President resigning; who becomes president?

[wfdickjr]

Our board president has announced that he will resign with one year remaining on his term as president. The bylaws make no provision for an officer leaving office before their term expires. The bylaws do provide, however, that RONR be the authority in all instances not covered by the bylaws. With this in mind, we searched RONR to determine the proper course of action and found the following unequivocal declaration:

“In the case of resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president.” [RONR 11th Ed., p.458, l. 7-13]

Since the bylaws make no provision, the automatic ascension of the vice-president to the presidency seemed the clear course of action. Only a few lines further down, however, we found this:

“Although in many instances the vice-president will be the logical nominee for president, the society should have the freedom to make its own choice and to elect the most promising candidate at that particular time.” [RONR 11th Ed., p. 458, l. 19-22]

Our question is: Which applies to our situation? Does the vice-president "automatically" become president for the unexpired term - or must we hold an election in which the vice-president is the "logical nominee"? Are there any other places in RONR that would shed some light on this?

Thank you for your consideration.

[Gary Novosielski]

The section on "nominating" the VP does not apply because there is no election involved when the VP automatically succeeds to the presidency.

Since your bylaws do not provide a different specific method, the VP automatically becomes president, unequivocally, when the resignation of the president becomes effective, presumably as soon as it is accepted.

[David A Foulkes]

Since the bylaws make no provision, the automatic ascension of the vice-president to the presidency seemed the clear course of action. Only a few lines further down, however, we found this:

“Although in many instances the vice-president will be the logical nominee for president, the society should have the freedom to make its own choice and to elect the most promising candidate at that particular time.” [RONR 11th Ed., p. 458, l. 19-22]

Our question is: Which applies to our situation? Does the vice-president "automatically" become president for the unexpired term - or must we hold an election in which the vice-president is the "logical nominee"? Are there any other places in RONR that would shed some light on this?

Thank you for your consideration.

The VP becomes the President. You have a mid-term vacancy in the presidency, and unless your rules say otherwise, RONR says the (1st) VP gets the job.

What p. 458 is referring to is at a regularly scheduled election where the office of President is up for election, although the VP might be the logical choice RONR does not restrict the society from electing someone else.

[wfdickjr]

Thank you Mr. Novosielski and Mr. Foulkes for your responses.

I can see now that these two passages are indeed related but not in the contradictory way I imagined. The first passage assigns the office of vice-president the right of automatic succession to the presidency in the event of a mid-term presidential vacancy. The second passage states that the VP has no such special status or rights with respect to succession to the presidency at the time of elections. My unfortunate focus on the topic of vacancy caused me to miss that point - a point that would otherwise have been obvious.

Again, thank you for your responses - not to mention your patience!

[jstackpo]

Another way to make the automatic succession clearer is the phrase "The king is dead; long live the king". As long as there is no war of the roses under way, this makes it clear that there never was a "vacancy" at all in the presidency - the V-P moved in as the P moved out.

[wfdickjr]

I hesitate to re-open an old discussion but a related question has been raised by the board.

QUESTION: Who becomes vice-president when the vice-president automatically ascends to the presidency?

Again, our by-laws are silent on this point but make RONR the parliamentary authority. My reading of RONR is that the second vice-president, if one exists, becomes vice-president. [RONR 11th Ed., p. 458, l. 7-16] This does not apply in our case, however, because there is no second vice-president.

PROPOSED ANSWER: The silence of both the by-laws and RONR on this point would indicate that the office of vice-president should remain open until the next scheduled election.

Any comments and/or references to pertinent sections of RONR that we may have overlooked would be greatly appreciated.

As always, thank you for your consideration.

[Guest Guest]

PROPOSED ANSWER: The silence of both the by-laws and RONR on this point would indicate that the office of vice-president should remain open until the next scheduled election.

