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Rick Range

Removal of Officer

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The Secretary of our organization has decided to retire. I asked her to provide a letter of resignation, but she has not done so. She has not attended any of our recent meetings. She was originally appointed to the position due to a resignation. 2020 starts the beginnng of a new 2 year term. How can she be replaced quickly?

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The preferred method would be to get an acknowledgement of her intent to resign. A letter of resignation or a verbal statement given at a meeting would be sufficient unless your rules prescribe some other method. Absent that, what do your bylaws say - exact wording please - about the term of office for the secretary?

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Thank you for responding.

Exact Bylaw wording is:

Terms of Office: Term Limits is 3

Secretary - 2 year term

OFFICERS:     (SERVE 2 YEAR TERM)                                                  Term Ends         Term

PRESIDENT:                              Rick Range                                           12/21                  1st

VICE PRESIDENT:                    Jeremy Cripe                                        12/20                  1st   

SECRETARY:        3/1/19      * Deloise King   [D.Mueller 2/15/19    12/20                  2nd 

                         

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16 minutes ago, Rick Range said:

Thank you for responding.

Exact Bylaw wording is:

Terms of Office: Term Limits is 3

Secretary - 2 year term

OFFICERS:     (SERVE 2 YEAR TERM)                                                  Term Ends         Term

PRESIDENT:                              Rick Range                                           12/21                  1st

VICE PRESIDENT:                    Jeremy Cripe                                        12/20                  1st   

SECRETARY:        3/1/19      * Deloise King   [D.Mueller 2/15/19    12/20                  2nd 

                         

That's the exact wording? No complete sentences? That seems rather doubtful, but I have seem some strange bylaws, so I suppose it could be. But where ddo the staggered terms come form? That's not in the provisions you listed.

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I agree with Mr. Merritt that terms described in that exact manner in the bylaws would be very unusual - are you certain those are the exact descriptions as stated in your bylaws?

If they are, however, then the only way to remove the secretary from office is through the rather involved procedures specified in Section 62, Chapter 20 of RONR (pp. 650-669), unless your rules set out a different procedure. It's clear that this would make it all the more  imperative to get your secretary to submit a resignation letter. If she's intent on resigning anyway, why would she resist communicating that fact in writing?

There is one other possibility if your current secretary has, in effect, abandoned the position. You could elect a secretary pro tem to take over the secretary's duties (primarily recording minutes of meetings), either on a per meeting basis, or for several meetings at one time, until the current term expires on 12/2020. This latter option requires previous notice of the election.

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19 hours ago, Rick Range said:

The Secretary of our organization has decided to retire. I asked her to provide a letter of resignation, but she has not done so. She has not attended any of our recent meetings. She was originally appointed to the position due to a resignation. 2020 starts the beginnng of a new 2 year term. How can she be replaced quickly?

Following up on the comments by messrs Lages and Merritt, do your bylaws contain any language to the effect that officers serve until their successors are elected?  If so, please quote the ENTIRE provision VERBATIM.

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1 hour ago, Rick Range said:

Thank you for responding.

Exact Bylaw wording is:

Terms of Office: Term Limits is 3

Secretary - 2 year term

OFFICERS:     (SERVE 2 YEAR TERM)                                                  Term Ends         Term

PRESIDENT:                              Rick Range                                           12/21                  1st

VICE PRESIDENT:                    Jeremy Cripe                                        12/20                  1st   

SECRETARY:        3/1/19      * Deloise King   [D.Mueller 2/15/19    12/20                  2nd 

                    

I am skeptical that this is truly the exact wording of the bylaws. (And it if it is the exact wording, I think the bylaws could use some amending.)

If we assume that this is the exact wording (or at least a close enough approximation), then my answer to the original question would be as follows:

First, I would continue to attempt to have the Secretary submit a proper resignation. A resignation may be submitted orally at a meeting or in writing to the Secretary (which is not possible here) or the appointing power. If such a resignation is submitted, the resignation must then be accepted by the body empowered to fill vacancies, and the vacancy may then be filled at the next regular meeting or at a special meeting called for the purpose. Notice must be given of the election to fill the vacancy. Notice may be given orally at the previous regular meeting (if within a quarterly interval) or included in the call of the meeting. Check your bylaws to see if they say anything regarding filling a vacancy. If they are silent, the vacancy is filled by the same body which elected the Secretary to begin with. Alternately, if the bylaws grant the board full power and authority to act for the society between its meetings, the board may fill the vacancy.

If the Secretary fails to submit a proper resignation, the next option would be to remove the Secretary from office. Check your bylaws to see if they say anything about this. If not, the membership would need to conduct the formal disciplinary procedures discussed in Section 63 of RONR, 11th ed. If and when the Secretary is removed, the vacancy would be filled as discussed above.

In any event, a Secretary Pro Tempore should be elected at each meeting to perform the duties of the Secretary in connection with meetings until a new Secretary can be elected. Notice may also be provided of an election to choose a Secretary Pro Tempore for a period longer than one meeting, which may be prudent if it is expected that electing a new Secretary will take some time.

Edited by Josh Martin

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This issue is now resolved as the Secretary has tendered a written resignation. I just took over this organization and plan on rewriting the bylaws. Thanks to all for responding.

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8 hours ago, Rick Range said:

Thank you for responding.

Exact Bylaw wording is:

Terms of Office: Term Limits is 3

Secretary - 2 year term

OFFICERS:     (SERVE 2 YEAR TERM)                                                  Term Ends         Term

PRESIDENT:                              Rick Range                                           12/21                  1st

VICE PRESIDENT:                    Jeremy Cripe                                        12/20                  1st   

SECRETARY:        3/1/19      * Deloise King   [D.Mueller 2/15/19    12/20                  2nd 

                         

Your bylaws contain the names of the officers?   That makes no sense.

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Guest Zev
49 minutes ago, Gary Novosielski said:

Your bylaws contain the names of the officers?

If this data is actually in the bylaws then this is the first time I have ever seen or heard of such a thing anywhere.

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