Resignation Procedures

[Juan]

An officer wrote a letter of resignation mid term.  Our bylaws specifically state "if there should be a vacancy in any office other than President the Board of Trustees shall appoint an active member to assume the office until the next election."

Q1.  Does the resignation letter need to be read to the assembly at the next business meeting?

Q1.2 Does the membership have to vote to accept the resignation?

Q2.  Can the Board of Trustees decide to hold a special election to fill the vacancy instead of appointing a new officer or must they follow the bylaws and just make the appointment.  Which one should be followed?

Q3 If the letter has to be read should it be done before the vote / appointment of the new officer?

[Hieu H. Huynh]

Generally, the body which fills the vacancy is also the body that accepts the resignation. Do your bylaws say otherwise?

[DrEntropy]

The resignation is basically a "Request to be excused from duty" and like any other request, is not effective until granted.  There should be a motion (or a motion can be assumed) and a vote to accept the resignation.    Until that happens, there is no vacancy.  I am not sure which body should act on this as I don't know how your society is organized.  Generally it is the assembly of the members that would vote, since usually they are the ones that elected the officer. 

[jstackpo]

Assuming the quoted bylaw says all that matters about filling vacancies, here's answers:

Q1:  No, but to the Board at the next Board meeting.  But see Q3's answer.

Q1.2:  No.

Q2:  Do what the bylaws say.  The Board has the responsibility to do the appointing.

Q3:  Yes, unless there are outrageous statement in the letter.  You get to judge that.  A simple statement that the person has submitted his/her resignation will be enough to make acceptance of the resignation proper and then you can set out to fill the position.

 

 

[DrEntropy]

5 minutes ago, Hieu H. Huynh said:

Generally, the body which fills the vacancy is also the body that accepts the resignation. Do your bylaws say otherwise?

Is there a citation for this? I can't find a clear citation of what to do when the body that elects is different than the body that can fill the vacancy.

[Hieu H. Huynh]

Just now, DrEntropy said:

6 minutes ago, Hieu H. Huynh said:

Generally, the body which fills the vacancy is also the body that accepts the resignation. Do your bylaws say otherwise?

Is there a citation for this? I can't find a clear citation of what to do when the body that elects is different than the body that can fill the vacancy.

See RONR 11th ed., p. 467, ll. 25-28.

[DrEntropy]

1 minute ago, Hieu H. Huynh said:

See RONR 11th ed., p. 467, ll. 25-28.

Ah very good, thank  you!

[Juan]

The body that elects is the general membership the body that appoints would be the board of Trustees.  Thanks for the help.

1 more question.

The president of the organization just sent out a blast email to all of the members (some members do not have email) at 10:30 AM notifying them of the special election to replace the treasurer.  The email states that there will be a special meeting and vote which will take place 1 hour before the general business meeting which will be held today in 8 hours from the email sent time.  Is this proper notice? and can this be done??

I think the entire meeting and vote is not acceptable because the board can appoint the officer, the notification of special meeting and vote is not proper.  The president however states he would rather be more cautious and friendly to the membership and requesting a vote to fill the position from the membership instead of the board.  It would be seen as the proper (better) course of action.  Also there is no nominations from the membership unless they hold them tonight minutes before the vote.  This whole thing seems wrong on so many levels which is nothing unusual for this Board.

[Hieu H. Huynh]

Did the board members receive proper notice?

[jstackpo]

22 minutes ago, Juan said:

I think the entire meeting and vote is not acceptable because the board can appoint the officer, the notification of special meeting and vote is not proper.  The president however states he would rather be more cautious and friendly to the membership and requesting a vote to fill the position from the membership instead of the board.  It would be seen as the proper (better) course of action.  Also there is no nominations from the membership unless they hold them tonight minutes before the vote.  This whole thing seems wrong on so many levels which is nothing unusual for this Board.

A way to make this process semi-proper is for the Board to consider the assembly's choice (which the president evidently wants to see) as a recommendation to the Board of who the Board should actually appoint.   But it should be made clear that the Board is not obligated to appoint the assembly's choice.

