Board members switching position after election

[Guest LV Girl]

After a election takes place.  Newly elected board member resigns.  Does the next candidate with the most votes take their place automatically?  What if someone else wanted to run for that position, should another vote take place?

Second if the person with the most votes is appointed by president and now is on the board, yet decides to switch their postion with another board member, for example:  Board member resigns position is filled with candidate who had the next most votes and was given the position of say secretary who resigned.  Then Secretary is switched  to take on the treasurer positon.  organization by laws do not state anything on this.  Is this allowed under roberts rule of order and what article or rule covers this?  How do I go about bringing this up as a possible issue if at all and what to do to make it right, etc.  Please advise.  

[Hieu H. Huynh]

27 minutes ago, Guest LV Girl said:

After a election takes place.  Newly elected board member resigns.  Does the next candidate with the most votes take their place automatically?

No.

[Guest LV Girl]

Thank you for  your reply of "NO" can you elaborate on your answer and explain the proper procedure that should take place then etc.  Much Appreciated.

[Joshua Katz]

1 hour ago, Guest LV Girl said:

After a election takes place.  Newly elected board member resigns.  Does the next candidate with the most votes take their place automatically?  What if someone else wanted to run for that position, should another vote take place?

 

Unless your bylaws say otherwise, vacancies are filled by whatever body did the initial appointing, after giving notice. So, for instance, if your general membership elected your board, your general membership would elect the replacement. Exception: if the resignation is in the Presidency, the Vice President assumes that position, and the Vice Presidency is then vacant. Of course, if your bylaws say otherwise, you'd follow them. But in no circumstance (unless your bylaws say so) does it simply move to the person with the second most votes.

1 hour ago, Guest LV Girl said:

Second if the person with the most votes is appointed by president and now is on the board,

Does the President have the power, granted by the bylaws, to do this?

1 hour ago, Guest LV Girl said:

yet decides to switch their postion with another board member,

Sorry, not up to them. People are chosen for positions by the organization, they don't get to swap roles at will.

 

1 hour ago, Guest LV Girl said:

organization by laws do not state anything on this. 

Then see above on filling vacancies when the bylaws are silent.

1 hour ago, Guest LV Girl said:

Is this allowed under roberts rule of order and what article or rule covers this?

If your bylaws truly are silent, not a bit of this is proper. The President cannot fill vacancies, for one thing.

 

1 hour ago, Guest LV Girl said:

How do I go about bringing this up as a possible issue if at all and what to do to make it right, etc.  Please advise.  

You raise a point of order that all of this is nonsense, and be prepared to appeal if necessary.

[Gary Novosielski]

On 10/12/2018 at 8:18 PM, Guest LV Girl said:

After a election takes place.  Newly elected board member resigns.  Does the next candidate with the most votes take their place automatically?  What if someone else wanted to run for that position, should another vote take place?

Second if the person with the most votes is appointed by president and now is on the board, yet decides to switch their postion with another board member, for example:  Board member resigns position is filled with candidate who had the next most votes and was given the position of say secretary who resigned.  Then Secretary is switched  to take on the treasurer positon.  organization by laws do not state anything on this.  Is this allowed under roberts rule of order and what article or rule covers this?  How do I go about bringing this up as a possible issue if at all and what to do to make it right, etc.  Please advise.  

Basically none of this is allowed under Robert's Rules.

It is never appropriate to automatically appoint the next highest vote getter, since that person could not have had a majority of votes and only a majority elects, if the rules in RONR apply.

Switching offices without an election is not allowed, and the president has no such powers unless granted in the bylaws, which would be unusual.  Often, the executive board is empowered to fill partial-term vacancies.  Does your organization have an executive board (or equivalent) and if so does the bylaws grant them power to fill vacancies, or at least to conduct the normal business of the organization between meetings?  If so, they (not the president) have the power to fill vacancies; if not, a new election is needed.

My first impression is that your president may need to be reined in.

[Richard Brown]

Guest LV Girl, agreeing with my colleagues, I suggest you study your bylaws carefully for at least two things.  Both of these are usually covered somewhere in an organization's bylaws:

First, look for any provisions for filling vacancies. That provision could appear anywhere in the bylaws. Any provisions in your bylaws for filling vacancies would trump the rules in RONR.

Second, look carefully for what powers are granted to the Board if you have a Board.  If, as Mr. Novosielski mentioned, your bylaws grant the Board the power fill vacancies OR the power to manage or conduct the affairs of the organization between meetings of members, then, per RONR, the Board has the power to accept resignations and to fill vacancies.  It's quite common for bylaws to grant the board the power to conduct the affairs of the organization between meetings of the membership.  That is all the authority needed for the Board, rather than the membership, to fill the vacancies.

