Looking for useful references - person who resigned now possibly wants position back

[sMargaret]

Chairperson of association sent email to board in July, stating that he was resigning. Rest of board met in July, accepted resignation, and motioned that this would be made public at September general meeting (next scheduled general meeting). Chair was invited to that meeting but didn't attend. Board is authorized by bylaws to carry on business between general meetings.

At September meeting, board announced resignation had been accepted, and that according to bylaws and RONR, vice chair was now chair. General membership passed motion to thank departing chair and purchase gift.

At October meeting, gift was given to previous chair.

Previous chair has now emailed board to say that he's been informed (by an "excellent source", unspecified) that the resignation needed to have been accepted by the general membership, not the board; that he wants a motion to accept the resignation on the November meeting agenda; and he also signed himself as the Chairperson on the email. He also questions the vice chair moving to the chair position without a motion to that effect.

As the new chair, while I am tempted to rule this a dilatory motion, I can't see that helping matters. What would be a good way to handle this? Place a point of order on the agenda? Just let it come up, if it comes up, and then have the assembly vote on the matter? Would this be a continuing breach of order, if the executive had actually accepted the resignation improperly? Given that September general meeting actually had general membership make a motion that started "To purchase a gift for the departing chair...", didn't that contain the assumption that the chair was, in fact, departing?

I don't have much concern about having the votes; my concern is handling this in a dignified manner, and not scaring off some anticipated new members.

[Trina]

See RONR (11th ed.) p. 467 ll. 28-35. If I recall correctly, this is a change from the previous edition.

Has the vacancy in the office of vice chair been filled?

[g40]

Chairperson of association sent email to board in July, stating that he was resigning. Rest of board met in July, accepted resignation, and motioned that this would be made public at September general meeting (next scheduled general meeting). Chair was invited to that meeting but didn't attend. Board is authorized by bylaws to carry on business between general meetings.

At September meeting, board announced resignation had been accepted, and that according to bylaws and RONR, vice chair was now chair. General membership passed motion to thank departing chair and purchase gift.

At October meeting, gift was given to previous chair.

Previous chair has now emailed board to say that he's been informed (by an "excellent source", unspecified) that the resignation needed to have been accepted by the general membership, not the board; that he wants a motion to accept the resignation on the November meeting agenda; and he also signed himself as the Chairperson on the email. He also questions the vice chair moving to the chair position without a motion to that effect.

As the new chair, while I am tempted to rule this a dilatory motion, I can't see that helping matters. What would be a good way to handle this? Place a point of order on the agenda? Just let it come up, if it comes up, and then have the assembly vote on the matter? Would this be a continuing breach of order, if the executive had actually accepted the resignation improperly? Given that September general meeting actually had general membership make a motion that started "To purchase a gift for the departing chair...", didn't that contain the assumption that the chair was, in fact, departing?

I don't have much concern about having the votes; my concern is handling this in a dignified manner, and not scaring off some anticipated new members.

How is the Chair selected/elected? By the Board or by the general membership?

[g40]

Has he returned the gift?

[sMargaret]

See RONR (11th ed.) p. 467 ll. 28-35. If I recall correctly, this is a change from the previous edition.

Has the vacancy in the office of vice chair been filled?

Trina, I've been ill recently, so perhaps that explains why I'm not sure how page 467 applies.

Yes, the vacancy in the office of vice chair was filled in October.

G40, the general membership elects each position on the board. In the case of a Board vacancy, the Board may appoint a replacement, or may hold an election.

And no, he hasn't returned the gift. I'm unclear if he is doing this to rescind his resignation, or if he's doing this because he believes that things were done incorrectly and that this is what is required to correct things.

[Rev Ed]

Also, unless the By-laws specifically allow for motions by e-mail then there is no motion to rule out of order at the moment. If the ex-Chairman shows up at the next general meeting and tries to cause a problem, you (as the new Chairman) can rule him out of order.

By the way, is he a general member? If so, then he has the right to attend the next general meeting. If not, then you can bar him from the meeting.

[Chris Harrison]

Trina, I've been ill recently, so perhaps that explains why I'm not sure how page 467 applies.

