Guest Myles Posted November 11, 2011 at 01:35 AM Report Share Posted November 11, 2011 at 01:35 AM I am currently VP of my organization. Our President just resigned. We have a meeting scheduled in 4 days where we will vote to accept his resignation. As VP I will assume the position of President for the remainder of the term, which by the way is over in January when a new Board takes over. Here comes the "BUT", we held elections in October for 2012. Current Pres and myself were reelected to our positions. Other Board members also elected but no one ran for Secretary or 1 other Stewart position.Our by-laws state: "a vacancy on the Board may be filled by a majority vote of the remaining members of the Board. However, if more than one vacancy exists, a special meeting of the organization shall be called and new members may be elected to fill the unexpired terms of the members to be replaced."Questions I have are: Is the Presidency of the new Board going to be vacant when the new Board takes over in January, or, as VP do I normally assume the presidency, and thereby make my VP position the vacancy?I do not want to parse out the by-law as stated above but, ......a majority vote of the remaining members of the Board. Since it will be a new Board is it really the remaining Board?Any help would be appreciated before 11.14.2011 Link to comment Share on other sites More sharing options...
Josh Martin Posted November 11, 2011 at 01:47 AM Report Share Posted November 11, 2011 at 01:47 AM Is the Presidency of the new Board going to be vacant when the new Board takes over in January, or, as VP do I normally assume the presidency, and thereby make my VP position the vacancy?The latter.I do not want to parse out the by-law as stated above but, ......a majority vote of the remaining members of the Board. Since it will be a new Board is it really the remaining Board?If anyone is suggesting that the word "remaining" somehow prevents the new board from filling the vacancy, I think they're grasping at straws. Link to comment Share on other sites More sharing options...
Guest Myles Posted November 11, 2011 at 02:10 AM Report Share Posted November 11, 2011 at 02:10 AM Thank you Josh. Can you quote a specific chapter in RONR so I can take to our meeting Monday? Thanks again. Link to comment Share on other sites More sharing options...
Matt Schafer Posted November 11, 2011 at 02:17 AM Report Share Posted November 11, 2011 at 02:17 AM When there is a vacancy in the office of president, the vice-president automatically becomes the president, unless there is a provision in the bylaws for filling a vacancy specifically for the office of president. (RONR, 11th ed., p. 575, l. 9-17.) Then fill the vacancy in the VP office by the process in the bylaws. That will take care of the vacancy in the current term.In the new term, you will again have a vacancy in the office of president. The VP becomes president, and the VP office will then need to be filled. But be careful. You only have one vacancy, even if all of the positions are not filled. The offices that were not elected are not vacant. You simply haven't finished the election. So look closely at the details in regards to who is empowered to select people to fill vacancies. Link to comment Share on other sites More sharing options...
Josh Martin Posted November 11, 2011 at 03:07 AM Report Share Posted November 11, 2011 at 03:07 AM Can you quote a specific chapter in RONR so I can take to our meeting Monday?RONR, 11th ed., pg. 444, lines 18-23 provides that the election is complete, so that should lend support to the idea that this is a vacancy, not an incomplete election (for the Presidency, anyway). Then the usual rule that the VP (you) fills the vacancy applies. (RONR, 1tth ed., pg. 575, lines 9-17)The other question is trickier as it deals with the wording of your Bylaws and this is ultimately up to your organization to interpret. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation, and pay particular attention to RONR, 11th ed., pg. 588, lines 31-33. I highly doubt that the use of the word "remaining" was intended to create a situation in which the board would become unable to fill a vacancy after a change in its membership. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 14, 2011 at 02:33 AM Report Share Posted November 14, 2011 at 02:33 AM I do not want to parse out the by-law as stated above but, ......a majority vote of the remaining members of the Board. Since it will be a new Board is it really the remaining Board?Yes. "Remaining" in this context means the non-resigned, non-vacated, members--anyone who is actually on the board at the time. It's usually put in to reassure people that a majority of the number of full-board positions is not required, which could be problematic if several people resigned. But it's not necessary, as RONR interprets "member" to mean the same thing as "remaining member". In other words, non-remaining members aren't members. Link to comment Share on other sites More sharing options...
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