President resigned

[secretary]

Recently our President resigned. Does the VP automatically become President? Our By-Laws state: "Any vacancy , however occurring, in any office, may be filled by the Board. An officer so elected shall hold office for the unexpired term of the offices he is replacing." I read that to mean that the Board can appoint a new president instead of the VP moving into the position. Thoughts please. Thank you.

[Gary c Tesser]

O did I used to get this wrong.

[Tim Wynn]

Recently our President resigned. Does the VP automatically become President? Our By-Laws state: "Any vacancy , however occurring, in any office, may be filled by the Board. An officer so elected shall hold office for the unexpired term of the offices he is replacing." I read that to mean that the Board can appoint a new president instead of the VP moving into the position. Thoughts please. Thank you.

Unless the bylaws specifically provide for a different method of filling a vacancy in the office of the president in particular, the VP automatically becomes president in the event of a vacancy in the office of the president.

The excerpt that you posted is not sufficient to prevent the VP from automatically becoming president. See RONR (11th ed.), p. 575, ll. 9-17.

[Chris Harrison]

It is up to you all to interpret your own bylaws. RONR p. 575 ll. 9-17 says that the VP becomes President unless there is a vacancy filling provision for the specific case of the Presidency. However, your bylaws say "in any office" which makes for an interesting quandary.

On one hand, RONR p. 575 is quite clear that the VP becomes President unless the bylaws have a vacancy filling provision for the office of President specifically (and yours don't). On the other hand, it also seems quite clear that when the bylaws say "in any office" that they mean in any office and while I suspect that the members weren't familiar with that particular rule in RONR when they adopted the bylaws (shame on them ) I think it is reasonable to argue that they said what they meant and the Board should fill the vacancy in the Presidency. But then again there still is p. 575.

So I think y'all have a jump ball here as whether to follow the letter of what RONR says (the VP moves up automatically) or since the bylaws say "in any office" which would include the office of President the Board would fill the vacancy. In either case the bylaws should be amended to specifically include the President in the provision if the intent in the future is for the Board to also fill that vacancy.

[Tim Wynn]

It is up to you all to interpret your own bylaws.

. . . On one hand, RONR p. 575 is quite clear that the VP becomes President unless the bylaws have a vacancy filling provision for the office of President specifically (and yours don't).

Chris, are you suggesting that there's room to interpret something that's "quite clear"?

[Dan Honemann]

It is up to you all to interpret your own bylaws. RONR p. 575 ll. 9-17 says that the VP becomes President unless there is a vacancy filling provision for the specific case of the Presidency. However, your bylaws say "in any office" which makes for an interesting quandary.

On one hand, RONR p. 575 is quite clear that the VP becomes President unless the bylaws have a vacancy filling provision for the office of President specifically (and yours don't). On the other hand, it also seems quite clear that when the bylaws say "in any office" that they mean in any office and while I suspect that the members weren't familiar with that particular rule in RONR when they adopted the bylaws (shame on them ) I think it is reasonable to argue that they said what they meant and the Board should fill the vacancy in the Presidency. But then again there still is p. 575.

So I think y'all have a jump ball here as whether to follow the letter of what RONR says (the VP moves up automatically) or since the bylaws say "in any office" which would include the office of President the Board would fill the vacancy. In either case the bylaws should be amended to specifically include the President in the provision if the intent in the future is for the Board to also fill that vacancy.

I disagree. I think there is no vacancy in the office of President in this case.

[Guest Edgar]

I think it is reasonable to argue that they said what they meant and the Board should fill the vacancy in the Presidency.

Since the vice-president becomes the president at the very instant the (former) president is no longer in office, there never is a vacancy for the board to fill.

[Tim Wynn]

Since the vice-president becomes the president at the very instant the (former) president is no longer in office, there never is a vacancy for the board to fill.

Actually, there is a vacancy to fill: it's in the office of vice-president.

[Chris Harrison]

Chris, are you suggesting that there's room to interpret something that's "quite clear"?

I think given the wording of the bylaws that there is just enough room for interpretation that if the Chair ruled that the VP is now President and that ruling was Appealed he shouldn't rule it dilatory. Personally, if I were a member of that assembly voting on the question I would have voted that the VP is now President and then suggested that the bylaws be amended to reflect the members' wishes.

Since the vice-president becomes the president at the very instant the (former) president is no longer in office, there never is a vacancy for the board to fill.

Given the bylaws wording and what the members' intent must have been when they adopted it I think that is debatable.

[Dan Honemann]

I think given the wording of the bylaws that there is just enough room for interpretation that if the Chair ruled that the VP is now President and that ruling was Appealed he shouldn't rule it dilatory. Personally, if I were a member of that assembly voting on the question I would have voted that the VP is now President and then suggested that the bylaws be amended to reflect the members' wishes.

Given the bylaws wording and what the members' intent must have been when they adopted it I think that is debatable.

"If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice-president or first vice-president automatically becomes president for the remainder of the term, and the vacancy to be filled arises in the vice-presidency or lowest-ranking vice-presidency; if another method of filling a vacancy in the presidency is desired, it must be prescribed and specified as applying to the office of president in particular." (RONR, 11th ed., p. 575, ll. 9-17).

I gather you don't find this clear enough?

[Chris Harrison]

"If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice-president or first vice-president automatically becomes president for the remainder of the term, and the vacancy to be filled arises in the vice-presidency or lowest-ranking vice-presidency; if another method of filling a vacancy in the presidency is desired, it must be prescribed and specified as applying to the office of president in particular." (RONR, 11th ed., p. 575, ll. 9-17).

I gather you don't find this clear enough?

Oh, I think that is pretty clear and I said so in my original post. I just also think that when the members' intent is equally clear in saying "all offices" that the clarity on both turns from an expertly washed window into one that hasn't seen a bottle of Windex in the last year.

