President Resigns and Vice President has been absent

[Paloma Zendt]

Our small organization has a conundrum that is not addressed by our bylaws. We defer to Robert's Rules in that case, so this is the situation.

Our VP has been absent for more than three consecutive board meetings placing him out of order according to our bylaws. Our President brought this topic up to him back in May and informed him that he may be asked to leave the board under these circumstances. His response: "Do what you need to do." As far as we know, she never made that official pronouncement.

Fast forward. Our last meeting was in May, then the June meeting was cancelled by agreement. In June and July the board failed to gather a quorum, so the meetings could not be held. Now, our President has resigned effective immediately, handing the reins to our out of order VP. We have asked for an emergency meeting of remaining board members to be called, but we hear nothing from the VP. Yes, we have a mess on our hands.

We would like to go ahead and call that meeting and not wait for the VP. Time is of the essence and he has been AWOL for most of 2019. What is our point of order in this situation? We are a little stumped.

Thanks for your input.

[Richard Brown]

33 minutes ago, Paloma Zendt said:

Our small organization has a conundrum that is not addressed by our bylaws. We defer to Robert's Rules in that case, so this is the situation.

Our VP has been absent for more than three consecutive board meetings placing him out of order according to our bylaws. Our President brought this topic up to him back in May and informed him that he may be asked to leave the board under these circumstances. His response: "Do what you need to do." As far as we know, she never made that official pronouncement.

Fast forward. Our last meeting was in May, then the June meeting was cancelled by agreement. In June and July the board failed to gather a quorum, so the meetings could not be held. Now, our President has resigned effective immediately, handing the reins to our out of order VP. We have asked for an emergency meeting of remaining board members to be called, but we hear nothing from the VP. Yes, we have a mess on our hands.

We would like to go ahead and call that meeting and not wait for the VP. Time is of the essence and he has been AWOL for most of 2019. What is our point of order in this situation? We are a little stumped.

Thanks for your input.

First, your question should actually be posted in the general discussion forum, not in the advanced discussion forum.  Don't be surprised if it gets moved by a moderator.

Second, what EXACTLY do your bylaws say about calling special meetings?

Third, EXACTLY what do your bylaws say about a quorum of the board at board meetings?  Does it look  like you will have a quorum?

Fourth, EXACTLY what do your bylaw say about required attendance at board meetings and being "out of order" (or perhaps not in good standing)?

Fifth, what, if anything, do your bylaws say about resignations?

Please  quote the bylaw provisions exactly, don't  paraphrase.

[Byron Baxter]

If a quorum is present, but there is no President or VP in attendance, couldn't another officer call the meeting to order and move a Chair Pro Tem be appointed?

 

[Richard Brown]

3 hours ago, Byron Baxter said:

If a quorum is present, but there is no President or VP in attendance, couldn't another officer call the meeting to order and move a Chair Pro Tem be appointed?

 

 Yes, but I believe the original poster has bigger issues then that. According to RONR , if both the President and Vice President are absent, the secretary should call the meeting to order and then the first order of business would be the election of a chairman Pro Tem. If the secretary is absent, then any member could call the meeting to order.

 Edited to add:  technically, the chairman Pro Tim isn't appointed but is elected. However, the person who calls the meeting to order, or another member, could move that  a certain member serve as chair pro tem by unanimous consent without objection.

Edited August 18, 2019 at 02:54 PM by Richard Brown
Added last paragraph

[Dan Honemann]

37 minutes ago, Richard Brown said:

However, the person who calls the meeting to order, or another member, could move that  a certain member serve as chair pro tem by unanimous consent without objection.

I don't think you really meant to say this in exactly this way. 🙂

[Richard Brown]

1 hour ago, Daniel H. Honemann said:

I don't think you really meant to say this in exactly this way. 🙂

Well, since I did say it that way, it is probably the way I intended to say it, but I concede that I struggled with it as I was typing (and re-typing) it and that I still did not say it very eloquently or precisely correctly. I flubbed it.

So, instead, how about I quote directly from "The Book".  Here is what RONR says about it on page 453:

. . . If neither the president nor any vice-president is present, the secretary—or in the secretary's absence some other member—should call the meeting to order, and the assembly should immediately elect a chairman pro tem to preside during that session. Such office is terminated by the entrance of the president or a vice-president, or by the adoption of a motion to "declare the chair vacant and proceed to elect a new chairman" (see pp. 651–52).

