If a board president resigns, is the vote needed to officially move the vp into this position?

[Guest Winston23]

If a board president resigns effective immediately and the bylaws simply state the vp shall take the duties of president until filled, then does an official nomination and vote need to take place to move the VP into the Pres position?

[Chris Harrison]

No.

[jstackpo]

Although you are going to have to figure out what "until filled" means. Until what is "filled"? Is that phrase actually in your bylaws?

RONR's rule is that the VP BECOMES the president and serves the remainder of the presidential term. The VP leaves a vacancy in the VP position to be filled.

[David A Foulkes]

If a board president resigns effective immediately and the bylaws simply state the vp shall take the duties of president until filled, then does an official nomination and vote need to take place to move the VP into the Pres position?

When the president resigns, there should be a vote to accept the resignation, at which time the VP automatically becomes the President, not merely assuming the duties thereof. (RONR 11th Ed. p. 575 ll. -17) You then have a vacancy in the VP office.

[Guest Edgar]

. . . the bylaws simply state the vp shall take the duties of president until filled . . .

Well, I suspect they say a bit more than that and probably not in those exact words.

In any case, if that's what your bylaws really say (as opposed to the RONR default already referred to), then the vice-president would remain vice-president and you'd need to fill the office of president (by holding an election if your bylaws provide for no alternate method). Whether the vice-president is chosen to be president is up to the voters.

[David A Foulkes]

Well, I suspect they say a bit more than that and probably not in those exact words.

In any case, if that's what your bylaws really say (as opposed to the RONR default already referred to), then the vice-president would remain vice-president and you'd need to fill the office of president (by holding an election if your bylaws provide for no alternate method). Whether the vice-president is chosen to be president is up to the voters.

But RONR refers to the bylaws expressly providing for the filling of the vacancy in the office of the president, otherwise the (1st) VP ascends to the office. Either way, I'd say the VP is now the president. Either he ascends per RONR's default, or the bylaws (as vaguely cited as they are so far) provide for the VP to ascend ("take the duties").

[Guest Edgar]

Either he ascends per RONR's default, or the bylaws (as vaguely cited as they are so far) provide for the VP to ascend ("take the duties").

I think "take the duties" is sufficiently ambiguous as to permit the interpretation that the vice-president remains vice-president and only "take the duties" of president until that office (i.e. the presidency is filled), much as a pro tem officer assumes the role, but not the office, of an absent officer.

This interpretation also makes (some) sense of "until filled", another ambiguous expression, as noted by Mr. Stackpole. And while this provision might not expressly refer to filling a vacancy in the office of president (thereby, in your opinion, triggering the RONR default), I think it refers to that vacancy enough to void the default. In other words, it suggests, in this interpretation, that the vacancy has not been filled. With the RONR default, of course, there would be no "until", and, in fact, no vacancy.

But interpreting bylaws based on paraphrased excerpts is the parliamentary equivalent of reading tarot cards.

DHURM4

[David A Foulkes]

I think "take the duties" is sufficiently ambiguous as to permit the interpretation that the vice-president remains vice-president and only "take the duties" of president until that office (i.e. the presidency is filled), much as a pro tem officer assumes the role, but not the office, of an absent officer.

The problem I have is that, per RONR, in the case of a mid-term departure of the President, the (1st) VP becomes the President automatically. The only way around that, per RONR, is if the bylaws "expressly provide otherwise for filling a vacancy in the office of president." This is not about assigning the president's duties, but rather filling the vacancy.

If the bylaw language cited (that the vp shall "take the duties" of the president) is interpreted as expressly providing for filling the vacancy in the office of the president, then the VP is the President. If it is not interpreted that way (that the duties only are re-assigned), then RONR kicks in and the VP is the President.

[Guest Edgar]

The only way around that, per RONR, is if the bylaws "expressly provide otherwise for filling a vacancy in the office of president."

Then I guess I'm arguing (if only for the sake of argument), that the phrase "until filled" expressly provides otherwise. Okay, so maybe it only suggests otherwise. I suppose it would be nice to see the actual text but, of course, this ain't the place for that (unless young Winston (23?) sneaks it in over the holiday weekend).

