New president and voting

[Guest Guest]

Our president resigned. The board met for an emergency meeting to appoint a new board member and vote in a new president.   We selected the treasurer to be new president. Does that person who we selected to be president get to vote herself in? And does she get to vote on the other motions voted on after her appointment?

[Joshua Katz]

18 minutes ago, Guest Guest said:

The board met for an emergency meeting to appoint a new board member and vote in a new president.

Do the bylaws give the board this authority?

18 minutes ago, Guest Guest said:

We selected the treasurer to be new president.

Do you not have a Vice President? The VP automatically becomes President if you do have one, and the vacancy is in the VP position.

18 minutes ago, Guest Guest said:

Does that person who we selected to be president get to vote herself in?

Assuming the board has such authority, and assuming there is no VP, then yes.

19 minutes ago, Guest Guest said:

And does she get to vote on the other motions voted on after her appointment?

I'm not sure exactly what you're asking here, but if the concern is the President voting, then (assuming the new President was presiding) she has the right to vote, but is expected not to exercise it unless her vote would impact the outcome - but that's only true if you're not using small board rules. Are you? It's also possible I've misunderstood what you're asking here.

[Richard Brown]

I agree with the post by Mr Katz immediately above. I think the key is whether this is a board that we are discussing and whether it utilizes the small board rules in RONR which provide that the chair votes and participates just like every other member.

[Guest Guest]

Small Board rules, no VP (resigned), don’t know if board has the authority (nothing in bylaws, We hold workshops) I’m only curious because this circumstance is new for us and wanted to make sure we do this right.

[Atul Kapur]

If there is nothing in the bylaws about filling vacancies, then they are filled by the same body that elected those positions originally.

[Joshua Katz]

30 minutes ago, Guest Guest said:

Small Board rules

Then the President can participate. 

30 minutes ago, Guest Guest said:

no VP (resigned)

Well, that vacancy should have been filled when it occurred, but if it wasn't, the proper move is still to fill the VP vacancy, the person you fill it with becomes President, then you fill the VP vacancy again. 

 

31 minutes ago, Guest Guest said:

don’t know if board has the authority (nothing in bylaws, We hold workshops)

If the bylaws are silent, then vacancies are filled by the body that originally selected the officer. Was that the board? If not, then the board had no such authority.

[Guest Guest]

We had both resign roughly the same time. We filled both seats but wanted to make sure it was done right. I guess my only question left is are workshops appropriate?  They are like board meetings without the residents attending. We hold them when unexpected business comes up.

[Joshua Katz]

6 minutes ago, Guest Guest said:

We filled both seats but wanted to make sure it was done right.

It sounds to me like it was not.

6 minutes ago, Guest Guest said:

I guess my only question left is are workshops appropriate?  They are like board meetings without the residents attending. We hold them when unexpected business comes up.

Do you conduct business at them? If so, they sound like special meetings. The presence or absence of non-members is irrelevant (unless your bylaws or a relevant law say something about it), but if your bylaws do not authorize special meetings, then they're not appropriate. This, as a result, is a question of interpreting bylaws and applicable laws, not something we can answer out of RONR. 

[Tom Coronite]

1 hour ago, Joshua Katz said:

Well, that vacancy should have been filled when it occurred, but if it wasn't, the proper move is still to fill the VP vacancy, the person you fill it with becomes President, then you fill the VP vacancy again. 

Now that both President and VP positions are vacant, why wouldn't it be proper to fill both once, as opposed to filling the VP position twice?

[Richard Brown]

23 minutes ago, Tom Coronite said:

Now that both President and VP positions are vacant, why wouldn't it be proper to fill both once, as opposed to filling the VP position twice?

My opinion on this issue is the same. I am not aware of any provision in RONR which indicates that the vice president vacancy should be filled twice rather than simply filling each vacancy once. As with most other elections in which the president is elected first, I believe the proper procedure would be to fill the vacancy in the presidency first and then the vice president. If there is some authority to the contrary, I hope someone will cite it. 

[Josh Martin]

1 hour ago, Joshua Katz said:

If the bylaws are silent, then vacancies are filled by the body that originally selected the officer. Was that the board? If not, then the board had no such authority.

I would add that that the board also has the authority to fill vacancies if it has “full power and authority” to act between meetings of the membership.

1 hour ago, Guest Guest said:

We had both resign roughly the same time. We filled both seats but wanted to make sure it was done right.

Unless the bylaws grant the board the authority to fill vacancies, or grant it “full power and authority” to act for the society between meetings of the membership, the membership would fill the vacancies. Additionally, notice must be provided of the election to fill the vacancies.

33 minutes ago, Tom Coronite said:

Now that both President and VP positions are vacant, why wouldn't it be proper to fill both once, as opposed to filling the VP position twice?