The fact that your bylaws might not provide for any "automatic" filling of a vacant office doesn't mean that the vacancy shouldn't be filled. Without such a provision you'll fill it in the usual way, i.e. by election (albeit a mid-term, not a regular election). You certainly don't want to go months, or even years, without, say, a treasurer or secretary, while waiting for the next regular election, simply because your bylaws say nothing specific about filling a vacancy. That applies to any office, including, perhaps even especially, that of the vice-president

[Guest Edgar]

PROPOSED ANSWER: The silence of both the by-laws and RONR on this point would indicate that the office of vice-president should remain open until the next scheduled election.

One more observation: If your bylaws state, as I'm sure they do, that there shall be a vice-president (as well as other officers), you'd be violating your bylaws by not ensuring that that office is filled. No reference to RONR is needed.

[Gary c Tesser]

Aren't we glad RONR 11th had something to fix? Aren't we glad RONR 12th will have something to fix?

[David A Foulkes]

Again, our by-laws are silent on this point

Is "the point" that your bylaws are silent on the filling of a vacancy specifically in the office of vice-president, or filling vacancies at all? If they do not include a vacancy filling provision, you might think about amending them accordingly.

[wfdickjr]

Is "the point" that your bylaws are silent on the filling of a vacancy specifically in the office of vice-president, or filling vacancies at all? If they do not include a vacancy filling provision, you might think about amending them accordingly.

Thank you for your response.

With respect to mid-term vacancies, the bylaws say nothing at all.

In answer to another responder's question, the bylaws say "The ... officers shall be President, Vice President and Financial Secretary."

With respect to elections, the bylaws say "The election of officers shall take place annually during odd numbered years, during the month of June or as soon as possible after all June appointments have been made ..."

In short, there is no mention of mid-term vacancies nor is there any provision for election of officers other than that noted above.

[Gary c Tesser]

Well then, Mr Dick, if Robert's Rules is the organization's parliamentary authority, the provisions in RONR for filling vacancies kick in. See Guest-Guest's post, #7, and Guest Edgar's, #8.

[David A Foulkes]

You might also check your bylaws against p. 467 ll. 28-35 to see if your board is authorized to fill vacancies.

[wfdickjr]

You might also check your bylaws against p. 467 ll. 28-35 to see if your board is authorized to fill vacancies.

Thank you very much for the reference - that reference and the references contained therein were very helpful in that they seemed to cover all the bases with respect to vacancies. I had missed those references entirely due to concentrating on the office rather than the situation (vacancy).

[wwdslovene]

Our organization has several vice-presidents, but no one is #1, #2, etc. We have been working on the assuption that the Recording Secretary takes over until an election in held (ASAP) since the position is a vice president. Now I wonder if this is a proper procedure.

[wfdickjr]

Well then, Mr Dick, if Robert's Rules is the organization's parliamentary authority, the provisions in RONR for filling vacancies kick in. See Guest-Guest's post, #7, and Guest Edgar's, #8.

Both of those guest commentaries made sense to me but I was waiting for confirmation. Now that a regular whose name I recognize has confirmed, I will take that to the Board. I thank the guests and you for the assistance.

I should have added in my response to Mr. Foulkes that the we do not have an executive board so the possibility of an appointment does not exist. None of the RONR statements seem to apply so it really does appear to come down to the directive implied by the words "shall be" in the bylaws.

[Gary Novosielski]

Our organization has several vice-presidents, but no one is #1, #2, etc. We have been working on the assuption that the Recording Secretary takes over until an election in held (ASAP) since the position is a vice president. Now I wonder if this is a proper procedure.

Probably not. And you should really consider numbering your VP slots for this reason. When the office of president becomes vacant, all vice presidents move up, and the vacancy occurs in the lowest-ranking vice presidency. The Secretary does not change offices.

[Trina]

Probably not. And you should really consider numbering your VP slots for this reason. When the office of president becomes vacant, all vice presidents move up, and the vacancy occurs in the lowest-ranking vice presidency. The Secretary does not change offices.