[George Mervosh]

Oh, I think that is pretty clear and I said so in my original post. I just also think that when the members' intent is equally clear in saying "all offices" that the clarity on both turns from an expertly washed window into one that hasn't seen a bottle of Windex in the last year.

I think Dan's point is (he can correct me if I'm wrong), as far as RONR is concerned, the language doesn't cut it and there is no vacancy in the office of President. No windex required in what RONR says, at least.

[George Mervosh]

I think Dan's point is (he can correct me if I'm wrong), as far as RONR is concerned, the language doesn't cut it and there is no vacancy in the office of President. No windex is required in understanding what RONR says, at least.

[Rev Ed]

I concur - the Vice President automatically becomes the President, and there is a vacancy for the Vice President.

[Trina]

"If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice-president or first vice-president automatically becomes president for the remainder of the term, and the vacancy to be filled arises in the vice-presidency or lowest-ranking vice-presidency; if another method of filling a vacancy in the presidency is desired, it must be prescribed and specified as applying to the office of president in particular." (RONR, 11th ed., p. 575, ll. 9-17).

Oh, I think that is pretty clear and I said so in my original post. I just also think that when the members' intent is equally clear in saying "all offices" that the clarity on both turns from an expertly washed window into one that hasn't seen a bottle of Windex in the last year.

Suppose the bylaws say, "Officers of the association shall be a President, Vice President, Treasurer, Secretary, and Membership Coordinator. Any vacancy occurring in any of the above listed five offices shall be filled by the Board."

This still doesn't single out the 'specific case of the presidency' as described in RONR, because the office of President isn't separately mentioned in the sentence about vacancies. However, the meaning of the second sentence would clearly seem to include the office of President. What would be the proper view of such a provision, in light of the requirement in RONR?

[Guest Edgar]

What would be the proper view of such a provision, in light of the requirement in RONR?

I believe the proper view is that, as long as there's a vice-president, there will never be a vacancy in the office of president. The transition is instantaneous.

If, on the other hand, the new president dies a week later, then there would be a vacancy in that office and the board could appoint a new one.

[George Mervosh]

My simplistic view of it, Trina, is that the bylaw language must create the opportunity for a vacancy in the office of President, because such a vacancy is not possible under the rules in RONR when there is a VP.

(Which sounds an awful lot like what Mr. Mt. just said)

[Gary c Tesser]

I gather you don't find this clear enough?

Chris, are you suggesting that there's room to interpret something that's "quite clear"?

I think Chris was suggesting that "Any vacancy , however occurring, in any office," is pretty clear also, resulting in an ambiguity. Not that he expects to win here, or that I do.

(Dan, you remember when we were here before? I do, vividly....)

[Gary c Tesser]

I think that Guest_Edgar crystallized the principle involved here; if it's not that, we're nowhere.

(Thus I disagree with G.Edgar's reply to Trina -- posts 15 and 16. Does no one else??)

[David A Foulkes]

I think you have to ask yourself if "the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency?" I'm leaning towards yes, and thus in support of Edgar's post #16. I'm not sure why you disagree with it, especially in light of the first half of your post.

[Guest Nancy]

Because the bylaws are not silent, they are noisy! C'mon!

2

[Trina]

I believe the proper view is that, as long as there's a vice-president, there will never be a vacancy in the office of president. The transition is instantaneous.

...

I find this line of reasoning quite unconvincing. RONR (p. 575) several times mentions 'vacancy' -- 'If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency...' (ll. 9-11); 'if another method of filling a vacancy in the presidency is desired...' (ll. 14-15). RONR obviously does treat the ascension of the VP as happening consequent to a vacancy in the presidency. Why pretend there is no vacancy, just because the transition is quick or automatic? The VP would not become President without a triggering event, and that trigger, however infinitesimally brief it is, is clearly a vacancy. This line of reasoning is also vulnerable to quirks in organizational procedure -- suppose the organization requires some sort of ceremony or swearing-in before an individual becomes President -- under the 'instantaneous transition' view of things, now there suddenly is a vacancy, at least until the VP goes through the required ceremony.

If there's anything to hang a hat on, probably it's the provision that, 'if another method of filling a vacancy in the presidency is desired, it must be prescribed and specified as applying to the office of president in particular.' (p. 575 ll. 14-17)

Is the bylaws language I suggested above (post #15) 'particular' enough? It doesn't single out the president from among the four other officers. On the other hand, the vacancy-filling provision very clearly and unambiguously includes the president. Is that enough, or isn't it?

Because the bylaws are not silent, they are noisy! C'mon!

2

That's it exactly. If bylaws are clear and unambiguous in prescribing a vacancy-filling procedure for the presidency, but without language singling out the presidency in particular, what then? Are bylaws writers obliged to add redundant language ("Yes, this includes the office of President also; we really mean it!") to augment what is already clearly stated?

[N.B. I am not claiming that the bylaws language I suggested is exactly equivalent to the bylaws language described in the original post, and I apologize if I'm muddying the waters for the original poster.]

[Dan Honemann]

[N.B. I am not claiming that the bylaws language I suggested is exactly equivalent to the bylaws language described in the original post, and I apologize if I'm muddying the waters for the original poster.]

As well you should.

[Trina]

As well you should.

Yeah... at this point I wish I had started a new thread with the question in post #15.

[David A Foulkes]

Are bylaws writers obliged to add redundant language ("Yes, this includes the office of President also; we really mean it!") to augment what is already clearly stated?

Isn't that what the text, as cited in post #10, indicates? Either there will be a "generic" vacancy-filling provision and, if desired, a president-specific provision, or at the very least, the vacancy-filling provision will indicate specifically that the procedure applies to the presidency as well as all other officers/positions.