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RESIGNATION OF BOARD MEMBER


Guest Lawrence Boze
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Can a Past-President of a organization who is no longer on the Board of this organization as a  Past President after 5 years as allowed by the by-laws of the organization, be placed back on the Board by appointment of the current President of the organization or by vote of the Board to take the place of another Past President who resigned from the Board two years ago who would have otherwise been on the Board until 2018 as a Past President

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35 minutes ago, Guest Lawrence Boze said:

Can a Past-President of a organization who is no longer on the Board of this organization as a  Past President after 5 years as allowed by the by-laws of the organization, be placed back on the Board by appointment of the current President of the organization or by vote of the Board to take the place of another Past President who resigned from the Board two years ago who would have otherwise been on the Board until 2018 as a Past President

No.

Also, consider amending your bylaws to remove these positions from the board. One Past President is bad enough.

23 minutes ago, Hieu H. Huynh said:

Someone could be elected or appointed to office if that person meets the eligibility requirements for office according to the bylaws.

I don’t think he does. As I understand the facts, all Past Presidents of this organization serve as ex officio members of the board for five years after leaving office as President. One of the Past Presidents is now off the board, and they want to appoint him to the “position” of one of the other Past Presidents, who claimed to “resign” from an automatic, ex-officio position. If I understand the facts correctly, the only persons eligible to serve in these positions are those who have served as President in the past five years.

This seems similar to the frequent questions we get about replacing the more common Immediate Past President with someone else.

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Thank each of you for your respective  responses to my admitted complex some what confusing  long question.The by-laws  of the organization in question allow for a  President  who serves out his or her one year elected term of office ,to remain on the Board for five years thereafter.Thus you have a succession of Immediate Past Presidents on the Board coming off one at a time,each  on the Board until   five years after they each are no longer the President.We have the situation where a past President whose elected term ended in 2013 stating that he was resigning from the Board  in 2015, a resignation not covered by the by-laws and never accepted by the Board.Now coming to the present, we have another past President whose elected term ended in 2012 and whose 5 years as a past President on the Board ended this year, being appointed by the present President of the organization  to  allegedly serve out the term on the Board of the past President who allegedly resigned.This also is  not covered by the by -lawsCan a past President resign from a Board position he never was elected to where not covered by the by-laws?Can the President of an organization appoint a past President who is no longer on the Board to serve the remaining term on the Board of a past President who allegedly resigned two years ago ?Can the Board approve this if the President cannot? I hope you can help because believe or not this is an organization of attorneys and judges!!!

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Here is a bit of boilerplate abut why keeping past presidents around (even just one, let alone five!) in a poor idea:

 IPP is a Bad Idea:

And here's some reasons why the position is a bad idea:

In my personal view, setting up an "official" Immediate Past President (IPP) position is not a particularly good idea.  The most telling argument is the real possibility of a close and bitter race for the presidency, with the current president running (for a second term) against an "outsider".  And the outsider - the "reform candidate", perhaps - wins but is still stuck with the thorn of the IPP on the Board in a position to snipe at the new president.  And perhaps attempt to undermine the new president's plans.  Not to mention vote against them.

If the erstwhile president is a "good guy" the new president can (usually, depending on the bylaws) appoint him to a pre-existing committee - or even have him chair one, which might put him on the Board - as the new president sees fit.  That way the IPP's experience and value can be put to good use, when needed, without the danger of setting up an adversarial situation which would require a bylaw amendment to get out of.

Here's some more reasons

1) The President resigns and wants nothing to do with the organization.
 
2) The President simply doesn't run for election again because he's had enough, and never shows up at a board meeting.
 
3) The President is booted out of office for being incompetent, or for something more nefarious.
 
4) The President dies.
 
5) The President resigns and moves (wants to help but isn't around).

6) Even worse is the bylaw assignment of the IPP to chair a committee - such as nominating.  Then he dies/quits/leaves town, &c.  You are then stuck with an unfillable (by definition) vacancy.