The shifting 'up' of VPs may not be reasonable in the particular organization. For example, I belong to one organization which has multiple (not numbered) VPs, each with his own unique responsibilities. Moving VP B into VP A's job, and moving VP C into VP B's job would make absolutely no sense in the context of the organizational structure. In an organization like that, the bylaws should clearly state how a vacancy in the office of president is to be filled -- whether it's a particular one of the multiple VPs, some other officer, by new election, or whatever.

I think that if the organization has multiple VPs without any hierarchy or numbering, and if the organization's bylaws are silent on filling a vacancy in the office of president, then RONR will not help out with automatic filling of a vacancy in the Presidency, will it? Does the organization properly fall back on generic vacancy filling provisions in this situation?

[David A Foulkes]

I think that if the organization has multiple VPs without any hierarchy or numbering, and if the organization's bylaws are silent on filling a vacancy in the office of president, then RONR will not help out with automatic filling of a vacancy in the Presidency, will it? Does the organization properly fall back on generic vacancy filling provisions in this situation?

RONR provides for a standard structural template (P, VP (or multi-numbered VPs), S, T, etc) and procedures for handling events such as resignation of a president. The bylaws might handle it, the Pres-Elect might take the office (again, per bylaws), or the VP or VP-1 might take it (per RONR). So when an organization has a "non-standard" structure, with no bylaw provisions otherwise, it seems to fall to the "generic vacancy filling provisions" of the membership holding a special election. The one provision that might side-track that is the "full power and authority" board, as noted on p. 467. Of course, our Guest doesn't have an executive board, so that's out in this case.

It might be wise for an organization such as the one to which you belong, and our Guest's, to provide for vacancy filling for the president's office in the bylaws, especially if gathering the membership for a special election is problematic. One would hope this is the rarest of circumstances though.

[Gary Novosielski]

The shifting 'up' of VPs may not be reasonable in the particular organization.

Perhaps not, in which case their bylaws should probably contain specific instructions on how to fill a vacancy in the presidency. But I think a case could be made that in the event that specific types of vice president are named, but not numbered, the first named in the bylaws should succeed to the presidency. It would be an admittedly weak case, but. hey....

After all, RONR is quite specific that unless explicit language referring to the president is present, "the" vice president succeeds. It's just as reasonable to presume that the first named should succeed as it is to presume none of them do.

But it's another case of an organization departing from the RONR recommendations and then failing to include bylaws provisions to deal with all the unintended consequences.

[Chris Harrison]

It's just as reasonable to presume that the first named should succeed as it is to presume none of them do.

I would think that the VP who is first in line to preside in the President's absence should be the one to move up (hopefully that VP would be the first one listed in the bylaws).

[Gary Novosielski]

I would think that the VP who is first in line to preside in the President's absence should be the one to move up (hopefully that VP would be the first one listed in the bylaws).

We can only hope that the bylaws have language that define that duty. I'm not betting on it.

[Trina]

I would think that the VP who is first in line to preside in the President's absence should be the one to move up (hopefully that VP would be the first one listed in the bylaws).

We can only hope that the bylaws have language that define that duty. I'm not betting on it.

Not speaking for wfdickjr's organization, of course, but the organization I mentioned in my earlier post does indeed specify which officer presides in the absence of the president... and it isn't any of the VPs. Do you really think that anything in RONR supports that other officer moving automatically into the presidency if the president vacates the office?

[Chris Harrison]

Not speaking for wfdickjr's organization, of course, but the organization I mentioned in my earlier post does indeed specify which officer presides in the absence of the president... and it isn't any of the VPs. Do you really think that anything in RONR supports that other officer moving automatically into the presidency if the president vacates the office?

Not really. However, absent some compelling reason to hold otherwise I think it would be reasonable to interpret the bylaws to mean that the officer who would be first in line to preside in the President's absence would be the one to fill the vacancy.

[Gary Novosielski]

Not really. However, absent some compelling reason to hold otherwise I think it would be reasonable to interpret the bylaws to mean that the officer who would be first in line to preside in the President's absence would be the one to fill the vacancy.

Especially if his title contains the word "vice" and the word "president"