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Presidential Resignation, No Vice President


Brett Woodburn
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I represent an association that is governed by a board that includes as officers, a president, a president-elect who shall automatically succeed to president, and a Secretary/Treasurer. The president and immediate past president resigned. There are no provisions in the bylaws for this; nor can I find anything in RONR directly on point. My inclination is to advise that the president-elect will fill the vacancy and then ascend to the office of president as he was elected. Any other suggestions or guidance? As a follow-up question, if the president-elect fills to office of president for the remainder of the term (December 31), would he then assume the office of president January 1? I am inclined to say yes as the Membership elected him to that role. I am open to ideas and suggestions.

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The Bylaws read, "Officers shall be elected for terms of one (1) year, or until their successors are elected and qualified, whichever shall last occur.' Further, "The duties of the Officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Board of Directors." There are no provisions as to which officer will assume what duties in the event of a vacancy or unavailability of the president. The Bylaws do address vacancies as follows, "In the event an elected position is without a candidate or should a vacancy in a position after election occur, the Board of Directors shall, at its next regular meeting, appoint a to fill the position for the remainder of the term."

The Bylaws do adopt RONR as the governing authority, and since the bylaws so provide, it appears as though the Board can appoint a president to complete the year.

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Based on the language on page 457 of RONR, I would say that the president-elect does not fill the vacancy created by the resignation of the president unless the organization's bylaws provide that he does. Ultimately, this is probably a matter of the organization interpreting its own bylaws.

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The exact language, which I did provide, is as follows:

The elective Officers of the Association shall be a President, a President-elect, who shall automatically succeed to President, and a Secretary/Treasurer. Officers shall be elected for terms of one (1) year, or until their successors are elected and qualified, whichever shall last occur.

There are no other provisions regarding the roles or responsibilities of the officers.

 

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>

22 minutes ago, Brett Woodburn said:

The elective Officers of the Association shall be a President, a President-elect, who shall automatically succeed to President, and a Secretary/Treasurer. Officers shall be elected for terms of one (1) year, or until their successors are elected and qualified, whichever shall last occur.

Your structure is non-standard.

Robert's Rules of Order assumes that a traditional structure of P *and*  VP. - - Whereas, you have P and PE, in lieu of an intervening VP between the two positions.

***

Nonetheless, I find your phrase, "... who shall automatically succeed to President ..." quite persuasive toward the interpretation that your PE is virtually your VP, for parliamentary purposes. -- So he/she gets kicked upstairs.

***

Since you will have a vacancy in the position of PE, then, once the automatic succession is acknowledged , then, per your own rules, the board fills the open PE slot.

I am not pleased with your bylaws' wording or your structure. But you gotta play the cards you were dealt.

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“Some organizations desire to elect their president one entire term in advance, and in such cases, during the term following the election, the person chosen is called the president-elect. This office exists only if expressly provided for in the bylaws, in which case the members never vote on any candidate for the office of president, but elect a president-elect and the other officers of the organization. Accordingly, when a member has served his full term as president-elect, he automatically becomes president for a full term. Once a person has been elected president-elect, the assembly cannot alter its decision regarding the succession of that person to the presidency, unless he vacates office during his term as president-elect or unless ground arises for deposing him from that office (see pp. 653–54).

When the bylaws of an organization provide for a president-elect, it is usual to provide also that if the president should be absent, or if the office of the president should become vacant between elections, the president-elect shall preside, if present, or shall fill the vacancy. Unless such provision is made, the first vice-president would preside or complete the president's term. It is also customary to provide in the bylaws for some method to fill a vacancy in the office of president-elect, should one occur between elections. It is important to consider these provisions with great care.” (RONR, 11th ed., pg. 457)

The first question which arises here is who becomes President. It seems to me that the key to this is interpreting the meaning of the rule in the organization’s bylaws which provides that “The elective Officers of the Association shall be a President, a President-elect, who shall automatically succeed to President, and a Secretary/Treasurer.“ I would suggest that it is ambiguous whether this language applies in the event of a vacancy, or if it is merely intended to provide that the President-Elect shall become President upon the completion of his term. Only the organization can determine the meaning of its own rules. If the rule does apply in the case of a vacancy, then the President-Elect is now President - the rule provides that the PE “automatically” succeeds to that office. It is worth noting that the organization’s vacancy-filling rules make no mention of this.