I think they could both be filled “at once” (that is, in a single motion) if no member objected, but if a member objected, they would both be filled separately. It would seem logical, however, to elect the President first, then the Vice President. I agree there is no need to elect a VP twice.

[Richard Brown]

7 minutes ago, Josh Martin said:

I would add that that the board also has the authority to fill vacancies if it has “full power and authority” to act between meetings of the membership.

I was just about to make a separate post saying the same thing. The bylaws need not give the board the specific authority to fill vacancies if it gives the board full power and authority to act between meetings of the membership.

[Joshua Katz]

47 minutes ago, Tom Coronite said:

Now that both President and VP positions are vacant, why wouldn't it be proper to fill both once, as opposed to filling the VP position twice?

I don't think that matters, to be honest. But I'm not sure that the board has the power to fill the vacancies based on what we've been told.

 

19 minutes ago, Richard Brown said:

As with most other elections in which the president is elected first, I believe the proper procedure would be to fill the vacancy in the presidency first and then the vice president.

This, of course, is equivalent to filling the VP position twice - you might as well call the first person selected as VP the "President" because they're going to hold that position as soon as they assume office anyway.

14 minutes ago, Josh Martin said:

It would seem logical, however, to elect the President first, then the Vice President.

There's no difference. If everyone knows that the first person elected as VP is actually going to be President, you are filling the President position first.

[Josh Martin]

2 hours ago, Joshua Katz said:

This, of course, is equivalent to filling the VP position twice - you might as well call the first person selected as VP the "President" because they're going to hold that position as soon as they assume office anyway.

There's no difference. If everyone knows that the first person elected as VP is actually going to be President, you are filling the President position first.

Yes, it may well be that it is functionally equivalent to elect a VP twice, but why make things more complicated than they need to be?

Your original statement was that “Well, that vacancy should have been filled when it occurred, but if it wasn't, the proper move is still to fill the VP vacancy, the person you fill it with becomes President, then you fill the VP vacancy again.“

I am not aware of anything in RONR which supports this position. RONR provides that “In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president.” (RONR, 11th ed., pg. 458)

I suppose you are taking a very strict reading of this, and your interpretation is that this rule is applicable even if the Vice Presidency is vacant, and therefore the assembly must elect a Vice President, who then becomes President, and then the assembly elects a Vice President again.

I do not think this interpretation is supported by the text. It seems to me that the rule in question is obviously inapplicable if the office of Vice President is vacant, and in such a case, the usual rules for filling vacancies apply. I suppose the organization could fill the vacancy in the office of Vice President, with the understanding that this person will become President, but it also seems to me that the organization can and should simply directly fill the vacancy in the office of President.

[Atul Kapur]

I would suggest that if there is more than one vacancy to be filled at the same time, that they be filled in the order in which they are listed in the by-laws. This draws an analogy to page 436, lines 1 and 2

Edited April 8, 2019 at 05:04 PM by Atul Kapur
Finishing my thought

[Richard Brown]

12 minutes ago, Atul Kapur said:

I would suggest that if there is more than one vacancy to be filled at the same time, that they be filled in the order in which they are listed in the by-laws. This draws an analogy to page 436, lines 1 and 2

I agree.  That is the basis of my post several comments up suggesting that the vacancy in the presidency be filled first and then the vice president's vacancy.  I didn't say so in so many words, but it was based on the customary manner of listing the officers in the bylaws and the procedure usually followed in electing them.  The president is almost always listed first and is the officer usually elected first in elections.

[Joshua Katz]

1 hour ago, Josh Martin said:

I suppose you are taking a very strict reading of this, and your interpretation is that this rule is applicable even if the Vice Presidency is vacant, and therefore the assembly must elect a Vice President, who then becomes President, and then the assembly elects a Vice President again.

 

Yes, that is my interpretation, but I see no point in belaboring it any further since we all seem to agree on what should happen anyway, as you say:

1 hour ago, Josh Martin said:

Yes, it may well be that it is functionally equivalent to elect a VP twice, but why make things more complicated than they need to be?

 

It's not my position that we need to call it filling the Vice Presidency and then filling the Vice Presidency again. I have no objection to saying "we'll now elect a new President;" I just suspect that the mechanics are better described the way I describe them when being technical. 

I do object, though, to the board filling any vacancies if not empowered to do so, either explicitly or, as you note, through a more general grant of power.

[Gary Novosielski]

7 hours ago, Tom Coronite said:

Now that both President and VP positions are vacant, why wouldn't it be proper to fill both once, as opposed to filling the VP position twice?

It is a distinction without a (significant) difference.  

Since there are two offices to be filled, they should be done in the order in which they appear in the bylaws, typically president and then VP.  But if VP is filled first, and becomes president immediately there is no longer a vacancy in the presidency, so a second vote for VP would be required.

In any case, the first person named will end up being president, and the second will be VP.