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Guest MPT

can a president resign from his position but remain on the BOD

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Guest MPT

We have a president who, for personal reasons, cannot continue with the responsibility of his position. Can the BOD accept his resignation and assign him to a regular BOD position or a past president advisory position in this case?

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he was elected by the membership. the nominating committee brought forth his name and he was voted into the position, uncontested.

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4 minutes ago, MPT said:

he was elected by the membership. the nominating committee brought forth his name and he was voted into the position, uncontested.

Let's try this a different way.  Was he  elected president directly by the membership?  Or was he elected by the membership to the board and then the board elected him president?

 

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He was elected directly to the presidents position. a nominating committee was formed and they put out a slate to the membership and the membership voted to approve these people to their positions. 

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1 minute ago, MPT said:

He was elected directly to the presidents position. a nominating committee was formed and they put out a slate to the membership and the membership voted to approve these people to their positions. 

OK, thanks!  In that case, he is on the board by virtue of being president.  If he resigns as president, he automatically ceases to be a member of the board.  A new board position cannot be created for him without authorization in the bylaws.  He may, however, be permitted by the board to attend and to participate in board meetings as a guest, without the right to vote.

If, as in some organizations, he had been elected by the membership to the board, and then the board elected him president from among its own members, he would be able to resign as president and stay on the board because he was (is) on the board by virtue of having been elected to the board by the membership. 

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thank you for the response. Final question, can this president sit in a past president position? this seems to be allowed via our bylaws. 

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9 minutes ago, MPT said:

thank you for the response. Final question, can this president sit in a past president position? this seems to be allowed via our bylaws. 

What exactly do your bylaws say about a "past president" position?   Please quote exactly, don't paraphrase.  As I said in an earlier post, he can be permitted to attend and participate as a guest without the right  to vote.  The extent to which that might be permitted is up to the board as a whole.

This person might become a past president or even the "immediate past president" the instant his resignation is accepted, but your organization does not have and cannot have such an official officer (or board) position for such a person unless it is expressly provided for in the bylaws.  He might be a past president, but that is meaningless unless your organization has an officially created position of "past president" or "Immediate past president".  

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ARTICLE III – Directors and Officers

SECTION 1. Board of Directors

The Board shall be composed of the President, Vice President, Secretary, Treasurer, Past President, and four other
persons, all of whom shall be members in good standing who are residents of the United States. They shall be elected for two-year terms at the Club’s Annual Election as provided in Article IV, and shall serve until their successors are elected. The exception being the Past President may serve an additional one- (1) year term as a Board member in an advisory capacity who can participate in regular meetings (not executive sessions) with no voting rights nor ability to make motions during these meetings. General management of the Club’s affairs shall be entrusted to them.

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Based on these facts, it appears that when this person resigns as President, he will automatically become Past President (no need for anyone to “allow” him to) and will serve in that position for one year - but in an advisory capacity, without the right to vote, to make motions, or to attend executive session.

The board cannot have him serve in a “regular” BOD position unless such a position is (or becomes) vacant and the board is authorized to fill such vacancies. It is conceivable that this will occur, since the resignation of the President will cause the Vice President to become President and the position of Vice President to become vacant, and one of the “regular” board members may well be chosen to fill that vacancy.

Edited by Josh Martin

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37 minutes ago, MPT said:

The Board shall be composed of the President, Vice President, Secretary, Treasurer, Past President, and four other
persons, all of whom shall be members in good standing who are residents of the United States. They shall be elected for two-year terms at the Club’s Annual Election as provided in Article IV, and shall serve until their successors are elected. The exception being the Past President may serve an additional one- (1) year term as a Board member in an advisory capacity who can participate in regular meetings (not executive sessions) with no voting rights nor ability to make motions during these meetings. General management of the Club’s affairs shall be entrusted to them.

 

22 minutes ago, Josh Martin said:

Based on these facts, it appears that when this person resigns as President, he will automatically become Past President (no need for anyone to “allow” him to) and will serve in that position for one year - but in an advisory capacity, without the right to vote, to make motions, or to attend executive session.

I don't know that that is necessarily true.  The bylaws provide for the position of "Past President", not "Immediate Past President".  There is presumably a past president in that position now.  Does the current president automatically replace the current past president?   It seems to me any of the living past presidents may be chosen to serve in that capacity... but the bylaw  provision we have been shown contains no provisions for how this "past president" position is filled.  Perhaps they interpret it to be the immediate past president, but that is not what it says.  I'm also concerned about the language which says the past president continues to serve for an additional year.  Does that give him three years on the board as past president?  Only one year past his term as president?  It is not at all clear who fills that position, or for how long, or how the person is selected.  Perhaps there is another bylaw provision which clarifies this.

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I agree with Mr. Brown. The Past President is listed as a member of the Board the same as the others. In addition, there is an exception to allow the Past Prez to serve an additional year in an advisory capacity.

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4 hours ago, Richard Brown said:

I don't know that that is necessarily true.  The bylaws provide for the position of "Past President", not "Immediate Past President".  There is presumably a past president in that position now.  Does the current president automatically replace the current past president?   It seems to me any of the living past presidents may be chosen to serve in that capacity... but the bylaw  provision we have been shown contains no provisions for how this "past president" position is filled.  Perhaps they interpret it to be the immediate past president, but that is not what it says.  I'm also concerned about the language which says the past president continues to serve for an additional year.  Does that give him three years on the board as past president?  Only one year past his term as president?  It is not at all clear who fills that position, or for how long, or how the person is selected.  Perhaps there is another bylaw provision which clarifies this.

My interpretation of it is that the term “Past President” refers to the immediate Past President and that the phrase “one additional year” refers to one year past the person’s service as President, rather than it referring to an elected position with a three year term which is filled, by an unspecified body, from among the persons who have served as President at any time in the past. I agree, however, that the wording of this provision is somewhat unusual and that there is ambiguity in this matter, which is ultimately up to the society to resolve.

I would suggest the society ultimately resolve these issues by striking all of the language concerning the Past President.

Edited by Josh Martin

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@Josh Martin: I agree with your interpretation and I think anything beyond that is a stretch of the imagination.

 

6 hours ago, Atul Kapur said:

I agree with Mr. Brown. The Past President is listed as a member of the Board the same as the others. In addition, there is an exception to allow the Past Prez to serve an additional year in an advisory capacity.

As I read it, the exception is that the Past President  is the only one not elected at the AGM, and serves for only a one year term, not two. 

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