Board reorganization after Chair resigns

[Guest Yael]

Our municipal board had a chair that resigned. The vice chair has since taken over the duties, however, without a vote. Now he calls himself Chair, and there has been no board reorganization to elect a new vice chair. In addition, it has been requested several times from other board members to take a vote to reorganize. Each time the new chair states that the request is out of order. One member has requested twice that board reorganization is placed on the agenda. When the new chair places it on the agenda, he puts it as board organization, and then leads the discussion to something else, again, ignoring a vote. 

Is this proper procedure, and how would the board be able to get a vote for a reorganization?

[Josh Martin]

1 hour ago, Guest Yael said:

Our municipal board had a chair that resigned. The vice chair has since taken over the duties, however, without a vote. Now he calls himself Chair, and there has been no board reorganization to elect a new vice chair. In addition, it has been requested several times from other board members to take a vote to reorganize. Each time the new chair states that the request is out of order. One member has requested twice that board reorganization is placed on the agenda. When the new chair places it on the agenda, he puts it as board organization, and then leads the discussion to something else, again, ignoring a vote. 

Is this proper procedure, and how would the board be able to get a vote for a reorganization?

The former Vice Chair is most likely correct that he is now the Chair. The Vice Chair would automatically become Chair in the event of a vacancy, unless your rules provide otherwise.

The board should, however, elect a new Vice Chair as soon as possible. If the Chair continues to rule this motion out of order (by the way, the chairman is required to give a reason for his rulings), a member may Appeal from the decision of the chair. A majority vote is sufficient to overturn the chair’s ruling.

[Richard Brown]

1 hour ago, Guest Yael said:

Our municipal board had a chair that resigned. The vice chair has since taken over the duties, however, without a vote. Now he calls himself Chair, and there has been no board reorganization to elect a new vice chair.

 

34 minutes ago, Josh Martin said:

The former Vice Chair is most likely correct that he is now the Chair. The Vice Chair would automatically become Chair in the event of a vacancy, unless your rules provide otherwise.

I'm not certain that I agree completely with Mr. Martin that your vice chair is now the chair and I urge you to check your governing documents. 

My concern is that you referred to this body as a "municipal board" and to the "chair" and not to the "president" as having resigned.  Since you said this is a municipal board, it is likely considered a public body that is subject to various state laws as well as your  city charter, local ordinances, and special rules of order.  You may not have actual  bylaws.  Somewhere in your governing documents there is likely a provision for what happens in the event of a vacancy in the office of the chairman of this board. 

RONR is clear that in the event of a vacancy (by resignation or otherwise) in the office of the president, the vice president automatically becomes president the moment the vacancy occurs unless the bylaws provide otherwise.   However, that provision in RONR, found on page 575, says that it is applicable to a vacancy in the office of the president.  I am not convinced that it is applicable to a vacancy in the office of the chairmanship of a board. RONR is silent on that point.  I see the analogy, certainly.  But the language on page 575 of RONR speaks only to the office of the president.  Here is that provision:

The method of filling vacancies may also be provided (cf. pp. 467–68). Unless the bylaws clearly provide otherwise, notice of filling a vacancy in office must always be given to the members of the body that will elect the person to fill it. If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice-president or first vice-president automatically becomes president for the remainder of the term, and the vacancy to be filled arises in the vice-presidency or lowest-ranking vice-presidency; if another method of filling a vacancy in the presidency is desired, it must be prescribed and specified as applying to the office of president in particular. (Emphasis added)

I'm therefore not entirely certain that in the case of the resignation of the "chair" of your municipal board that the "vice chair" automatically becomes "chair".  In fact, based on the fact that RONR refers to the "specific case of the presidency",  it can certainly be argued that the vice chair does not automatically become chairman in the event of the resignation of the chairman in the case of your municipal board. 

Ultimately, this seems to me to be a matter of interpreting your own governing documents and rules, something we cannot do.   I do agree with Mr. Martin that an appeal of the vice chair's ruling that he is now the chairman and that an election of a new chair is out of order is certainly appropriate.  I suggest that you and your fellow board members study carefully the provisions in RONR for appealing from a ruling of the chair.

Note:  FWIW, I  also do not see a provision in  RONR that a committee vice chairman automatically becomes chairman in the event of the death or resignation of the chairman.  Perhaps the rule as to a vice president automatically becoming president in the event the president resigns is equally applicable to the chair of a board and a committee chair,  but it does not expressly say so.

I'm curious as to what others think.

[Dan Honemann]

Quoting Mr. Martin:

"The former Vice Chair is most likely correct that he is now the Chair. The Vice Chair would automatically become Chair in the event of a vacancy, unless your rules provide otherwise."

I agree.

[Josh Martin]

6 hours ago, Richard Brown said:

I do agree with Mr. Martin that an appeal of the vice chair's ruling that he is now the chairman and that an election of a new chair is out of order is certainly appropriate.  I suggest that you and your fellow board members study carefully the provisions in RONR for appealing from a ruling of the chair.

As I understand the facts, the issue has been regarding the election of a new vice chair, not a new chair.

I suppose they could move to elect a new chair and move to appeal from the chair’s ruling on that as well, but I don’t find the argument that the rule in RONR is inapplicable simply because the titles are different to be very persuasive.

9 hours ago, Guest Yael said:

Now he calls himself Chair, and there has been no board reorganization to elect a new vice chair.

 

[Gary Novosielski]

On 12/6/2018 at 8:37 AM, Guest Yael said:

Our municipal board had a chair that resigned. The vice chair has since taken over the duties, however, without a vote. Now he calls himself Chair, and there has been no board reorganization to elect a new vice chair. In addition, it has been requested several times from other board members to take a vote to reorganize. Each time the new chair states that the request is out of order. One member has requested twice that board reorganization is placed on the agenda. When the new chair places it on the agenda, he puts it as board organization, and then leads the discussion to something else, again, ignoring a vote. 

Is this proper procedure, and how would the board be able to get a vote for a reorganization?

Normally, a single vacancy on a board would not trigger a reorganization, so the new chair seems to be correct on that point.  And in my view, unless your bylaws say otherwise, a vacancy in the chair would cause automatic succession of the vice-chair, so I think he's right on that point as well. 

However, there should be an effort to fill the vacancy in the office of vice-chair.  This would not be a wholesale reorganization, but simply a special election for the one office in which there is now a vacancy.  If the chair rules that out of order, any two members (mover and seconder) can Appeal from the Decision of the Chair and can by majority vote overturn the chair's ruling.  (see RONR §24)