As both Mr. Katz and Mr. Novosielski  mentioned, I, too, wonder where your president gets the idea that he (or she) has the authority to do any of the things you mentioned that he or she has done or is proposing to do.

Your situation does raise an interesting question, though, as to what can be done if two officers, such as the Secretary and the Treasurer, want to swap positions with the permission of the board or the membership.  Under the rules in RONR, an outright "swap" is not permissible.  If you have a board which has the authority to accept resignations and fill vacancies, then I suppose both of those officers could submit resignations from their positions and the board could accept both resignations and then appoint the same two people to the positions which they really want to hold.  And everyone hopes it all works out as planned!

If you don't have a board, or if the board does not have the power to accept resignations or fill vacancies between meetings of the membership, then things get more complicated.  The same result  can be obtained, but the membership itself would have to accept the resignations and then fill the newly created vacancies by holding a special election.  Again, anything can happen.  The membership might decide it doesn't like these games and just elect two new people to both positions.

Note:  An officer submitting a resignation should not abandon the duties of his office until his resignation has been accepted or the organization has had a reasonable opportunity to accept the resignation.   That means an officer should not just "walk off the job" until formally told by the organization that "it's ok, you can go now".   If the board has the power to accept resignations and fill vacancies, that can probably all be done pretty much at one time (at one meeting).

[Guest LV Girl]

Thank you to all for you feedback. 

Mr Brown upon your suggestion I have read and reviewed all 5 pages of organizations by-laws.  I would like to ask and continue with discussion to help understand and I do apologize for my ignorance as I educate myself on all of it.  Here  are out by-laws ...not kidding.....!

The by laws

Section I - Organization, Purpose and Membership - outlines association.

 

Section II -  Officers and Elections. 

Article 1 (officers (positions).  The officers shall consist of,  President, 2 VP, recording secretary, treasure , etc..  It  states "officers shall be elected for the term of one year by a majority vote of the members present, but only after the entire membership shall have been duly notified of such election,."  "These selected officers constitute the Board of Directors and the policy-making body for the organization."   

*****There is no mention of  provisions for filling vacancies .  Yet there is a established board. So my question then does this give automatic assumption/ authority to  the Board the power to accept resignations and to fill vacancies?

Article 2. "The President shall appoint a Nomination committee....goes on to explain the time line for when the general election will take place, and when new officers shall assume their positions,  etc.

 

Section III - Duties of Officers

Article 1.  The duties of president shall be (a) to preside over all meetings; (b) to be an ex-effico member of all committees, (c) to appoint all committee chairman and (d) to appoint, ad hoc committees as needed.  Followed by Article 2 for VP and so on for each board position (articles 3-6).  

 Article 7 of Section III - Officers will fulfill their duties until such time as they are relieved of such duties , either by new election, letter of resignation or majority vote of the board.

 

Section IV -    Committees and Board of Directors,

Article 1 states "the President may appoint the following committees and /or such other committees as may be deemed necessary".  then it goes on to explain each committee duties. 

*****I understand this to be that the President has authority to appoint committees and committee chairman only.

 

Section V - Dues and Expenditures - outlines dues  of association 

Section VI - Meetings 

Article 1. Regular monthly meeting of the association held the third Monday of the month as said location...etc.

Article 2.  All meetings shall be conducted in accordance with Roberts Rule of Order (current revised edition) unless superseded by the Association's current by-laws. 

****** That is it for our by-laws period, no joke.  I am not clear on the "Board of Directors" authority, how it can fill vacancies.  Our 1st VP resigned gave a letter of resignation that was presented at last meeting.  President then went ahead and offered the 1 VP  position to the member that had the second highest votes in the election running for different position.  He didn't grant the 2nd VP the opportunity to move up to the 1st VP position.   I found that odd and didn't speak up because I wasn't sure what the by laws said they were not made available to me during meeting which left me questioning the procedures on the election process and how it should be conducted which is why I contacted this forum to inquire  and get  information etc. 

I guess I have my work cut out here or not.  I would like to know if I can address this at next general meeting or not.  I would like to question under what authority does the board have the right to appoint member to board position when they have not been voted in by the members.   

Again thank you for your feedback, understanding and time it is much appreciated.  

 

 

        

 

 

 

[Gary Novosielski]

Section IV is entitled Committees and Board of Directors, yet you quoted nothing about the board of directors.  Does it mention any powers and duties of the Board?

