Presidential Succession

[pdevline]

The president of our non-profit recently resigned from our all volunteer board because of health issues, his term to end 12/11. In the first board meeting following the resignation, the Vice President, acting as president, assumed that she would receive Board's approval to assume the position of Interim President. The By-Laws do not stipulate auto-succession, only that the Board (defined as Executive, Standing Committee Chairs, and Past President)has the authority to fill the vacancy within the Board. At the meeting, a Standing Committee member was also nominated along with the Vice President. This is when the feathers started flying.

The chaos that insued was quite sad. At this point the entire vote on the position was put on hold pending review by an attorney. The arguement being made that the other nominee was not on the executive committee (again, no stipulation in the By-Laws). One additional point of history, last month the vacancy of the Interim Treasurer's position was filled by an individual who has never been on the board. The process included having them nominated, a motion to appoint, and a board vote on the motion. After that the seat was filled.

My question is...With the lack of an autosuccession stipulation in the By-Laws, where is the problem with the additional nominee being considered along with the Vice President for that position? A simple majority vote would then determine the Interim Presidency.

Base on what took place with filling the Treasurer's position, I don't see a difference.

Thanks in advance.

[jstackpo]

If your bylaws are silent as to presidential succession, and have no explicit statement dealing with the P/VP succession, then RONR's default - p. 557 - kicks in and your VP BECAME president when the former pres resigned (or more precisely, his resignation was accepted). No "board approval" required - game over and chaos avoided.

If your bylaws do say something, it is up to you, collectively, to figure out what they mean.

[hmtcastle]

With the lack of an autosuccession stipulation in the By-Laws, where is the problem with the additional nominee being considered along with the Vice President for that position?

If you've adopted RONR as your parliamentary authority and if your bylaws are silent on the question, then your vice-president became your president (not "interim", not "acting") the moment the resignation was formally accepted (not simply received).

You might also want to look into that "interim" treasurer. In RONR-Land, you're either the treasurer or you're not.

[Gary Novosielski]

It is not necessary for your bylaws to include an auto-succession provision, because that is already in RONR. In order not to have one, you bylaws would have to expressly overrule the one that's included in RONR.

It's not clear from your paraphrase what the vacancy-filling provision actually says, and that's critical. Unless the vacancy filling provision says that it applies to the presidency in particular, it does not. Even if it says "the Board fills all vacancies", that does NOT apply to the president, because a vacancy typically would not occur in the presidency. The provision would have to say "the Board fills all vacancies, including a vacancy in the office of president" Does it? If not, then:

At the moment the president's resignation was accepted, the Vice President became president (not interim, not acting, not temporary, but President), to serve the unexpired remainder of the term, and a vacancy has existed in the office of vice president ever since. That is the vacancy which the board now has to fill.

[pdevline]

Thx for the replies.

In answer to a couple of items above, the term "interim" was used to make the point that the position was filed until the end of term. In this case both President and Treasurer positions end 12/11.

Also, clarification on filling vacancies: "The Board of Directors...Sec. 5. Shall have the authority to fill a vacancy within the Board which may occur between annual elections"

Another related question...If the By-Laws do not make reference to RONR in any fashion, is it just assumed?

[hmtcastle]

Another related question...If the By-Laws do not make reference to RONR in any fashion, is it just assumed?

No. But if push came to shove (i.e. you ended up in court), your organization would probably be seen to be bound by "common parliamentary law" and the most widely accepted codification of that common law is, you guessed it, RONR.

In the meantime, check out "How Your Organization Can Adopt Robert's Rules".

[Gary Novosielski]

Another related question...If the By-Laws do not make reference to RONR in any fashion, is it just assumed?

Do they make reference to some other parliamentary authority? If so, then you should follow the rules in that work, which on most major issues will likely be quite similar to the rules in RONR.

If you have no parliamentary authority in your bylaws at all, then you should adopt one as soon as practicable. In the meanwhile you are constrained to operate under "common parliamentary law". And RONR is as good a distillation of common parliamentary law as you are likely to find.

But for your own protection, read this link.

[Tim Wynn]

Also, clarification on filling vacancies: "The Board of Directors...Sec. 5. Shall have the authority to fill a vacancy within the Board which may occur between annual elections"

For further clarification, see RONR(10th ed.), p. 557, l. 24-26.