Resignation of president and vice president

[Guest Heidi]

Help!  I am the treasurer of a small booster organization.  Our vice president resigned due to personal reasons.  Our president just resigned after instigating conflict in the group.  The secretary is fairly new to the group.  Our bylaws are silent on the matter of resignations.  What do we need to do to move forward?  If the secretary refuses to call a meeting, do I have the authority to do so as the next in the officer succession?  We have numerous members trying to put the conflict behind them and move on. 

[jstackpo]

Is anybody, or any group of members authorized, in the bylaws, to call a special meeting?

Rather than doing a lot of conjecturing, lets go at this a step at a time.

[Richard Brown]

Agreeing with jastackpo, I have another question for guest Heidi: do your bylaws say anything at all about resignations? If not, s resignation is normally effective until it is accepted. Can you get your president who wants to resign to at least call a special meeting? It can be for the purpose of accepting her resignation and selecting someone to fill the vacancy. 

[Josh Martin]

36 minutes ago, Guest Heidi said:

Help!  I am the treasurer of a small booster organization.  Our vice president resigned due to personal reasons.  Our president just resigned after instigating conflict in the group.  The secretary is fairly new to the group.  Our bylaws are silent on the matter of resignations.  What do we need to do to move forward?  If the secretary refuses to call a meeting, do I have the authority to do so as the next in the officer succession?  We have numerous members trying to put the conflict behind them and move on. 

What, if anything, do your bylaws say about special meetings? For that matter, what do they say about regular meetings?

7 minutes ago, Richard Brown said:

Agreeing with jastackpo, I have another question for guest Heidi: do your bylaws say anything at all about resignations? If not, s resignation is normally effective until it is accepted. Can you get your president who wants to resign to at least call a special meeting? It can be for the purpose of accepting her resignation and selecting someone to fill the vacancy. 

Well, this suggestion may be somewhat premature, as we do not yet know that the President can call special meetings.

[Gary Novosielski]

1 hour ago, Guest Heidi said:

Help!  I am the treasurer of a small booster organization.  Our vice president resigned due to personal reasons.  Our president just resigned after instigating conflict in the group.  The secretary is fairly new to the group.  Our bylaws are silent on the matter of resignations.  What do we need to do to move forward?  If the secretary refuses to call a meeting, do I have the authority to do so as the next in the officer succession?  We have numerous members trying to put the conflict behind them and move on. 

What office do you hold, and where are you getting information on "succession".  In RONR the only succession is President to VP, or possibly to a line of numbered VPs.  Do you have scheduled regular meetings, or are all your meetings "called"?

[Guest Heidi]

Our bylaws are woefully inadequate, but in rereading them, I do see this sentence:  "In the event of a vacancy in any Officer position, the general membership will be notified of such vacancy and an election meeting will take place.  Any member not currently holding an office may be nominated for the vacant office and a majority of the membership must elect the officer, who will then complete the term that was previously vacated."

Our vice-president tendered her resignation last month to be effective at this month's meeting.  Our president failed to put up an agenda until just a few hours prior to this month's meeting which consisted solely of calling a vote to disband the organization.  We weathered through that meeting with points of order requiring due process and notification for such a vote.  The following day she tendered her resignation "effective immediately."  This is a small-town band booster group, the membership is open to anyone who has a child in the band program, and the president who just resigned came to her first meeting last May with a clique of groupies who "elected" her and then never showed back up again.  (Our bylaws are woefully inadequate, but our organization has functioned well for over a decade, and we have a four-figure bank balance from fundraisers dedicated to support of our high school band program.)  Our resigned president is the recent wife of the current school superintendent (who is on his way out), who has made no secret of the fact that he wants control of all sources of funding and wants us disbanded.  So no, having failed to bring its demise to a vote, she is not willing to call another meeting, although a meeting date was set at the previous meeting. 

If the secretary will follow through with her duties (she may or may not), that would be ideal--she could work up an agenda including the acceptance of the two resignations and elections to fill the vacancies.  If she refuses to do so, I am the only other elected officer (treasurer).  I don't see the ability of the treasurer to call a meeting listed in my copy of RR.   

I got my information about the secretary presiding at a meeting from section 47, the portion on duties of the secretary, #11--she can apparently call a meeting to order and call for the election of a chairman pro-tem.

Our meetings are usually regularly scheduled (monthly) although sometimes our event schedules dictate adjusting meeting dates.  There was an agreement at the last meeting to hold a special meeting in 2 weeks (that's 11 days from now).  The president was going to send out notice of intent to vote on dissolving the organization but did not do so prior to resigning.

Thanks for taking a look at our dilemma.

[Guest Who's Coming to Dinner]

Points to consider:

1. Special meetings must be authorized in your bylaws.

2. You must send notice of a special meeting to all members a reasonable number of days in advance. The notice must detail what business will be considered.

3. Your bylaws (and RONR, for that matter), require previous notice in order to hold an election to fill the vacancies.

[Josh Martin]

1 hour ago, Guest Heidi said:

So no, having failed to bring its demise to a vote, she is not willing to call another meeting, although a meeting date was set at the previous meeting. 