[Juan]

The board received a resignation letter which was read to board members at the last board meeting. There was not a vote to accept the resignation at the board meeting just an acknowledgement that it was received.  A response letter was sent to the officer resigning stating the letter will be discussed at the next board meeting next month.  If it is never accepted by the board (a vote to accept) how can they appoint a replacement or even have a vote tonight?

[Richard Brown]

Juan:  It's important to keep straight here the different  roles of the Board and the membership.

Which group was the blast email sent to?  The board or the general membership?

What do your bylaws say about the notice required for a special meeting?   Several hours notice is very short for a board meeting and almost unheard of for a meeting of the membership.  I bet your bylaws require more notice than that for both board meetings and membership meetings.  If your bylaws are silent, then your society itself must decide what is reasonable notice. My own opinion is that it is not sufficient notice for either a board meeting or a general membership meeting, but my opinion doesn't  count.  I believe the notice is also too short for holding an election, even if it is held during the "regular" meeting which I assume is scheduled to take place right after the "special" meeting.

It seems to me, based on what you have posted, that the board is charged with filling the vacancy until the next election.  I question whether the membership has that authority. 

It also strikes me as being necessary to interpret the bylaw provision that says the interim appointee is to serve "until the next election".  Does that mean "the next regular election, or does it also anticipate the "next election" being a special election?   Your society must interpret what it means.  It is non-standard language so you must determine what it means.

I see lots of issues here, not the least of which is the business of actually accepting the resignation... and which body should accept it.  My own thoughts are that since the board  selects the replacement (fills the vacancy, at least temporarily), the board would be the proper body.  Others may disagree.

Edited to add:  What do your bylaws say about giving notice of special meetings and other types of notice?  Do they provide that email notification is sufficient?  Per RONR, email notification is NOT sufficient unless authorized in the bylaws or a special rule.

Edited December 15, 2015 at 05:15 PM by Richard Brown
Added caveat about email notices

[Juan]

The special meeting request was sent to the membership Not the board.

The general membership voted in the officer for a 1 year term. Subsequent re-election is allowed indefinitely each year.

There is nothing in the bylaws about special meetings or acceptance of resignations.  When not specified in the bylaws We would revert to Robert's rules.

So the question becomes: Robert's Rules requires a vote to accept a request to be excused from duty.  Who then needs to vote on the acceptance, General Membership or Board of Trustees. 

Once it is accepted, it seems clear to me that the board would appoint a new officer who would take on the responsibilities of that office until the next General Election which would be in June where nominations are made for 3 weeks followed by an election.

It also seems to me that the board would need to have a special meeting to replace the officer because it is a critical position and needs to be filled right away and not wait another month.

On a side note what is the time frame for notifications for a special meeting both for Board meetings and General Meetings when not specified in the Bylaws.  Is this addressed in Roberts Rules?

[Richard Brown]

3 minutes ago, Juan said:

There is nothing in the bylaws about special meetings or acceptance of resignations.  When not specified in the bylaws We would revert to Robert's rules.

. . . .

It also seems to me that the board would need to have a special meeting to replace the officer because it is a critical position and needs to be filled right away and not wait another month.

If there is no provision in your bylaws for special meetings (of either the general membership or the board), then special meetings are not authorized and cannot be held.  Any action purportedly taken at a special meeting... any special meeting... would be void.

This is what RONR says about special meetings on page 92:

"Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661)."

[Josh Martin]

2 hours ago, Juan said:

The board received a resignation letter which was read to board members at the last board meeting. There was not a vote to accept the resignation at the board meeting just an acknowledgement that it was received.  A response letter was sent to the officer resigning stating the letter will be discussed at the next board meeting next month.  If it is never accepted by the board (a vote to accept) how can they appoint a replacement or even have a vote tonight?

If the board has sent out an e-mail regarding a special election in order to get the membership's input on the vacancy, it seems fairly clear to me that the board has accepted the resignation, even if it failed to formally vote on the matter.

2 hours ago, Juan said:

There is nothing in the bylaws about special meetings or acceptance of resignations.

