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Resigning from an executive position


Guest Sahill

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I have a question about resignations, but can't find any specific details in Roberts' Rules. In our not-for-profit organization, the membership elects directors, then afterwards the directors elect the executive officers (president, secretary, treasurer, and vice-chair). We also have a past president position which is not elected.

Last week, our president resigned from their president's position, but he wants to remain the past president. Is this possible? Or does his resignation mean that he is not eligible to serve as past president because he resigned from the board? Our constitution has no by-laws about this.

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RONR doesn't deal with "past presidents" or even "Immediate Past Presidents" (IPP)

But the plain meaning of the words, and the consensus around here, is that the IPP is the person who was most recently president -- that means your resignee is the (new) IPP.

But it is a bad idea to have one:

In my personal view, setting up an "official" Immediate Past President (IPP) position is not a particularly good idea. The most telling argument is the real possibility of a close and bitter race for the presidency, with the current president running (for a second term) against an "outsider". And the outsider - the "reform candidate", perhaps - wins but is still stuck with the thorn of the IPP on the Board in a position to snipe at the new president. And perhaps attempt to undermine the new president's plans.

If the erstwhile president is a "good guy" the new president can (usually, depending on the bylaws) appoint him to a pre-existing committee - or even have him chair one, which might put him on the Board - as the new president sees fit. That way the IPP's experience and value can be put to good use, when needed, without the danger of setting up an adversarial situation which would require a bylaw amendment to get out of.

Here's some more reasons

1) The President resigns and wants nothing to do with the organization.

2) The President simply doesn't run for election again because he's had enough, and never shows up at a board meeting.

3) The President is booted out of office for being incompetent, or for something more nefarious.

4) The President dies.

5) The President resigns and moves (wants to help but isn't around).

6) Even worse is the bylaw assignment of the IPP to chair a committee - such as nominating. Then he dies/quits/leaves town, &c. You are then stuck with an unfillable (by definition) vacancy.

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I appreciate the suggestion that we would be better served by a constitutional change that does not permit an IPP, but for now do you have any suggestions how I can prove the point that he is still the Past President now? He wants to stay in that role, but the board is adamant that by resigning "from the President position" he is no longer eligible to serve as Past President.

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I appreciate the suggestion that we would be better served by a constitutional change that does not permit an IPP, but for now do you have any suggestions how I can prove the point that he is still the Past President now? He wants to stay in that role, but the board is adamant that by resigning "from the President position" he is no longer eligible to serve as Past President.

RONR won't help you directly with a convenient citation, since the book doesn't really deal with IPPs. You are left to argue from logic -- the immediate (i.e. most recent) past president is the person who most recently left the office of president. Some people are surprisingly resistant to simple logic.

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Simple common sense (though nowadays it doesn't seem to be so common). If someone was the President but no longer is they would have been president in the past (past president) by pure and uncomplicated logic. Now, it is possible that the bylaws state that certain things can disqualify someone who is a past president from holding the "office" of Past President but the Board in making that claim needs more proof that just being adamant. Also, depending on how much power the Board has been given in the bylaws it might be that they don't have the authority to disqualify the Past President from serving in the first place and the decision would rest with the General Membership

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Being adamant doesn't make them right. Ask them to show you the rule, either in the bylaws, or in RONR, that supports their position.

I feel safe in saying that if none of the regulars here are aware of any such rule, your adamant members will fail at that task, at least with respect to RONR. Your bylaws are your own.

You can also show them this thread, or any of dozens like it. If your bylaws do not specify that the office of IPP, as defined in your bylaws (it is not defined in RONR) is somehow dependent upon the method of departure of the former president, that would appear to be that. There is certainly no such rule in RONR.

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Well, yes... except that in practice the burden of proof often falls on those who hold the minority opinion.

Indeed. Here's a timely reminder from Garrison Keillor's A Writer's Almanac:

On this date in 1633, the Vatican ruled that Galileo Galilei was "vehemently suspect of heresy." Galileo supported Copernicus's theory of heliocentrism: namely that the Sun, not the Earth, was the center of the universe. All his books were banned, and he was placed under house arrest for the rest of his life.

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I have a related question and hope somebody can help. A couple of years ago our president resigned from her position as president because she was moving away. Let's call her President A. Her letter said "I regretfully have to resign from my position as President". The board then elected a vice-president to the president role (let's call him President B). The previous President A became the Past President as per our by-laws which state that the previous president serves on the executive committee in this role. President A continued to serve as the Past President all last year (about half the time by video conference and the other half in person because her work still sometimes required her to be in town). We now have a new president (President C), so typically former President B would assume the past president role. However, that new Past President (President B) has resigned. Our constitution states that when a past president is not available, the board may elect another individual who previously served as Past President to that position. So President A was nominated. However, some board members are claiming that she is ineligible for the role because she should not ever have served as Past President because she resigned from her presidency (similar to the original post in this thread). This seems ridiculous to me, but this decision was upheld at a board meeting. The claim is that by resigning her President's position that she was no longer eligible to serve as a director on the board and therefore should not ever have served as Past President. From my reading of this thread, this is incorrect. Am I missing something, or did this board get it wrong?

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Not sure why the smilies appeared in the above post. The smileys should read B.

The smileys appeared because "B" followed by ")" generates them. Just as "(" followed by "c" followed by ")" generates a copyright symbol . . . which raises havoc with 501©(3) organizations.

By the way, for future reference, this forum works best if you post your new question (even if related to an existing topic) as a new topic. But, yes, I think your analysis of the past-president situation is essentially correct.

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I have a related question and hope somebody can help. A couple of years ago our president resigned from her position as president because she was moving away. Let's call her President A. Her letter said "I regretfully have to resign from my position as President". The board then elected a vice-president to the president role (let's call him President B). The previous President A became the Past President as per our by-laws which state that the previous president serves on the executive committee in this role. President A continued to serve as the Past President all last year (about half the time by video conference and the other half in person because her work still sometimes required her to be in town). We now have a new president (President C), so typically former President B would assume the past president role. However, that new Past President (President B) has resigned. Our constitution states that when a past president is not available, the board may elect another individual who previously served as Past President to that position. So President A was nominated. However, some board members are claiming that she is ineligible for the role because she should not ever have served as Past President because she resigned from her presidency (similar to the original post in this thread). This seems ridiculous to me, but this decision was upheld at a board meeting. The claim is that by resigning her President's position that she was no longer eligible to serve as a director on the board and therefore should not ever have served as Past President. From my reading of this thread, this is incorrect. Am I missing something, or did this board get it wrong?

I'm assuming that members of your board of directors are elected to their director seats, and the board then chooses its officers from among its own number.

If that's the case, then it is quite possible for a president to resign the presidency and remain a director. If the rules in RONR apply, then at the time the resignation is accepted, the first vice president becomes president--no vote needed to appoint--other numbered vice presidents would shift by one number, and a vacancy would occur in the highest-numbered VP slot.

Do your bylaws have rules requiring a director to accept any offices to which they are elected, or prohibiting them from resigning on pain of losing their directorship? If not, it sounds like your board is acting according to what they wish the bylaws say, instead of what they actually say.

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