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Authority of president after vote by BOD to step down


Guest Darrell Smith

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Ordinarily, if you ask him to step down, that is a request, and he is no more obliged to step down than if the board votes to ask me for the keys to my silver Porsche. However, Guest Smith's reference to the president's appeal suggests that, in this instance, probably due to this organization's particular rules, the board's request is weightier than an ordinary request.

There is no rule in RONR that would compel the president to remove himself from office in response to a request, from anyone. If a motion were pending, that would be somewhat different: "Whenever a motion is made that refers only to the presiding officer ... or that commends or censures him with others, he should turn the chair over to the vice-president ... during the assembly's consideration of that motion(p. 451)." Note that this has only to do with presiding, not resigning; and he vacates the chair only for the duration of the consideration of a motion that, intrinsically, he cannot be impartial about. In this case, there is no motion pending.

So what's this about an appeal?

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The Board can ask the President to resign, but he can say no and that's the end of it. However, if the Board has the power to remove an Officer then they should have done that.

Do the By-laws state anything about removing an Officer or director? If so, the Board should sollow those steps. Otherwise, read Chapter XX of RONR.

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