Well, that solves that.

1 hour ago, Guest Heidi said:

If the secretary will follow through with her duties (she may or may not), that would be ideal--she could work up an agenda including the acceptance of the two resignations and elections to fill the vacancies.  If she refuses to do so, I am the only other elected officer (treasurer).  I don't see the ability of the treasurer to call a meeting listed in my copy of RR.   

I got my information about the secretary presiding at a meeting from section 47, the portion on duties of the secretary, #11--she can apparently call a meeting to order and call for the election of a chairman pro-tem.

Calling a meeting and calling a meeting to order are two different things. To call a meeting essentially means to schedule a meeting, and that has already happened. Calling a meeting to order is simply to officially “open” a meeting at the scheduled time. If the Secretary refuses to call the meeting to order, you, or any other member, may call the meeting to order and preside over an election for a Chairman Pro Tempore. The assembly can then proceed to accept the resignations of the President and Vice President. You can then proceed to fill the vacancies, provided that notice of this has been given.

1 hour ago, Guest Heidi said:

Our meetings are usually regularly scheduled (monthly) although sometimes our event schedules dictate adjusting meeting dates.  There was an agreement at the last meeting to hold a special meeting in 2 weeks (that's 11 days from now).  The president was going to send out notice of intent to vote on dissolving the organization but did not do so prior to resigning.

Special meetings may only be called if authorized in your bylaws. Since you have yet to provide any information on what your bylaws say about special meetings, I assume they say nothing on the subject, and therefore special meetings may not be called. It would seem, therefore, that you actually called an adjourned meeting, which the assembly always has the power to do.

[Guest Heidi]

Clarification on meetings...  Our bylaws do allow meetings to be called as needed by the Board.

Interestingly enough (and I thought I had read the bylaws thoroughly! apparently not!), while there is no clause pertaining to amending the bylaws (which a dissolution is, apparently, per RR, when there is no dissolution procedure in the minutes), under the section on calling meetings, there is a statement that reads:  "A majority vote of the Board is required to make changes to organizational procedures or bylaws, and such changes must be approved by a majority vote of the general membership at the next general meeting."

If I am reading this right, given that our resigned president had no such board meeting, does that mean that we cannot (per our bylaws) vote on a dissolution (which per Roberts Rules follows the process for a bylaws change)? 

So, if the secretary sends out the notice of the meeting which was scheduled (talked with her tonight--she is on board and just needs direction of what she needs to do), she needs to send out an agenda something to the effect of 1) Call the meeting to order; 2) elect a Chairman Pro-Tem; 3) approve minutes and treasurer's report; 4) accept the resignations of the officers who have submitted them; 5) nominate new candidates for those offices and vote them in; 6) take up the motion from the previous to have a vote to dissolve the organization and explain that was out of order in the absence of the required Board meeting to vote on same and send it to the membership, per our bylaws; 7) and etc...  Any other reports we have or business we need to transact.

Does that pass muster?

[jstackpo]

Almost right...

In #6, don't "take up" the dissolution motion, but simply explain that because the Board has not adopted such an amendment to the bylaws (a rather drastic one, to be sure!), there is no dissolution motion to be considered at all. And nothing needs to be sent out to the members.

And your two-step process for bylaw amendments (in general), with majority votes at each step, supersedes RONR''s "notice and 2/3 vote" requirements.  So, unless you left something out from your summary of the bylaws as pertaining to amendments, no notice of a proposed amendment needs to be sent to the membership.  That would be a little odd, however:  check your bylaws for a notice requirement to all the members that comes into play after the Board approves a bylaw amendment.

In #7: you can only take up other business if you, in the call for the meeting, describe what that business is.  This is because the meeting is clearly a "Special Meeting", as described in RONR, page 91.

[Guest Heidi]

Thanks, jstackpo.  That makes sense.

Since a meeting date was set for voting on a motion to dissolve which we now know was out of order, when the special meeting is called (we will use the same date, since it was announced and people have made work plans to accommodate the meeting time), should we include in the communication posting the agenda the explanation of the motion being out of order per our bylaws so it will not be coming to a vote?

[jstackpo]

Can't do any harm. 

The more you explain ahead of time, the less you might have to do at the meeting.  But don't bet on that!

Be sure you make it clear that the motion to dissolve was "out of order" was because the motion doesn't even exist.  And that is because the Board never adopted it.

[Guest Heidi]

Thanks again, jstackpo.  I've got the concept but getting the right verbiage is important.

[Guest Heidi]

Drat!  One more hitch.  I shared the necessary agenda with our secretary.  I got this email response:  " This is really turning into a lot more than I thought. Can’t we keep it simple?"  I am afraid she will drag her feet and not send anything out.  Since the meeting date was already set at the meeting where the president attempted to disband the organization in violation of the procedure in our bylaws, can I as treasurer simply remind people that we have a meeting on that date, note that the motion made at the meeting was "out of order" for the reason cited, and put up the agenda posed above? 

[jstackpo]

I suppose, unless you can get the secretary off the dime, you could do it all yourself.