Resignation, vacancy and other

[SaffyreBTs]

The current corresponding secretary(CS) was voted into the presidency with an effective date of July 1. This person submits a resignation from that position with an effective date of June 30.

~At what point shall the board appoint someone to fill the vacant CS position?

~Does the current board have to accept the resignation before having a special meeting to appoint someone to the vacancy?

~Is the CS able to vote for their successor? Or am I correct in assuming that once the resignation is accepted, this person no longer is a board member and has no voting power?

The current board, including the CS held a special meeting on May 17 to appoint a new corresponding secretary. This doesn't make sense to me.

The by-laws state with respect to vacancies:

Section 3. Vacancies. Any vacancies occurring on the Board of Directors or among the Officers during the year shall be filled by a majority vote of the remaining members of the Board of Directors, except that a vacancy in the office of President shall be automatically filled by the Vice-President, and the resulting vacancy in the office of Vice-President shall be filled by the Board of Directors. A vacancy replacement shall complete the remaining of the term of the office left in the vacant position.

Would like to know anyone's input on this. Thank you.

[Josh Martin]

~At what point shall the board appoint someone to fill the vacant CS position?

At any point after the resignation has been accepted, provided previous notice is given of the election to fill the vacancy.

~Does the current board have to accept the resignation before having a special meeting to appoint someone to the vacancy?

Well, the board must accept the resignation before filling the vacancy, but you could do both of those things in the same meeting. If you're doing them at a special meeting, be sure to follow the procedures in your Bylaws and include both items in the call of the meeting.

~Is the CS able to vote for their successor?

Yes.

Or am I correct in assuming that once the resignation is accepted, this person no longer is a board member and has no voting power?

That does not seem to be a correct assumption. Firstly, the resignation specifically states that it is not effective until June 30, and the board may well hold the election prior to that date. Secondly, the President is usually a board member, and in small boards (about 12 members or less) the President generally votes along with the other members on all motions.

The current board, including the CS held a special meeting on May 17 to appoint a new corresponding secretary. This doesn't make sense to me.

It all seems fine to me. The board doesn't need to wait until the resignation becomes effective to appoint a successor. Presumably, the appointment is effective July 1.

[Bruce Lages]

Although the OP's question has come up a number of times previously, I guess I'm still a little unclear on the appropriate procedure when a person is elected to an office whose term will not begin until a date beyond the election, and then 'resigns' prior to the beginning of that term. There is technically no vacancy since the officer-elect has not taken office yet, but by RONR, the election is certainly complete. In this situation, are the vacancy-filling procedures enacted prospectively? I guess the ideal solution is the RONR default, where notice is given and the body that elects the office conducts another election. But, if the vacancy-filling procedures allow the board to appoint or elect, does this mean that in the case where the general membership elects the office, they do not get to choose the replacement?

[Josh Martin]

Although the OP's question has come up a number of times previously, I guess I'm still a little unclear on the appropriate procedure when a person is elected to an office whose term will not begin until a date beyond the election, and then 'resigns' prior to the beginning of that term.

I don't believe that is the situation here. The Corresponding Secretary does not take office as President until July 1, but he is resigning from his current position (Corresponding Secretary). I suspect there is some overlap between the terms, thus the resignation.

Well... or maybe he is resigning from President as well. But all the questions are about the Corresponding Secretary position.

[Gary Novosielski]

There is technically no vacancy since the officer-elect has not taken office yet, but by RONR, the election is certainly complete. In this situation, are the vacancy-filling procedures enacted prospectively? I guess the ideal solution is the RONR default, where notice is given and the body that elects the office conducts another election. But, if the vacancy-filling procedures allow the board to appoint or elect, does this mean that in the case where the general membership elects the office, they do not get to choose the replacement?

I would argue that the vacancy-filling provisions should apply, if the election is complete. A complete election creates an unexpired term of office, and names someone to fill it. Subsequently, that person has requested to be excused from that duty--in this case in advance of actually assuming it. But, except for the timing, the situation is no different than if he had waited until taking up the office and had then submitted a resignation. It's problematic only because it's not explicitly covered in RONR, since RONR's default is that the election is effective immediately. Even so, I see no truly persuasive argument, nor any workable mechanism, for declaring a complete election to be no-longer-complete. That seems a more problematic situation than simply following the established (or default) vacancy-filling provisions.

Others may reason differently.

[hmtcastle]

Others may reason differently.

I ain't one of 'em (though, in the past, I think I've also been thrown by the "resignation from an office one hasn't assumed" question).

[SaffyreBTs]

Hi there. Thank you all for your input so far. Let me clarify a few things. The fiscal year is July 1 - June 30. The board is elected by balloting the membership; the CS in even years meaning there's one more year left to this person's term. Ballots are sent out in Jan/Feb, results are announced at the annual meeting in Apr/May, with the new board to take over on July 1. If the current CS resigns his/her position prior to July 1, then the current board gets to appoint a new CS.

[Josh Martin]

Hi there. Thank you all for your input so far. Let me clarify a few things. The fiscal year is July 1 - June 30. The board is elected by balloting the membership; the CS in even years meaning there's one more year left to this person's term. Ballots are sent out in Jan/Feb, results are announced at the annual meeting in Apr/May, with the new board to take over on July 1. If the current CS resigns his/her position prior to July 1, then the current board gets to appoint a new CS.

Okay, I think I had everything right in my first post, then.