Resignation of current Board President,Relacement of

[Guest Francis McLaughlin]

The President of our board is resigning in April at the monthly meeting. He was duly elected by the board and his term runs from december 2012 thru december 2013. Some members feel that the vice president would become the president and a new vice president would be elected. The by laws state, in part, that the duties of the vice president include that in the absence of the president,disability or failure of the president to act the vice president would exercise and perform the duties of the president. In article IX of the by laws it states that a vacancy in any office including a vacancy in the Board of Directors, shall be filled by the Board of Directors for the unexpired term. It should be noted that the by laws state that after the election of the Board of Directors at the duly convened annual meeting in december of each year the Board will convene to elect the president and vice president of the board, this was done. I contend that the vice president assumes duties of president as stated in the by laws if the conditions for the abence exist in compliance with by laws if the president intends to return to the office at some point and resumes his duties during his authorized term. If he resignes and vacates the office the vice president would assume the chair and call for an election under article IX for election of President from the board members to fill the unexpired term any help in this matter is greatly appreciated

[George Mervosh]

The VP automatically assumes the office of President once the current President's resignation is accepted and effective. Your group can fill the vacancy in the VP slot in accordance with your bylaws. RONR (11th ed.), p. 458, ll. 8-13

[Gary Novosielski]

The duties of the VP in the absence of the president in your bylaws are not pertinent The president is not just absent, he will have resigned. As soon as his resignation is accepted, the VP becomes president for the remainder of the term, and the vacancy occurs in the office of VP.

The only exception to this rule is if your bylaws contain specific language about filling a vacancy in the office of president in particular. Merely saying that the board can fill "all" vacancies is not sufficient to supersede the succession requirement in RONR.