In the 10th Edition the default position of RONR was that the General Membership is the proper body to accept resignations and fill vacancies unless the bylaws specifies another body/person. In the 11th Edition that has changed to the Board being the proper body assuming that they run the organization's affairs between Membership meetings and the bylaws don't specify that the General Membership (or some other body/person) has the authority to accept resignations and fill vacancies. So who do the bylaws specify has the authority to accept resignations and fill vacancies and does the Board run the show between Membership meetings?

[Guest Edgar]

. . . does the Board run the show between Membership meetings?

Board is authorized by bylaws to carry on business between general meetings.

[sMargaret]

Trina, I've been ill recently, so perhaps that explains why I'm not sure how page 467 applies.

I'm definitely not better yet - page 467 in the 11th edition is MUCH more applicable than page 467 in the 10th edition. (blushes)

At the moment, what the old chair is asking for is for this motion to be placed on the agenda at Monday's meeting. I don't see why we would wish to do that, so I would then assume he'd ask for this to be added to the agenda during the adoption of the agenda.

Any suggestions for what to do at at that point? Suggest that what he's asking for is actually a point of order, and then deny the point of order, followed by a suggestion that he appeal the decision of the chair?

Of course, he may just show up at the meeting and try to run it, and state that he is the chair. Not sure what to do at that point.

[Guest Nancy N.]

P. 649, lines 13 - 15.

Best wishes for your recovery.

1.

[Chris Harrison]

I think if his argument is that the resignation was improperly accepted then he would need to raise a Point of Order on the subject. Then assuming that the bylaws say the Board runs the show between Membership meetings (which you say they do) and they are silent regarding who is authorized to accept resignations and fill vacancies you should rule the Point Not Well Taken giving your reasons.

While it is important to give a reason in your ruling in any case I think it is especially important in this particular case because the change in the default rule on who is authorized to accept resignations and fill vacancies between the 10th and 11th Editions was a very significant change that I suspect few organizations (and presiding officers) are aware of. It is entirely possible that this "excellent source" he was referring to was going by what the 10th Edition said and before September of last year the source probably would have been right but now the 11th is in force the source is probably wrong. If the former Chair is going by what the 10th Edition said you citing p. 467 from the 11th (noting that the Authorship Team snuck one by us all ) will hopefully explain things to his satisfaction and he will go quietly into the night. Or maybe not in which case see pp. 645-648 and p. 649 ll. 13-15.

[Dan Honemann]

In the 10th Edition the default position of RONR was that the General Membership is the proper body to accept resignations and fill vacancies unless the bylaws specifies another body/person. In the 11th Edition that has changed to the Board being the proper body assuming that they run the organization's affairs between Membership meetings and the bylaws don't specify that the General Membership (or some other body/person) has the authority to accept resignations and fill vacancies. So who do the bylaws specify has the authority to accept resignations and fill vacancies and does the Board run the show between Membership meetings?

Even if we assume that there has been a sunstantial change made in the 11th edition in this regard (I'm not sure that this is the case), I think this sentence would be more accurate if it were amended as follows:

"In the 11th Edition that has changed to the Board being the a proper body assuming that they run the organization's affairs between Membership meetings and the bylaws don't specify that the General Membership (or some other body/person) has the exclusive authority to accept resignations and fill vacancies."

[sMargaret]

Just a note after the meeting - the former chair did bring this up during the adoption of the agenda, and it was voted to be added to the agenda. By the time we got to this item, he did accept that it was a point of order rather than just a motion to approve his resignation. The "excellent source" he distributed at the meeting to support his argument was an email sent by me last year, about a different matter, for our old set of bylaws, and when RONR 10 edition was in force.

I did allow some questions to him on the matter, and then ruled on the point of order, giving 3 reasons for not accepting it (it's in order, quoting page 467, it's not timely, and it's dilatory as it would result in no actual change), and stating that he could then appeal the decision of the chair and have the membership vote on the matter. He declined to do so at first and wanted to discuss it further, when told that would not be appropriate, he appealed the decision of the chair. There was no seconder.

If we generously take the matter at face value, he is concerned about the ability of the executive board to make decisions that should be made by the general membership. I think I will suggest some additional bylaws changes that specify in more detail what the power of the executive board is, for additional clarity, and also add ways for the executive board to remove executive members (at the moment, only the general membership may do so).