Guest Pam Posted February 22, 2012 at 03:30 PM Report Share Posted February 22, 2012 at 03:30 PM When a board member resigns, does it require a board vote to be "official?" Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 22, 2012 at 03:37 PM Report Share Posted February 22, 2012 at 03:37 PM When a board member resigns, does it require a board vote to be "official?"A resignation is a Request to be Excused from a Duty. It requires a majority vote to be accepted. Whether or not your board is authorized to accept the resignation is unknown. Link to comment Share on other sites More sharing options...
Guest Pam Posted February 22, 2012 at 04:10 PM Report Share Posted February 22, 2012 at 04:10 PM Thanks, Tim...I am the board secretary for a 501c3 long-term homeless shelter...How would I know if our board is authorized to accept it. I do not recall seeing it in our by-laws, that that is how we handled it until our most recent resignation. Then, the president just announced the resignation to the board. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 22, 2012 at 04:15 PM Report Share Posted February 22, 2012 at 04:15 PM Thanks, Tim...I am the board secretary for a 501c3 long-term homeless shelter...How would I know if our board is authorized to accept it. I do not recall seeing it in our by-laws, that that is how we handled it until our most recent resignation. Then, the president just announced the resignation to the board.If the bylaws give the Board the authority to fill a vacancy on the Board, they would also be empowered to accept resignations (which still need a majority vote). If the Board isn't authorized to fill vacancies, then the society (general membership) would need to accept the resignation at a properly called meeting. They would then need to hold a special election to elect a replacement for the vacant position.Soooo..... as is often the case in such situations, a careful read of your bylaws in their entirety is called for here. And by that, I do not mean to post them here. Bylaw interpretation is beyond the scope of this forum. See page 588 (RONR 11th Ed.) for some insights into interpreting your bylaws. Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 22, 2012 at 04:27 PM Report Share Posted February 22, 2012 at 04:27 PM If the bylaws give the Board the authority to fill a vacancy on the Board, they would also be empowered to accept resignations (which still need a majority vote). If the Board isn't authorized to fill vacancies, then the society (general membership) would need to accept the resignation at a properly called meeting. "In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly… … without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly." - RONR (11th ed.), p. 467, ll. 28-35. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 22, 2012 at 04:34 PM Report Share Posted February 22, 2012 at 04:34 PM "In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly… … without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly." - RONR (11th ed.), p. 467, ll. 28-35.Yeah but..... we don't know what's in Guest_Pam's bylaws about this so I figured I'd start with the basics.So, Pam..... do your bylaws "confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly… … without reserving to the society itself the exclusive right to fill vacancies?" Link to comment Share on other sites More sharing options...
jstackpo Posted February 22, 2012 at 04:44 PM Report Share Posted February 22, 2012 at 04:44 PM If the Board isn't authorized to fill vacancies, then the society (general membership) would need to accept the resignation at a properly called meeting. They would then need to hold a special election to elect a replacement for the vacant position.And, if there are no vacancy filling rules in the bylaws, and the Board has "between-meetings" full power, the Board can fill the vacancy without waiting for a general meeting to do so. This is a "New Rule" in the 11th (I'm sure the A-Team would describe this as a "clarification"), p. 467, l.34. Three little words: "and fill vacancies" (along with lots of others) that weren't in the 10th ed.I'm going to a meeting tonight that could have been avoided had I cottoned to that rule change three weeks ago. There's a lot of little goodies tucked away in the 11th ed. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 22, 2012 at 04:53 PM Report Share Posted February 22, 2012 at 04:53 PM Guys, guys.... you're gettin' awful pushy on this. How the heck am I supposed to know of Guest_Pam's bylaws confer "full power and authority" on the executive board? Ask Pam!!!!!Should that not be the case, is what I posted incorrect? Now, I'll start adding the "full power" clause in future replies, but stop bustin' my chops when so far from Guest_Pam all we have "How would I know if our board is authorized to accept it? I do not recall seeing it in our by-laws". Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 22, 2012 at 04:57 PM Report Share Posted February 22, 2012 at 04:57 PM Guys, guys.... you're gettin' awful pushy on this. How the heck am I supposed to know of Guest_Pam's bylaws confer "full power and authority" on the executive board? Ask Pam!!!!!Should that not be the case, is what I posted incorrect?Now, I'll start adding the "full power" clause in future replies, but stop bustin' my chops when so far from Guest_Pam all we have "How would I know if our board is authorized to accept it? I do not recall seeing it in our by-laws".There's nothing inaccurate about your post. It's just a little incomplete if it's intended to guide a novice through the process of deciding if the board is authorized to accept resignations and fill vacancies… that's all. Settle down. Link to comment Share on other sites More sharing options...
