Entire board has resigned

[Jackie Merritt]

I am the Lifestyle Director for an active adult Del Webb community. We have Chartered Clubs with by-laws, a board, etc for each club. Unfortunately one of the clubs had all their board members positions expire at the same time which is part of this problem. The real issue though is that the newly elected board of 7 have resigned. This leaves the (immediate) past president which is listed in their bylaws as a board member position, as the only remaining board member.  I feel that he is now the acting president and should appoint the interim board until the next election in November for the following year. Any thoughts on this? Also can this past president when appointing a new board, appoint a president and go back to his role as past president for the remainder of the year?

Help please !

Thank you in advance,
Jackie Merritt
jackie.merritt@schhca.com

Director of Lifestyle Services
Sun City Hilton Head

[Hieu H. Huynh]

Couldn't the membership meet to fill the vacancies?

[jstackpo]

First step is to check the bylaws and see what they say about filling vacancies.

Not to be unkind (or impudent) but your "feelings" don't count!  Tell us what the bylaws say and we can take it from there.

[Guest Who's Coming to Dinner]

There is no office of "Acting President' unless the bylaws define one. The President (acting or otherwise) doesn't appoint board members unless the bylaws say so. It seems likely that the club will have to meet and decide what to do.

[Kim Goldsworthy]

21 hours ago, Jackie Merritt said:

We have Chartered Clubs with by-laws, a board, etc for each club.

If you have bylaws, then I assume that your bylaws have a VACANCY provision in those bylaws.

Q. What is the bylaws' vacancy-filling rule?

[Jackie Merritt]

Bylaws:

Vacancies of Officers:
Interim appointments shall be made by the President or Executive Board in the absence of a President to fill unexpired terms of office if and when an office becomes vacant.

Officers:
The Executive Board is the governing body of the club. it shall consist of (at a minimum) President, VP, Secretary, Treasurer, Membership Director, Past President, Communications Director, Member at large. Any one member may not hold more than one position on the Executive Board. No two members of the same household may serve on the Executive Board.

so my question is who appoints this new board?

thanks so much everyone!!

[Hieu H. Huynh]

33 minutes ago, Jackie Merritt said:

so my question is who appoints this new board?

It appears your bylaws give the executive board the power of appointment. How is a quorum defined for your board?

[Guest Who's Coming to Dinner]

The OP told us the entire board has resigned. So there is no authority in existence who can fill the vacancies. The community needs to call a special meeting to determine what to do. Perhaps the bylaws can be amended to allow the Immediate Past President to make the appointments.

[Guest Who's Coming to Dinner]

2 minutes ago, Guest Who's Coming to Dinner said:

The OP told us the entire board has resigned. So there is no authority in existence who can fill the vacancies. The community needs to call a special meeting to determine what to do. Perhaps the bylaws can be amended to allow the Immediate Past President to make the appointments.

Oops. Just re-read and saw that the IMM is a board member. So yes, if that's a quorum then (s)he can act alone to fill the vacancies.

[Rev Ed]

It all depends on how quorum is determined.  If quorum is based on filled positions, the Immediate Past President, as the sole Board member, could hold his/her own meeting to appoint members to fill the vacancies. 

But if quorum is based on the number of Board members (i.e. 7 or 8 in this case) then the Immediate Past President cannot fill the vacancies on his.her own.

Of course, the question of who actually approved the resignations needs to be asked.  Until the resignations are accepted then no one has actually left their office.  Therefore, they should find 7 new people to fill those positions, and then move a motion to "Accept the resignations of ____, ____, ____, _____, ____, ____, and ___, and to appoint A, B, C, D, E, F, and G to fill those positions."

[Richard Brown]

4 hours ago, Guest Who's Coming to Dinner said:

Oops. Just re-read and saw that the IMM is a board member. So yes, if that's a quorum then (s)he can act alone to fill the vacancies.

The "IMM"??  Who/what is that?  The "M" and the"P" are pretty far apart on my keyboard. 

[Josh Martin]

16 hours ago, Rev Ed said:

Of course, the question of who actually approved the resignations needs to be asked.  Until the resignations are accepted then no one has actually left their office.  Therefore, they should find 7 new people to fill those positions, and then move a motion to "Accept the resignations of ____, ____, ____, _____, ____, ____, and ___, and to appoint A, B, C, D, E, F, and G to fill those positions."

I concur. It seems unlikely that the board members accepted their own resignations on the way out. As a result, they are still technically board members, so the IPP alone almost certainly does not constitute a quorum. The society's membership will need to resolve this matter.