NP Board Manager resigns; Board has corporate powers; Who is iterim/acting Manager until election is held?

[JT Ryan]

Our non-profit has a situation regarding our Chief Fire Captain, who is elected by the membership and who answers to the board. Our bylaws state "the board of directors is responsible for the management of all affairs of the corporation and all corporate powers must be exercised under the authority of the board of directors." Herein lies our issue: Our Chief Captain is responsible for day-to-day administration of the fire teams and acts in an administrative capacity for the board resigned abruptly for health issues. The board announced to the membership that in its corporate capacity they would be in charge of running the corp until the vacant CC election occurs (30 days following vacancy per bylaws.) Our question is, if our bylaws state the board is in charge, who fills in as temp/acting Chief Captain (a necessary position) until the vacancy election? Our bylaws do not address this other than the 30 days until election. Five years ago we had a similar situation with another Chief Captain resignation and the board president assumed the CC duties until the election. However, that board made it a policy and failed to amend the bylaws to include a CC's resignation. Our board believes it is the board president who assumes the temp CC role and our president is wiling to do so. Are we inline with rules if we place the president as temp CC? Our board appointed VP has expressed interest in the temp CC role but he does not qualify to run for board or CC election. Our guess is the president trumps the VP. Thank you to anyone who can advise us and has taken the time to weed through this post!

[Hieu H. Huynh]

It will ultimately be up to your organization to interpret your bylaws. If your bylaws state that "the board of directors is responsible for the management of all affairs of the corporation and all corporate powers must be exercised under the authority of the board of directors", then that is what should happen. I think to properly interpret what this means, the bylaws should be read in their entirety, which is beyond the scope of this forum. Perhaps the bylaws could be amended as you suggested.

[Gary c Tesser]

I'll be back.  But lemme say, and I admit I shouldn't be pointing fingers, it would help if every few hundred words you started a new paragraph.

 

Unless it's in the middle of a sentence in which case wait.  But I still shouldn't point fingers.

[Transpower]

If there is nothing specific about this in the bylaws, then the succession depends on how the list of officers is arranged in your bylaws.  If the chief is highest, followed by the president, which is followed by the vice president, then the president would normally be the acting chief until the election.  Remember, this is simply a temporary situation--it's only 30 days.  Normally, the board is empowered to fill officer vacancies in between elections by the assembly.  So the board could elect someone, not necessarily the president,  to be chief for the 30 days.  But I think it just makes sense for the president to assume this role, and this appears to be the custom of your group.

[Edgar Guest]

If there is nothing specific about this in the bylaws, then the succession depends on how the list of officers is arranged in your bylaws.

Really?

[Josh Martin]

Our question is, if our bylaws state the board is in charge, who fills in as temp/acting Chief Captain (a necessary position) until the vacancy election? Our bylaws do not address this other than the 30 days until election. Five years ago we had a similar situation with another Chief Captain resignation and the board president assumed the CC duties until the election. However, that board made it a policy and failed to amend the bylaws to include a CC's resignation. Our board believes it is the board president who assumes the temp CC role and our president is wiling to do so. Are we inline with rules if we place the president as temp CC?

Based on the facts provided, I'm not sure that anyone "fills in as temp/acting Chief Captain."

If there is nothing specific about this in the bylaws, then the succession depends on how the list of officers is arranged in your bylaws.  If the chief is highest, followed by the president, which is followed by the vice president, then the president would normally be the acting chief until the election.

There is no default succession in RONR except for the President and Vice President. This organization's Chief doesn't seem to be in the nature of either of these positions. There's also nothing in RONR about "acting" officers.

Normally, the board is empowered to fill officer vacancies in between elections by the assembly.

Normally, yes, but that seems not to be the case here.

[Gary c Tesser]

I would say that, based on ". Our bylaws state "the board of directors is responsible for the management of all affairs of the corporation and all corporate powers must be exercised under the authority of the board of directors." , the board should appoint a captain, which I think, based on what limited I have read, is authorized, and then back off as far as it can.

 

(Be mindful that this is mostly predicated on what the bylaws say.  And I declare from the get-go that I don't know what the bylaws say.  So what I'm offering is ignorant advice.  Mah nishtanaw.)

[Josh Martin]

I would say that, based on ". Our bylaws state "the board of directors is responsible for the management of all affairs of the corporation and all corporate powers must be exercised under the authority of the board of directors." , the board should appoint a captain, which I think, based on what limited I have read, is authorized, and then back off as far as it can.

 

(Be mindful that this is mostly predicated on what the bylaws say.  And I declare from the get-go that I don't know what the bylaws say.  So what I'm offering is ignorant advice.  Mah nishtanaw.)

Hm. Well, RONR does provide that if a board has full power and authority over the affairs of the society between meetings of the membership, then the board may fill vacancies if the bylaws are silent on the subject. In this case, the bylaws provide that the membership fills the vacancy, but it might reasonably follow that a board with such authority may appoint someone to fill the vacancy until the vacancy can be filled by the society.