President Resignation

[Guest Aaron]

I have a two-part question:

 

The President/Chair of the Board has resigned.  The bylaws permit that, upon resignation, the board may elect another individual into those positions, it does not state that the VP automatically becomes President/Chair.  We need to elect a new person into the role, the VP does not posses the intelligence to run the board.  Being that there is no chair, can the board select a member of the organization to act as Chair pro tem, or does it have to be an existing board member acting as Chair pro tem?

 

Also, are ex-officio directors counted as part of the required quorum?

 

Thanks!

[Gary Novosielski]

Unless your bylaws provision specifically mentions a vacancy in the office of President, that rule does not apply.  In the case of a president who leaves office, the VP automatically and instantly becomes (in your case, has already become) the president.  You now have a vacancy in the office of Vice President and according to your bylaws, the board may appoint a new VP.  But your not-so-bright new president is already in office.

 

You can try to convince him to resign from the presidency, in which case you'll have two vacancies to fill.  

 

You can also remove him from office against his will, but how difficult that process will be depends on your bylaws.

 

 

Ex-officio members of any body are considered full members, and count toward a quorum, and toward a quorum requirement (if stated as a fraction of members).  The exception to this is when the president is made an ex-officio member of all (or most) committees by a provision in the bylaws.  In that case, the president does not count when determining a quorum.

[Guest Aaron]

Thanks for your reply.

 

I was afraid of that.  There were a lot of heads shaking when the VP was selected.  But, does this mean the VP automatically becomes Chair also or do we get to vote a new Chair?

 

 

[Guest Aaron]

This is what our bylaws read:

 

Vacancies.  If the office of President, Vice-President, Secretary, or Treasurer, shall be or become vacant by reason of death, disqualification, resignation,  or otherwise, the Directors may elect or appoint an Officer to fill such vacancy.

 

Does this not entitle us to vote in a new President?

[Richard Brown]

This is what our bylaws read:

 

Vacancies.  If the office of President, Vice-President, Secretary, or Treasurer, shall be or become vacant by reason of death, disqualification, resignation,  or otherwise, the Directors may elect or appoint an Officer to fill such vacancy.

 

Does this not entitle us to vote in a new President?

 

Yes, it does, because your bylaws specifically state that a vacancy in the office of the president may be filled by the Directors.  That provision supersedes the provisions in RONR about the vice president automatically becoming president in the event the president resigns or leaves office.

[Edgar Guest]

Does this not entitle us to vote in a new President?

 

I suppose so (since bylaws supersede RONR). You might want to change "may" to "shall" and eliminate "President" from that list.

 

As to the chair (of the board?) if there's a vice-chair he'd become chair (unless your bylaws say otherwise). If the two offices (president and chair) are distinct (i.e. they could be held by two different persons), they should be treated separately.

[Richard Brown]

I suppose so (since bylaws supersede RONR). You might want to change "may" to "shall" and eliminate "President" from that list.

Well, eliminating the president from the list depends on whether this organization wants the vice president to automatically become president, does it not?  It seems that in this case, at least, the organization does not want the VP to become president.  That's a judgment call for the society to make.

[Guest Aaron]

Whew! Thank you for your replies, dodged a bullet on that one....this VP is seriously unqualified for the role...will be addressing that next.

 

Back to my original question:

 

Being that there is no chair, can the board select a member of the organization to act as Chair pro tem, or does it have to be an existing board member acting as Chair pro tem?

[Richard Brown]

Off the top of my head, and without reading your bylaws which might have something to say about the duties of the vice president, I imagine the vice president should preside.  Do your bylaws say anything about the vice president presiding or acting in the absence of the president?  If so, I think that covers it.  The president is definitely absent.  The VP doesn't become president, per your bylaws, but I bet he acts as president and presides at meetings in the absence of the president.  RONR provides likewise on page 452.

[Guest Aaron]

Off the top of my head, and without reading your bylaws which might have something to say about the duties of the vice president, I imagine the vice president should preside.  Do your bylaws say anything about the vice president presiding or acting in the absence of the president?  If so, I think that covers it.  The president is definitely absent.  The VP doesn't become president, per your bylaws, but I bet he acts as president and presides at meetings in the absence of the president.  RONR provides likewise on page 452.

 

Yes, they do say:  Vice-Presidents in order of seniority, shall be vested with all the powers and shall perform all of the duties of the President in the absence or inability or refusal of the President to act. 

 

The VP is vacationing and is unable to attend, notice has been sent to all board members and responses received.  It's not an issue to appoint an existing board member Chair pro tem, but prefer to have a selected member do it, member is past President/Chair and no longer on board.

[Edgar Guest]

Well, eliminating the president from the list depends on whether this organization wants the vice president to automatically become president, does it not?  It seems that in this case, at least, the organization does not want the VP to become president.  That's a judgment call for the society to make.

 

Well, RONR has made the judgment call that the office of president is too important to ever leave vacant. That some (most?) of the members may not want this particular vice-president to become president doesn't alter the fact that a vacancy in the office of president should be avoided. I would also question whether the inclusion of the president in that list was as intentional as you seem to believe.

 

But, certainly, you can always say that's it up to the society. All we can do here is say what RONR suggests.

 

Edited to add: I see Guest_Aaron is feeding us bits of bylaws one scrap at a time. I'm outta here.

[Guest Aaron]

Edited to add: I see Guest_Aaron is feeding us bits of bylaws one scrap at a time. I'm outta here.

 

I have no interest in what you are saying.  Richard is offering intelligent responses, I responded to him.  He asked a question, I answered it!  Don't be so rude to people.

[Richard Brown]

If there is no vice president present and available to serve as president pro tem at a meeting, the assembly (either the board or the general membership, depending on who is meeting) elects a president pro-tem to serve as presiding officer for that meeting.  RONR provides that in such a case, the Secretary should call the meeting order and the first order of business will be to elect a president pro tem.

 

Here are the provisions on page 453 of RONR re electing a chairman pro-tem in the absence of the president and vice president(s):

"An elected chairman pro tem. If neither the president nor any vice-president is present, the secretary—or in the secretary's absence some other member—should call the meeting to order, and the assembly should immediately elect a chairman pro tem to preside during that session. Such office is terminated by the entrance of the president or a vice-president, or by the adoption of a motion to "declare the chair vacant and proceed to elect a new chairman" (see pp. 651–52). If the assembly is to elect a chairman pro tem to hold office beyond the current session (in the event that the president and the vice-presidents are unable to perform their duties for that length of time), notice must be given at the preceding meeting or in the call of the meeting at which such election is held."

[Guest Aaron]

Richard, Thank you very much for your responses, you have been very helpful!  Have a great day!

 

 

[Josh Martin]

Yes, they do say:  Vice-Presidents in order of seniority, shall be vested with all the powers and shall perform all of the duties of the President in the absence or inability or refusal of the President to act. 

 

The VP is vacationing and is unable to attend, notice has been sent to all board members and responses received.  It's not an issue to appoint an existing board member Chair pro tem, but prefer to have a selected member do it, member is past President/Chair and no longer on board.

 

The Chairman Pro Tempore does not need to be a member of the board.