resigning board member's voting rights

[Guest david]

can a resigning board member vote on his or her successor prior to leaving the board?

[Guest Edgar]

can a resigning board member vote on his or her successor prior to leaving the board?

Yes, he's as much a member as any other member until his resignation takes effect. In other words, he either is a member or he isn't. "Resigning" isn't a continuing status. The same would be true for "incoming" (not yet a member) or "outgoing" (still a member) members.

[Guest TJKR]

If you're concerned about allowing the "resigning member" vote, then accept the resignation before conducting any further business.

[g40]

I seem to recall a previous discussion and difference of opinion on this issue. Some (like me) believe that a vacancy can not be filled until it exists. Since a vacancy does not exist until the resignation is effective, the resigning member may not vote.

Others have stated the view that an upcoming vacancy can be filled, if so provided in the bylaws.

[Guest Edgar]

Since a vacancy does not exist until the resignation is effective, the resigning member may not vote.

Huh?

In any case, on Tuesday thousands of Americans voted to fill a vacancy that wouldn't exist until January.

[g40]

Huh?

In any case, on Tuesday thousands of Americans voted to fill a vacancy that wouldn't exist until January.

That is because our US Constitution so provides. What we are talking about here is the filling of a vacancy due to a resignation during the term of office. The way that I interpret "fill a vacancy" is that the "vacancy" must actually exist before it can be filled. Others seem to interpret that differently.

[Guest Edgar]

What we are talking about here is the filling of a vacancy due to a resignation during the term of office.

Fair enough. But please explain this:

Since a vacancy does not exist until the resignation is effective, the resigning member may not vote.

[g40]

Fair enough. But please explain this:

OK. Let me give an example of my opinion.

Let's say an organization has a seven person board, with all positoons filled. That organization's bylaws provide for the board filling vacancies to complete the unexpired term of the vacant position. "John" is one of the seven board members. Suppose that John plans to resign from the board. It is my opinion that while John is actually on the board, a motion to fill an upcoming vacancy is not in order (there is no vacancy). Now John resigns and the resignation is accepted.

Now, a motion to fill the vacancy is in order because there is a vacancy. John, though, can't vote because he is no longer a member.

In past discussions here, there were other opinions - namely that a motion to fill an upcoming or anticipated vacancy was in order even before the vacancy actually existed.

[Rev Ed]

can a resigning board member vote on his or her successor prior to leaving the board?

It depends on when the resignation is to take place. If the member resigns, effective immediately upon acceptance, then no as the person would no longer be a Board member when the vote for his/her successor takes place.

[Guest Edgar]

OK. Let me give an example of my opinion.

I think I've got it now.

John can't vote before his resignation takes effect because there's no vacancy to fill. But of course that's true of all the other members as well.

And, clearly, John can't vote after his resignation takes effect because, then, he's no longer a member.

But consider this scenario: A board meets quarterly with no provision for special meetings. The board is empowered to fill mid-term vacancies in all offices. At the Spring meeting John's resignation, effective one week later, is accepted. Is it your contention that the board must wait nearly three months before filling the vacancy? It seems to me that the board could (and should) pro-actively fill the vacancy that they know will occur one week later.

[g40]

I think I've got it now.

John can't vote before his resignation takes effect because there's no vacancy to fill. But of course that's true of all the other members as well.

And, clearly, John can't vote after his resignation takes effect because, then, he's no longer a member.

But consider this scenario: A board meets quarterly with no provision for special meetings. The board is empowered to fill mid-term vacancies in all offices. At the Spring meeting John's resignation, effective one week later, is accepted. Is it your contention that the board must wait nearly three months before filling the vacancy? It seems to me that the board could (and should) pro-actively fill the vacancy that they know will occur one week later.

Yes. At the Spring meeting, there is no vacancy -- just an anticipated one. In my interpretation, the board fills a vacancy - not one that will or might happen in the future. If the organization want to allow the scenario you present, then that should be specified in the bylaws.

[Gary Novosielski]

In any case, on Tuesday thousands of Americans voted to fill a vacancy that wouldn't exist until January.

Nice try, but:

As used in this context, "vacancy" refers to an unexpired term without an office-holder in it. That's not the case when a term of office expires, and the rules for vacancy-filling do not apply to such a situation.

(And I think the turnout was higher than "thousands".)

I had raised a question in the past by suggesting that someone could resign "effective upon the naming of my successor". It seems to me that the body could then accept the resignation first--creating a future vacancy--and then move to name the person to fill it, which would actually create the vacancy, and fill it simultaneously.

The person resigning would then have a voice in the naming of his successor.

I don't recall the consensus on whether that's a valid way to proceed.

[Guest Edgar]

And I think the turnout was higher than "thousands".

About 120,000 thousands.