Note that except for item 4, the IPP may well be part of the quorum requirement for meetings, even though he never shows up.

 

Our suggestion is to amend your bylaws to eliminate the position. 

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16 minutes ago, Guest Lawrence Boze said:

Can a past President resign from a Board position he never was elected to where not covered by the by-laws?Can the President of an organization appoint a past President who is no longer on the Board to serve the remaining term on the Board of a past President who allegedly resigned two years ago ?Can the Board approve this if the President cannot? I hope you can help because believe or not this is an organization of attorneys and judges!!!

I'll try to respond to each of your questions separately:

Can a past President resign from a Board position he never was elected to where not covered by the by-laws?

Yes, it is certainly possible to resign from a non-elected position. A resignation is a request to be excused from a duty, and someone in a non-elected position can decide that he no longer wishes to fulfill that obligation, and so inform the body, in this case the board.

Can the President of an organization appoint a past President who is no longer on the Board to serve the remaining term on the Board of a past President who allegedly resigned two years ago ?

I think this very well may come down to a bylaws interpretation by your organization. Having said that, however, I suspect there might be consensus from the regulars on this site that, because of the unique qualifications for these PP positions, it is not possible to appoint someone else to fill a vacancy in one of these positions. No other past president will have the specific qualifications to hold the position other than the person who resigned, especially one who is no longer eligible to hold one of these positions.

Can the Board approve this if the President cannot?

If the vacancy cannot be validly filled, then neither the board nor the president can act to fill it. If it comes down to a bylaw interpretation, then that will be up to your organization to sort out.

Finally, you can certainly avoid this whole mess by heeding Dr. Stackpole's advice above regarding 'official' PP positions on the board.

 

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26 minutes ago, Guest Lawrence Boze said:

Thank each of you for your respective  responses to my admitted complex some what confusing  long question.The by-laws  of the organization in question allow for a  President  who serves out his or her one year elected term of office ,to remain on the Board for five years thereafter.Thus you have a succession of Immediate Past Presidents on the Board coming off one at a time,each  on the Board until   five years after they each are no longer the President.We have the situation where a past President whose elected term ended in 2013 stating that he was resigning from the Board  in 2015, a resignation not covered by the by-laws and never accepted by the Board.Now coming to the present, we have another past President whose elected term ended in 2012 and whose 5 years as a past President on the Board ended this year, being appointed by the present President of the organization  to  allegedly serve out the term on the Board of the past President who allegedly resigned.This also is  not covered by the by -lawsCan a past President resign from a Board position he never was elected to where not covered by the by-laws?Can the President of an organization appoint a past President who is no longer on the Board to serve the remaining term on the Board of a past President who allegedly resigned two years ago ?Can the Board approve this if the President cannot? I hope you can help because believe or not this is an organization of attorneys and judges!!!Can a past President resign from a Board position he never was elected to where not covered by the by-laws?Can the President of an organization appoint a past President who is no longer on the Board to serve the remaining term on the Board of a past President who allegedly resigned two years ago ?Can the Board approve this if the President cannot? I hope you can help because believe or not this is an organization of attorneys and judges!!!

Guest Lawrence, I agree with Dr. Stackpole's advice.

As to your three questions which I have highlighted at the end of your post:

I don't know that we can give you a definitive answer on whether a past president, who is on the board automatically, can resign from the board.  .  There have been several discussions on this board about that issue and opinions have not been uniform.  I believe that it is ultimately a question of bylaws interpretation, something we cannot do on this forum.That is ultimately a matter of interpreting your bylaws, something we cannot do.

Although this second question might also be a matter of bylaws interpretation, I feel confident that your bylaws do not permit your president to appoint anyone else to fill out the term... assuming the resignation is allowed.  The bylaws seem quite clear that those positions can be filled only by past presidents and only for five years.  So, I do not believe that either your president or the board can appoint anyone else to the position.

I note that we still don't know exactly what your bylaws say on this issue.  When we ask for a quote from the bylaws, we want an EXACT word for word quote, not a paraphrase.

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