strange claim of authority

[Guest malabar]

We have an unusual situation at our BOD:  We have one resignation, and are about to get a second. Under our bylaws, if there is a single resignation it can be filled by the board; if there are two or more, a special election must be called.

 

The president of our BOD has exerted a novel claim: He claims that he can move a board member from one position (Vice President), to the vacant post (treasurer) without need for the resignation of the VP.  He then claims we could appoint a person to the VP's slot, and never violate the two-vacancy rule.  He maintains that because this is not expressly prohibited by out bylaws, it's allowable.  

 

It sounds absurd to me, but what does RONR say?  What chapter covers this?

 

many thanks

[Josh Martin]

We have an unusual situation at our BOD:  We have one resignation, and are about to get a second. Under our bylaws, if there is a single resignation it can be filled by the board; if there are two or more, a special election must be called.

 

The president of our BOD has exerted a novel claim: He claims that he can move a board member from one position (Vice President), to the vacant post (treasurer) without need for the resignation of the VP.  He then claims we could appoint a person to the VP's slot, and never violate the two-vacancy rule.  He maintains that because this is not expressly prohibited by out bylaws, it's allowable.  

 

It sounds absurd to me, but what does RONR say?  What chapter covers this?

 

"All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it." (RONR, 11th ed., pg. 456)

 

So yes, it is absurd. No rule in RONR grants the President the authority he claims, and as this passage clarifies, the situation is the opposite of what the President says. He could only do these things if the bylaws specifically permitted them.

[Guest Guest]

Josh,

 

thanks for the clarification. to expand on that, could the board as a whole vote to move one member of the board to a different position, without the moving member first resigning? 

[Josh Martin]

thanks for the clarification. to expand on that, could the board as a whole vote to move one member of the board to a different position, without the moving member first resigning? 

 

Well, there's not really any procedure in RONR to simply "move" someone from one office to another. What the board could do, however, is to elect the person to the vacant office, and then have him resign from the other office, so that there is no more than one vacancy at any given time.

[Rev Ed]

Unless the By-laws state otherwise, an individual can hold two or more positions simultaneously.  As such, the person who is the Vice-President could be appointed to the vacant Treasurer's position.   Whether or not the person resigns as Vice-President is immaterial as far as RONR. 

 

Of course, the other way to handle this would be to ask the other member who wants to resign to hold off resigning until someone is found to fill the first vacancy (the Treasurer's position, I presume.)

[Timothy]

We have an unusual situation at our BOD:  We have one resignation, and are about to get a second. Under our bylaws, if there is a single resignation it can be filled by the board; if there are two or more, a special election must be called.

 

The president of our BOD has exerted a novel claim: He claims that he can move a board member from one position (Vice President), to the vacant post (treasurer) without need for the resignation of the VP.  He then claims we could appoint a person to the VP's slot, and never violate the two-vacancy rule.  He maintains that because this is not expressly prohibited by out bylaws, it's allowable.  

 

It sounds absurd to me, but what does RONR say?  What chapter covers this?

 

many thanks

 

Can it be said that because the treasurer has resigned the VP wishes to fill that position and that is why there would be a second resignation? It doesn't seem to make sense any other way. As far as RONR is concerned, the same person can be both vice president and treasurer.

 

It is up to the organization to interpret their bylaws, but this "one vacancy at a time" business doesn't make sense to me. It would be conceivable to replace every member of the board by never accepting a resignation until after any open spot is filled. So either the current VP is going to have two jobs, or his resignation from VP will trigger the two resignation rule.

[Guest malabar]

Gentlemen,

 

thanks for the clarification

 

tk