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Board resignations


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Can you tell us what the protocols are if 2 Board members resign and don't withdraw their resignations? We're assuming that there needs to be a Board meeting, but are the resigning members present at that meeting where their own resignations would have to be accepted? And until Board members are voted into open positions, how does the Board operate?

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Then whoever is authorized to accept the resignations can do so, whereupon those resigners are gone. And until the resignations are made final that way, the resigners remain members completely, with all rights unaffected -- yes, and even vote on their own resignations -- however odd or awkward that may be for a while.

And the board just operates normally, with fewer members, until the now-vacant seats can be filled, which should be as soon as possible.

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Guest Nancy MacClellan Sears

If an elected board member resigns from a 2 year term after serving only 1 year, can the other members of the board simply appoint someone to complete the term. That appointment would be until the next meeting of the board at which time, does the board appoint the individual to complete the term or does the membership have to add him to the slate of nominees for other positions up for election so that he is elected by the membership to complete the term?

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If an elected board member resigns from a 2 year term after serving only 1 year, can the other members of the board simply appoint someone to complete the term. That appointment would be until the next meeting of the board at which time, does the board appoint the individual to complete the term or does the membership have to add him to the slate of nominees for other positions up for election so that he is elected by the membership to complete the term?

The board can only do what it's been authorized to do. RONR gives it no appointing authority. And "the board" certainly can't do anything before the next board meeting since the board can only act as a board at a proper meeting of the board.

So check your bylaws to see if your board has the authority to fill vacancies. If it doesn't you'll fill them in the usual way (e.g. by election) and the replacement would serve for the remainder of the original term.

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Guest Club member 2

The 2 board members who resigned are the President and Vice-president. At the next board meeting there would be a quorum is the rest of the Board attend. If the President and V-P do not withdraw their resignations prior to the board voting to accept. I understand that if the Pres. and V-P are at that meeting, they would then leave the meeting if the Board accepts their resignations. The balance of the Board members would then appoint replacements for the vacancies. My question is who would run that Board meeting? Would it be the secretary? The by-laws only covers the V-P automatically fills the vacancy of the President.

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You would do the same thing as you would whenever the president and VP are both absent: the remaining board members elect a president pro tem, who would preside at that meeting. The secretary can preside over the brief election of the president pro tem. The president pro tem would then conduct the process of appointing a replacement president and the new president would take it from there, and conduct the election of the new VP.

All this presumes that the board has the power to fill these vacancies. If your bylaws give the board the authority to fill vacancies, then the board has the power to accept those resignations, but if not, then it can't. The general membership would have to.

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You would do the same thing as you would whenever the president and VP are both absent: the remaining board members elect a president pro tem, who would preside at that meeting. The secretary can preside over the brief election of the president pro tem. The president pro tem would then conduct the process of appointing a replacement president and the new president would take it from there, and conduct the election of the new VP.

All this presumes that the board has the power to fill these vacancies. If your bylaws give the board the authority to fill vacancies, then the board has the power to accept those resignations, but if not, then it can't. The general membership would have to.

And, for Guest_Club member's benefit, it is worth pointing out that RONR 11th ed. has new language about the authority of a board to act in such a situation:

'In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly... without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly.' (p. 467 ll. 28-35)

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If an elected board member resigns from a 2 year term after serving only 1 year, can the other members of the board simply appoint someone to complete the term. That appointment would be until the next meeting of the board at which time, does the board appoint the individual to complete the term or does the membership have to add him to the slate of nominees for other positions up for election so that he is elected by the membership to complete the term?

Since you seem to be a different person than Guest_Club member, and since you are asking a somewhat different question, it would be best to start a new topic for your new question. That way responses to your query wouldn't get mixed up with responses to the original question asked in this thread.

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Keeping with the topic of resignations . . .

It may seem like the same topic but this forum works best if you post your new question as a separate topic.

But the short answer to your question is that nothing in RONR requires a person to resign from one office before being nominated, or even elected, to another office.

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