limit on the “absence” of the elected President and 1st Vice President, and there is no time limit for the 2nd Vice President continuing to perform the duties of President in the “absence” of the President and the 1st Vice President. There is no definition in the Chapter By-Laws that identifies and differentiates when an “absence” becomes a “vacancy”.
It is his last sentence above that defies logic. The former president resigned--not coming back!
Action by the board: As there was insufficient time to notify the membership of an election, at a special board meeting they elected the 2nd VP to serve as president, but he refuses to understand that he is NOT a president pro tem, and insists on being called "president pro tem." His election was ratified by the members at their annual meeting. The previous president resigned, which left the office vacant, and he was not coming back. This elected person does not understand that in his new position, he is to fill out the remaining term of the person who vacated the office. He was duly elected, an action ratified by members, and is not in a pro tem position.
Coming up: The elected president does not want to be president (I guess since he keeps calling himself a pro tem). The board meeting is soon, and the agenda includes the following:
b. President: Presentation of a Resolution of the Board of Directors concerning appointment of a Chapter President to serve until the date of the next Annual Meeting of Members in 2022.
c. President: Board appointment of a new Chapter President for the remainder of the vacant biannual term of office.
THE PROBLEM NOW: Officers are elected, not appointed (unless the bylaws say so). But he wants to "appoint" a new president to serve out the remaining term of the one who vacated the office. We have all the time in the world to comply with the bylaws to hold an election at a special meeting of the membership. He never uses motions, just 1000+word resolutions! He has fired the parliamentarian and secretary with accusations that he refuses to address, as this guy just doesn't want to comply with bylaws. The other board members are clueless with the bylaws, and take his lead on not complying. I am a director on the board. As I see it, he refuses to understand when an incumbent is absent from the office, where someone is appointed pro tem temporarily, and a vacancy, for which the incumbent is gone, and an election (not an appointment) must take place. His circular argument on the definitions of "absence" and "vacancy" show his confusion of the two, if not ignorance. Despite his being told the proper procedure to pursue several times, he says he will do it his way.
If you are a PRP and have ever encountered such a situation, I would like to hear how it was resolved. Each time I have called a point of order, he has told me to sit down and be quiet. Appealing his decision is a waste of time. He refuses to entertain anything where his accusations would be shot down.