Nothing about special meeting at all? If so, they cannot be held.

2 hours ago, Juan said:

It also seems to me that the board would need to have a special meeting to replace the officer because it is a critical position and needs to be filled right away and not wait another month.

If there is nothing about special meetings in your bylaws, the vacancy cannot be filled until the next regular board meeting. It also no longer seems practical to seek the membership's input on the matter (at least not at a formal meeting), since the membership's next regular meeting appears to not be until the term is over anyway.

2 hours ago, Richard Brown said:

It seems to me, based on what you have posted, that the board is charged with filling the vacancy until the next election.  I question whether the membership has that authority. 

I fully agree with this, but (if the timeline wasn't an issue), I would see no problem with the board seeking the membership's recommendation.

[Kim Goldsworthy]

4 hours ago, Juan said:

 

The president of the organization just sent out a blast email

to all of the members (some members do not have email) [...] notifying them of the special election to replace the treasurer.  

The email states that there will be a special meeting and vote which will take place 1 hour before the general business meeting which will be held today

in 8 hours from the email sent time.  

Is this proper notice?

 

No, it is not proper notice.

When "previous notice" is a requirement for a meeting or for a motion, there are only two ways of giving notice:

1.) orally, by announcement in the immediately previous meeting.

2. in writing, to be included in the mailed call-to-meeting.

Email is not a proper way to give notice, under the default rules of Robert's Rules of Order.

 

[Guest Confusio]

57 minutes ago, Josh Martin said:

If the board has sent out an e-mail regarding a special election in order to get the membership's input on the vacancy, it seems fairly clear to me that the board has accepted the resignation, even if it failed to formally vote on the matter.

 

As long as it is certain (way too much back and forth for me to tell) that the Board is empowered/authorized to accept resignations? 

Because that seems to me at least to be still outstanding?

[Guest Confusio]

12 minutes ago, Guest Confusio said:

As long as it is certain (way too much back and forth for me to tell) that the Board is empowered/authorized to accept resignations? 

Because that seems to me at least to be still outstanding?

JM, please ignore me, I missed HHH's learned answer above, sorry.

[Gary Novosielski]

2 hours ago, potzbie said:

No, it is not proper notice.

When "previous notice" is a requirement for a meeting or for a motion, there are only two ways of giving notice:

1.) orally, by announcement in the immediately previous meeting.

2. in writing, to be included in the mailed call-to-meeting.

Email is not a proper way to give notice, under the default rules of Robert's Rules of Order.

 

E-mail is written notice.  But RONR says it is acceptable only for members who have agreed to e-mail notice.

It would not be acceptable if the bylaws specified postal mail.

[Guest David Trykowski]

So I resigned as Treasurer at a Sportsmen's club. I was treated very poorly at a board meeting.  4 members were out of order, and violated Roberts Rules for member conduct etc. etc.

Now their trying to pull, well if we don't accept your resignation you can't leave.  Disrespect and abusive treatment go above and beyond any Robert's Rule in my mind.  Thoughts?

 

[George Mervosh]

See this from Mr. Gerber and start a new topic, please.  https://robertsrules.forumflash.com/topic/25416-important-read-this-first-faq-and-information-for-new-members-and-guests/

 

[Guest RRNEWBE]

Situation:

1. There are no bylaws about resignation
2.  Member resigns after meeting ends  Verbally to the President and Vice President
   1. Member does not want dues returned
3.  Both President and Vice President accept  resignation and return dues.
4. Member cashes check for returned dues.

Is there a problem with this? I think the member did not want the refund because he was going to recind resignation

 

[Richard Brown]

5 minutes ago, Guest RRNEWBE said:

Situation:

1. There are no bylaws about resignation
2.  Member resigns after meeting ends  Verbally to the President and Vice President
   1. Member does not want dues returned
3.  Both President and Vice President accept  resignation and return dues.
4. Member cashes check for returned dues.

Is there a problem with this? I think the member did not want the refund because he was going to recind resignation

 

As Mr. Mervosh advised guest David Trykowski in the post immediately above yours, please post your question as a new topic.