[Josh Martin]

7 hours ago, Guest LV Girl said:

There is no mention of  provisions for filling vacancies .  Yet there is a established board. So my question then does this give automatic assumption/ authority to  the Board the power to accept resignations and to fill vacancies?

No, the cited rules do not grant the board the authority to accept resignations and to fill vacancies. The board has such authority if it is explicitly granted, or if the bylaws grant the board full power and authority to act for the society between meetings of the membership. In the absence of such rules, the society itself would accept resignations and fill vacancies.

“The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly.” (RONR, 11th ed., pg. 467)

7 hours ago, Guest LV Girl said:

I understand this to be that the President has authority to appoint committees and committee chairman only.

Sounds right to me.

7 hours ago, Guest LV Girl said:

I would like to know if I can address this at next general meeting or not.

Yes, you can and should address this at the next general meeting, by raising a Point of Order, followed by an Appeal if necessary.

[jstackpo]

8 hours ago, Guest LV Girl said:

Section IV -    Committees and Board of Directors,

Article 1 states "the President may appoint the following committees and /or such other committees as may be deemed necessary".  then it goes on to explain each committee duties. 

*****I understand this to be that the President has authority to appoint committees and committee chairman only.

I too agree if we are careful about the meaning of "appoint".  Appointing a committee means to name people to serve on a committee, NOT to establish a committee (out of thin air or anywhere else -- see page 496, line 29ff.). The committee has to have been previously established, presumably, in your case, by the description of the committee duties later on in the bylaws.

But...  this raises the question:  who, or what body, does the "deem[ing] necessary" as stated in the quoted Article 1 bylaw snippet?  If the bylaws don't say then it is up to the general membership to establish committees either by adopting bylaws describing them, or by adopting the parliamentary motion "To Commit or Refer", page 168.

[Richard Brown]

I have the same question as Mr. Novosielski:  What does Article IV (or any other article) say about the power and authority of the Board?  

[Guest Tammie]

How do you make the sitting president resigned his position only but still be a member of the board? The majority of the board is not happy with the decisions that the president making and he is not allowing other board members to have a saying anything.

[Josh Martin]

On 4/16/2023 at 7:44 AM, Guest Tammie said:

How do you make the sitting president resigned his position only but still be a member of the board? The majority of the board is not happy with the decisions that the president making and he is not allowing other board members to have a saying anything.

It would be best to post this question as a new topic. When you do so, please provide the following information so that we can best answer your question.

• Do the bylaws say anything about removal of officers? If so, please quote that language exactly.
• In what manner is the President chosen? Is the President elected directly by the membership, or is this a situation where the membership elects the directors and the directors elect the officers from among their members?
• Please quote the exact language regarding the term of office for officers.

See also FAQ #20.

I would also clarify that you can't "make" anyone resign. Resignation is a voluntary act. But if the President declines to resign, the President could be removed from the position. Exactly what is required for this, however, will depend upon the answers to the above questions.

[puzzling]

On 10/13/2018 at 4:18 AM, Guest LV Girl said:

After a election takes place.  Newly elected board member resigns.  Does the next candidate with the most votes take their place automatically?  What if someone else wanted to run for that position, should another vote take place?

Second if the person with the most votes is appointed by president and now is on the board, yet decides to switch their postion with another board member, for example:  Board member resigns position is filled with candidate who had the next most votes and was given the position of say secretary who resigned.  Then Secretary is switched  to take on the treasurer positon.  organization by laws do not state anything on this.  Is this allowed under roberts rule of order and what article or rule covers this?  How do I go about bringing this up as a possible issue if at all and what to do to make it right, etc.  Please advise.  

It doesn't look like your election process follows the rules of RONR what do your bylaws say about elections? 

Do you elect only boardmembers and do the (new) boarmembers elect the officers 

Or do the membership elect the officers? 

( officers meaning  president, secretary and others mentioned in.your bylaws)

Also under RONR each elected person needs to be elected by a majority of the voters (having the most votes is not enough)

[Josh Martin]

On 4/18/2023 at 12:06 AM, puzzling said:

It doesn't look like your election process follows the rules of RONR what do your bylaws say about elections? 

Do you elect only boardmembers and do the (new) boarmembers elect the officers 

Or do the membership elect the officers? 

( officers meaning  president, secretary and others mentioned in.your bylaws)

Also under RONR each elected person needs to be elected by a majority of the voters (having the most votes is not enough)

The original post was from about four years ago, so I expect the OP has moved on at this point. The more recent question is that posed by Guest Tammie, in regard to removing that organization's President.