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Resignations and special resolutions


Guest chris dodds

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1 - In our organization the immediate Past President is also the Advisor to the Board. If that person resigns as Advisor does that mean that they have also resigned as Past President or can they take up duties again if the current President and or VP are not available?

2 - A Director has one year remaining on their term and runs for President which has a three term. No one notices this until a Board meeting where the new President is deemed not valid. Can the Board pass a special resolution that would entitle the person to stay on as President for the remaining year of their term as an interm President? If not does the VP then take over?

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1 - In our organization the immediate Past President is also the Advisor to the Board. If that person resigns as Advisor does that mean that they have also resigned as Past President or can they take up duties again if the current President and or VP are not available?

Does your past president have defined duties other than those of the Advisor? RONR does not give such a person (past president) any duties or authority, so the duties you ask about would need to be defined in your own bylaws.

2 - A Director has one year remaining on their term and runs for President which has a three term. No one notices this until a Board meeting where the new President is deemed not valid. Can the Board pass a special resolution that would entitle the person to stay on as President for the remaining year of their term as an interm President? If not does the VP then take over?

Do your rules prohibit someone from holding two positions at once? RONR does not.

If your rules do prohibit this (holding two offices simultaneously), the person would have the choice of which office to keep. The board would not have the authority (under RONR) to make the decision. On the other hand, if the person was truly ineligible (under your rules) to be elected President, the board can't do anything to make him/her eligible, or to allow him/her to 'stay on' as President. If an ineligible person was elected, that election is null and void, and a new election must be held.

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Trina

The C&B states that the Past President will be the Advisor and if need be assume the duties of the President if the current President and VP are not available. As this is a dual role can you resign from one part (advisor) and not the other (past president)?

The bylaws state that the President can not be a current sitting Director therefore they can only hold one position. The grey area would be whether or not a director with one year remaining on their term, run for a postion that has a three year term.

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There are only two ways I can think of to stop being the Immediate Past President (IPP): 1) if the sitting president leaves office, and 2) if the IPP leaves this earthly plane. If your bylaws say the position of Advisor is held by the IPP, and not just a position anyone can fill, then I don't see how you can resign from being the Advisor expect for items 1 and 2 above. But they're your bylaws, so you'll need to determine that for yourself. See page 588 in RONR (11th Ed) for help interpreting the bylaws.

If the Director is elected to President, I would think he would resign his Director's position, or it would be an automatic vacating of that position. I'd be hard pressed to agree that being a Director prevents a person from being elected to the office of President. But they're your bylaws, so.... ....... well, you know.

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The C&B states that the Past President will be the Advisor and if need be assume the duties of the President if the current President and VP are not available. As this is a dual role can you resign from one part (advisor) and not the other (past president)?

It sounds like the IPP serves ex officio as the Adviser, so no, he couldn't just resign from being the Adviser.

The bylaws state that the President can not be a current sitting Director therefore they can only hold one position. The grey area would be whether or not a director with one year remaining on their term, run for a postion that has a three year term.

The member is eligible to serve as President unless your Bylaws provide otherwise. He'd just need to resign from his Director position if he won, based on the information you've provided.

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