[Tim Wynn]

I will start by saying clearly that we are not giving any opinions on the original posters case and that no opinion can be rendered without reading the governing documents in their entirety.

I will continue by saying sorry David, but since we are playing the game of determining the meaning of "assume duties until filled," I fall in Edgar's camp, since it makes little sense that the vp would assume the duties until he instantly assumes the office.

[David A Foulkes]

When I think of what it means for the bylaws to expressly provide for filling the vacancy in the office of the president, I think of things like:

• Upon the death of, resignation of, or removal from office of the president, a special election to elect a new president shall be held by the membership at a special meeting to be called by the Vice President within 15 days of said death, resignation or removal.
  
• When the office of president shall become vacant, the President-Elect shall immediately assume the office for the remainder of the term.
  

Those examples seem more to "expressly provide" than does the indeterminate *until filled*, which brings to mind the standard vacancy-filing provisions found in the bylaws for all other offices and positions. While the bylaws in question may be ambiguous and open to several interpretations, RONR (in my opinion) is not. Either the VP becomes the President, or (as the only alternative offered) the bylaws must expressly provide for filling the vacancy. There's no third option of ambiguous bylaw vagueness.

Of course, the VP assumes the duties of the office because....... he is now the president!

But - - - that's just me being b&w, as always. (oh, this poor horse, I must let it live!)

[Tim Wynn]

When I think of what it means for the bylaws to expressly provide for filling the vacancy in the office of the president, I think of things like:

• Upon the death of, resignation of, or removal from office of the president, a special election to elect a new president shall be held by the membership at a special meeting to be called by the Vice President within 15 days of said death, resignation or removal.
  
• When the office of president shall become vacant, the President-Elect shall immediately assume the office for the remainder of the term.
  

Those examples seem more to "expressly provide" than does the indeterminate *until filled*, which brings to mind the standard vacancy-filing provisions found in the bylaws for all other offices and positions. While the bylaws in question may be ambiguous and open to several interpretations, RONR (in my opinion) is not. Either the VP becomes the President, or (as the only alternative offered) the bylaws must expressly provide for filling the vacancy. There's no third option of ambiguous bylaw vagueness.

Of course, the VP assumes the duties of the office because....... he is now the president!

But - - - that's just me being b&w, as always. (oh, this poor horse, I must let it live!)

As far as RONR goes, it only matters if the bylaws refer to specifically to the office of the president or not. If the bylaws say "any office" that's not specific to the office of president. If they say "the vp shall take over the duties of the office of president until the vacancy in the office of president is filled," that DOES refer specifically to the office of the president, no matter what the provision actually means.

[Guest magie]

i'm a member of a club and we had several officers resign around the same time, due to conflicts of interest within the club. they had their (round table) as we called it. they were tring to make decissions without approvel of the board or members. They resigned the positions and left the club for a few months. They did pay their dues, but never showed up to any meetings that whole time. Now one wants to serve on the board of trustees, and was appointed as such by the president (a friend of his) due to a tied hand vote. I guess my question is can he be blocked from taking this position? Our by-laws are being revised right now.

[jstackpo]

The answer may depend on what your bylaws say is the method by which vacancies on the board are filled.

A tied vote, in general, does not give the president the authority to make an appointment on his own. He could vote to break the tie, but not if his vote was a part of the original tie. Nobody gets to vote twice!

So check your bylaws carefully.

Also in the future ask a new (or even semi-new) question by starting a new Topic, not piggybacking onto a somewhat related thread. Things will work better.

[Trina]

i'm a member of a club and we had several officers resign around the same time, due to conflicts of interest within the club. they had their (round table) as we called it. they were tring to make decissions without approvel of the board or members. They resigned the positions and left the club for a few months. They did pay their dues, but never showed up to any meetings that whole time. Now one wants to serve on the board of trustees, and was appointed as such by the president (a friend of his) due to a tied hand vote. I guess my question is can he be blocked from taking this position? Our by-laws are being revised right now.

Please post your new question as a new topic (thread) -- that way it can get the attention it deserves. I will (with difficulty ) refrain from responding in this thread.

[jstackpo]

G'Mornin' Trina

Such admirable restraint!