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Three Officers Resign


Guest Cecelia Staryos

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The President, Vice-President, and Manager resigned leaving only the Treasurer in office. What is the order of succession?

There is no order of succession beyond the President and Vice-President unless your Bylaws provide otherwise. You will need to fill the vacancies in the President, Vice-President and Manager positions as provided in your Bylaws. If your Bylaws have no vacancy-filling procedure, the vacancies are filled the same way the positions were filled to begin with. Notice must be provided of an election to fill a vacancy.

Until the position of President is filled, the Secretary will call each meeting to order and will preside over the election of a Chairman Pro Tempore, who will serve for the duration of that meeting. If you are without a Secretary as well, any member may call the meeting to order.

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  • 3 months later...

Our non profit board have received 6 resignations in the last two months. The president, vice president and secretary resigned yesterday. With these 6 directors resigning leaves or board with onl 4 members. Our by-laws states we need 7. By-law provisions allow the existing board members to fill the vacancies. We are not sure we can fill vacancies without a meeting. Can we have a meeting with only 4 board members.

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By-law provisions allow the existing board members to fill the vacancies. We are not sure we can fill vacancies without a meeting. Can we have a meeting with only 4 board members.

Firstly, and for future reference, this forum works best if you start a new topic for your new question (even if you find a similar one already exists).

A few things to consider:

A resignation is a request to be excused from a duty and doesn't take effect unless and until it is formally accepted by the body (or person) authorized to do so. (Theoretically the request could be rejected though that's rare.)

Your board can only act as a board, at a legitimate meeting of the board. For purposes of accepting resignations and filling vacancies you'd need a quorum present. Your bylaws should state what this quorum is but, if they don't, it's a majority (more than half) of the board members. So one option is to accept the resignations one at a time and fill the vacancy before you accept the next one. Of course this assumes the "resigned" members will at least show up one more time.

Finally, your bylaws might give your board the authority to fill vacancies even if it can obtain a quorum so check your bylaws for this exception.

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...Finally, your bylaws might give your board the authority to fill vacancies even if it can obtain a quorum so check your bylaws for this exception.

Do you mean cannot?

In other words, the bylaws might give the 4 remaining members specific authority to fill vacancies under such circumstances, even if they do not meet the quorum requirement to conduct other business.

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