If the rule does not apply in the case of a vacancy, then in the ordinary case, the Vice President becomes President. Since the organization has no Vice President, however, it would seem the rule in the bylaws which provides that “In the event an elected position is without a candidate or should a vacancy in a position after election occur, the Board of Directors shall, at its next regular meeting, appoint a [there seems to be a missing word here - perhaps “candidate”] to fill the position for the remainder of the term." would be controlling.

The next question is, if the President-Elect does become President in the event of a vacancy, what happens when the current term ends? Does he remain President for a full term, or is he replaced by the new President-Elect who is selected by the board to fill the vacancy in that office? Again, the rule is ambiguous, as all that the rule says is that the President-Elect “shall automatically succeed to President,” providing no clarification as to when or in what circumstances this does or does not occur. Once again, only the organization may interpret its own rules.

In the long run, it would seem advisable to amend the bylaws to provide a great deal more clarity regarding these issues.

Finally, I would note that the action of the Immediate Past President submitting his resignation was fairly meaningless, since the President would become the new Immediate Past President upon leaving office, whether the current IPP liked it or not.

Edited by Josh Martin
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2 hours ago, Brett Woodburn said:

The exact language, which I did provide, is as follows:

 

Sorry, I must have missed it. I was hoping the language would reveal more about the nature of the automatic rise to the Presidency, but it remains unclear to me if it applies in the case of a vacancy.  I agree with Mr. Martin's assessment, and in particular the statement that the organization will have to determine for itself whether this automatic provision applies to vacancies. I question, though, just how to do that. Usually the process is to raise a point of order followed by an appeal. But what action could be undertaken here? At a meeting, a chair pro tem could be elected, and maybe a point of order could be raised that this requires a suspension of the rules since the President-Elect is now President, allowing for a decision to be made. That seems like the best vehicle to me, but it seems potentially disruptive, just  because of the nature of the decision (determining the President). Consider that Bush v. Gore is still discussed today in terms of the legacies of Justices Scalia and O'Connor.

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6 hours ago, Josh Martin said:

The next question is,

if the President-Elect does become President in the event of a vacancy,

what happens when the current term ends?

Does he remain President for a full term, or is he replaced by the new President-Elect who is selected by the board to fill the vacancy in that office? 

Again, the rule is ambiguous, as all that the rule says is that the President-Elect “shall automatically succeed to President,” providing no clarification as to when or in what circumstances this does or does not occur.

> What happens when the current term ends?

I would key-in on the descriptor, "automatic".

If the circumstances are such that automatic-ness is impossible (due to a missing element), then the filling of the open slot(s) are to be done the old fashioned way. -- Via election.

When a fixed term ends, then, parliamentary-speaking, that always implies that an election is to occur.

You do the assessment: Q. How many open slots are there, as of the end-of-term? as of the hour of election?

I think you will see that the slot of all electable officers are subject to election, as there are no "automatic" anythings possible; and, all offices end when the term itself ends, (short of staggered terms for a subset of offices).

So, you hold an election, for 100% of the offices (assuming no staggered terms of office, which the original poster did not imply).

Put in other words: When a term ends, nobody stays in office "automatically".

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2 hours ago, Kim Goldsworthy said:

Put in other words: When a term ends, nobody stays in office "automatically".

I'm not so sure I agree.  It might well be that the president elect finishes the current unexpired term of the president and then serves a full term in his own right.  After all, he was elected to serve a full  term, not just to finish out someone else's term.   I don't think we know enough to say that he simply finished out the term of the president who resigned.  Ultimately, it is up to this organization to interpret its own bylaws on this issue and to decide the issue for itself.

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Since there is no vice president, the automatic succession rule from RONR does not apply. If there was no rule in the bylaw regarding the filling of vacancies in office, the society would fill the vacancy.  RONR does note that where the position exists, the president-elect has finished his term in that position he  "automatically becomes president for a full term (p.457, ll. 16-17)."

The bylaws include this clause,  that the president-elect "... shall automatically succeed to President." That clause can reasonably be interpreted to refer to a situation where the president leaves office before the end of his term. 

So basically there are two possibilities, vacancy or succession.  RONR notes that "There is a presumption that nothing has been placed in the bylaws without  some reason for it (pp. 589-90)."  There is no reason to include the words "... shall automatically succeed to President," if those were to solely  refer to cases where the president-elect completes his term and becomes president.   Based on that, I would conclude that the president-elect does fill the vacancy.  If I were chairing the meeting, I would rule that way.  However, I would also note that my decision would be subject to appeal.

 

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