A chairman pro tem may, of course, be elected by unanimous consent if there are no other nominees.  It has been my experience that in the vast majority of such situations, that is exactly what happens.  In my experience, it is very rare for there to be a contested election for chairman pro tem... just as there is rarely a contested election for a secretary pro tem.

I will also point out that appointment of a chairman pro tem is probably not possible in this case because the OP has already told us that they do not expect either the president or vice president to be present.  If one of them is in fact present, and hasn't resigned from office,  then he can designate someone as chairman pro tem and that person is automatically "appointed" if there  are no other nominees.  But, to be precise, here is the language from pages 452- 453 of RONR on that point:

If the president vacates the chair during a meeting and no vice-president is available, he can, subject to the approval of the assembly, as explained on page 395, appoint a temporary chairman who is called the chairman pro tempore, or chairman pro tem. The return of the president, the arrival of a vice-president, or the first adjournment puts an end to this appointment, and the assembly can terminate it even earlier by the adoption of a motion to "declare the chair vacant and proceed to elect a new chairman" (see pp. 651–52). The regular presiding officer, knowing that [page 453] he will be absent from a future meeting, cannot in advance authorize another member to preside in his place.

The explanation on page 395 says, when explaining who the chairman should turn the chair over to if he wishes to participate in debate:

a)    to the highest-ranking vice-president present who has not spoken on the question and does not decline on the grounds of wishing to speak on it; or
 b)    if no such vice-president is in the room, to some other member qualified as in (a), whom the chair designates (and who is assumed to receive the assembly's approval by unanimous consent unless member(s) then nominate other person(s), in which case the presiding officer's choice is also treated as a nominee and the matter is decided by vote). (Emphasis added)

Does that cover it? 

Edited to add:  The purpose of my comment that you took issue with was actually just to explain to Byron Baxter that a chairman pro tem in this case is not to be should not be appointed, but rather is to be should be elected.

Edited August 18, 2019 at 04:44 PM by Richard Brown
Added last paragraph and then edited it as indicated

[Guest Paloma Zendt]

FIRST, Richard Brown, thank you for informing me of the posting protocol. Here are the answers to the questions posed:

12 hours ago, Richard Brown said:

Second, what EXACTLY do your bylaws say about calling special meetings? 

Section 1. Regular meetings of [org] shall be held at least quarterly and may be held more often as determined by the Board of Directors. Special meetings may be called by the President or any five (5) members. Notification of meetings shall be provided to all members at least three (3) days in advance.

This section refers to regular meetings of the general membership. There is no reference to emergency meetings called by the board of directors.

13 hours ago, Richard Brown said:

Third, EXACTLY what do your bylaws say about a quorum of the board at board meetings?  Does it look  like you will have a quorum?

The word quorum is mentioned exactly once in the body of our bylaws, again in reference to general membership meetings. At the board level, we have been treating a simple majority as a quorum. Yes, it looks like we will have a quorum.

Section 2.  The members present at a meeting shall constitute a quorum for voting purposes. A member vote on any matter may also be conducted by mail and/or electronic message. Proxy voting is not allowed.  

14 hours ago, Richard Brown said:

Fourth, EXACTLY what do your bylaw say about required attendance at board meetings and being "out of order" (or perhaps not in good standing)?

15 hours ago, Richard Brown said:

Fifth, what, if anything, do your bylaws say about resignations? 

Section 6.  Vacancies in office shall be handled as follows:  
 A. In the event the President is unable to complete his or her term, the Vice President shall become the President for the unexpired portion of the term.
 B. The Board of Directors shall fill vacancies in offices other than the President for the unexpired term.
 C. Unexcused absences as determined by the Board of Directors from three (3) Executive and/or membership meetings shall constitute a vacancy of office.

 

Thank you for your help. It is our goal to make a smooth transition in the best interests of our member organization.

 

 
 
 

 

[Guest Paloma Zendt]

I should also add that our Secretary has also had numerous unexcused absences and the President had also planned to ask for his resignation. He is planning to attend today (we shall see) and we will ask for his resignation as well. The Treasurer has officially called for an emergency meeting at 6 pm today via email and follow-up text.

 

[Chris Harrison]

If your Bylaws don't specifically provide for Special (Board) Meetings then you unfortunately can't have them (RONR p. 92) so anything you do in tonight's meeting would be null and void (RONR p. 251[a]).  I would suggest you cancel it and get a Special Meeting of the  General Membership set up as soon as possible.

[Dan Honemann]

Mr. Brown, I was simply noting that no member can properly move "that a certain member serve as chair pro tem by unanimous consent without objection", as you suggested.