Must a sitting Director resign before running for a new position on the Board?

[DaveC]

Hi,

We have a question.

 

Our Society has staggered elections for our Directors. There are two year terms with half the elections every year.

 

One of the holders of a position that is not up this year has been nominated for a position in this year’s elections.

 

Some members think that he must resign form his current position in order to run for the new position.

The opposing view is that he would keep his current position until the outcome of the election is known, at which point if he won the new position his old one would become vacant, and if he lost he would retain his old position.

 

Is there any precedence or rules on this?

 

Thanks!
Dave

[Guest Edgar]

The opposing view is that he would keep his current position until the outcome of the election is known, at which point if he won the new position his old one would become vacant, and if he lost he would retain his old position.

 

That would (probably) be my view but I wouldn't vote for someone who wasn't wiling to serve the second year of his term just so he could return to the same position with two more years to serve. I might even try to argue that he can't run for a position he already holds (even though the timing of the terms are different). This assumes, of course, that all directors' seats are identical (apart from the timing of the terms) instead of say, each director having a different and unique responsibility.

[Gary Novosielski]

I don't think this question has come up before, and if there's a clear answer in RONR, I don't know where it is. 

 

I think I would be willing to argue as Edgar might: that one cannot be elected to a position one already holds. (Running for another office is well-covered, but not applicable, ti seems to me.)

 

If the bylaws are hazy on this point, it would certainly be in order to raise a point of order that nominating...let's call him Mr. Janus, for the office he already holds is improper as he already holds the office.  The chair will have to rule on the point, and if the decision is not to your liking you can appeal it. 

 

If this view is upheld, then Mr. J. would have to resign from his current seat in order to run, and so run the risk of finding himself out of office completely.

 

If not, then Mr. J. could presumably wait for the results of the election, but as he certainly cannot hold two identical seats, he would be forced to resign from the one he holds..  This leads to the absurdity that if he resigns (from the board) he is no longer a member. 

 

I don't see how he can request to be excused from the duties of an office he has just been elected to, and how that is any different from declining the office.

 

And if the board failed to accept his resignation, he would be stuck in the old position.

 

My head hurts.

[DaveC]

The seats are not the same.

 

He is currently the VP, and he is running for President.

 

Does that impact your interpretations?

[Guest Edgar]

Yes (though I presciently included that possibility in my initial reply).

 

But now you have to figure out how the terms of officers (e.g. president and vice-president) relate to the terms of board members.

 

Does the board elect its officers after the general membership elects the board? If so, there's no need for the vice-president to resign from the board.

 

Or does the general membership elect the officers who then become ex-officio members of the board? If so, then there's no need for him to resign from the board (or from the office of vice-president).

[Josh Martin]

The seats are not the same.

 

He is currently the VP, and he is running for President.

 

Does that impact your interpretations?

 

If this is the case, the view that "he would keep his current position until the outcome of the election is known, at which point if he won the new position his old one would become vacant, and if he lost he would retain his old position" is entirely correct, unless your bylaws provide otherwise. Strictly speaking, there's no reason he can't hold both positions unless your bylaws provide otherwise, but that would not seem to be advisable with these particular positions.

[DaveC]

THank-you Josh! There are no provisions for this in our current Bylaws (although I expect to see a motion for an ammendment before too long!)

[DaveC]

Yes (though I presciently included that possibility in my initial reply).

 

But now you have to figure out how the terms of officers (e.g. president and vice-president) relate to the terms of board members.

 

Does the board elect its officers after the general membership elects the board? If so, there's no need for the vice-president to resign from the board.

 

Or does the general membership elect the officers who then become ex-officio members of the board? If so, then there's no need for him to resign from the board (or from the office of vice-president).

 

The members elect the Board directly. Each Board position is balloted individually.

[Guest Edgar]

The members elect the Board directly. Each Board position is balloted individually.

 

So, just to be clear, the general membership elects a president and that person "automatically" (i.e. by virtue of being the president) becomes a member of the board, yes?

[Sean Hunt]

If this is the case, the view that "he would keep his current position until the outcome of the election is known, at which point if he won the new position his old one would become vacant, and if he lost he would retain his old position" is entirely correct, unless your bylaws provide otherwise. Strictly speaking, there's no reason he can't hold both positions unless your bylaws provide otherwise, but that would not seem to be advisable with these particular positions.

There is no rule against someone holding both positions... would it not require him to resign from the position of VP and for that resignation to be accepted?

[Josh Martin]

There is no rule against someone holding both positions... would it not require him to resign from the position of VP and for that resignation to be accepted?

 

Technically, yes.

[g40]

How could one person be both President AND Vice-President at the same time?

 

Just so I understand the process for this organization - members elect both the President and the Vice-president and these officers (among others) are then board members (by the nature of the election as President and Vice President. These are two year terms, but the normal elections for the President and Vice-president are on different years (President in 2014, Vice-President in 2015, for example). The current Vice President wishes to run for President - and the question is whether he/she must resign as Vice-President to run for President. Do I have this right?

[Sean Hunt]

How could one person be both President AND Vice-President at the same time?

By being elected to both the President and the Vice-President offices. It requires no special skills. It isn't against the rules, so it's allowed.