Guest Pam Posted February 22, 2012 at 04:57 PM Report Share Posted February 22, 2012 at 04:57 PM You folks are great! Checked my bylaws and confirmed board has the authority to fill positions that cycle off as well as those who are voted off for dereliction or resign, but does not stipulate the authority to FILL positions that result from resignation/dereliction. Is it implied? Should we add this provision at our upcoming review of the bylaws? Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 22, 2012 at 05:01 PM Report Share Posted February 22, 2012 at 05:01 PM You folks are great! Checked my bylaws and confirmed board has the authority to fill positions that cycle off as well as those who are voted off for dereliction or resign, but does not stipulate the authority to FILL positions that result from resignation/dereliction. Is it implied? Should we add this provision at our upcoming review of the bylaws?Your post seems to contradict itself. Please give it a second look and update it, as necessary. Link to comment Share on other sites More sharing options...
Guest Pam Posted February 22, 2012 at 05:01 PM Report Share Posted February 22, 2012 at 05:01 PM sorry...misspoke. Doesn't stiplate that we have the authority to accept the resignation. Is it implied and should we add that language? Thanks for recognizing that I am a novice. Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 22, 2012 at 05:04 PM Report Share Posted February 22, 2012 at 05:04 PM sorry...misspoke. Doesn't stiplate that we have the authority to accept the resignation. Is it implied and should we add that language? Thanks for recognizing that I am a novice. Yes, if the board has the authority to fill the vacancy, it is implied that it has the authority to accept the resignation. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 22, 2012 at 05:06 PM Report Share Posted February 22, 2012 at 05:06 PM Settle down. Link to comment Share on other sites More sharing options...
Guest Pam Posted February 22, 2012 at 05:08 PM Report Share Posted February 22, 2012 at 05:08 PM One last question...should we include specific language stipulating such next time we update bylaws or would it be unnecessary? Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 22, 2012 at 05:10 PM Report Share Posted February 22, 2012 at 05:10 PM One last question...should we include specific language stipulating such next time we update bylaws or would it be unnecessary?There's nothing wrong with adding clarity to the bylaws, and it is advisable, if the current language is not clear to the members of your organization. Link to comment Share on other sites More sharing options...
jstackpo Posted February 22, 2012 at 05:12 PM Report Share Posted February 22, 2012 at 05:12 PM Sure can't hurt -- at least it might avoid 16 entry threads!I'm going to a meeting tonight that could have been avoided had I cottoned to that rule change (p. 467) three weeks ago. There's a lot of little goodies tucked away in the 11th ed. Link to comment Share on other sites More sharing options...
jstackpo Posted February 22, 2012 at 05:12 PM Report Share Posted February 22, 2012 at 05:12 PM Oop, 17, no, 18! When will this ever end? Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 22, 2012 at 05:23 PM Report Share Posted February 22, 2012 at 05:23 PM Oop, 17, no, 18! When will this ever end?Maybe at 19? Link to comment Share on other sites More sharing options...
PJC Posted February 22, 2012 at 05:26 PM Report Share Posted February 22, 2012 at 05:26 PM Maybe at 19?Let's make it an even 20. Link to comment Share on other sites More sharing options...
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