Existing Officer Running for A Different Office +

[Guest BDEIG Parlie]

The scenario:

Board Structure:

Pres, Pres Elect, Secretary, Treasurer, Seminar Chair, Seminar Chair Elect, Newsletter Editor, Membership Chair, Past President, Website Chair

The President stepped down a month ago, the Pres Elect became Pres.  Our election is in June.  Normally the Past Pres would rotate out at this time.  She wishes to run for a different office.  If she is on the ballot and does not win, can she stay on as Past Pres?   

Our bylaws don't address this situation, and I cannot find anything in RR.  I'm pretty "green" at this.

Thank you! 

[Richard Brown]

26 minutes ago, Guest BDEIG Parlie said:

The President stepped down a month ago, the Pres Elect became Pres.  Our election is in June.  Normally the Past Pres would rotate out at this time.  She wishes to run for a different office.  If she is on the ballot and does not win, can she stay on as Past Pres?   

Please tell us precisely, exactly what the bylaws say about the "past president" being on the board.  Please quote exactly, don't paraphrase.  I'm particularly interested in whether the bylaws refer just to a generic "past president", of which you might have many,  or do they refer SPECIFICALLY to the immediate past president?

Aside from what the bylaws say, what has been the custom?  Has this society interpreted the provision to mean the "immediate past president" or to mean any past president?

Ultimately, it is up to the members of your organization to interpret its own bylaws.  For what it's worth, if the bylaws refer to the "immediate past president" or if that is the way your organization interprets it, most of us who  post frequently on this forum are of the opinion that the term "immediate past president", without being qualified in any way, means the person who was most recently president,  regardless of how long  that person was president and regardless of why he or she left office.

Edited to add:  Most of us are of the opinion that If the current president leaves office, regardless of the reason, that person instantly becomes the immediate past president.   Your organization  must ultimately make that determination based on how you interpret your bylaws.

Edited April 5, 2020 at 06:31 PM by Richard Brown
Added last paragraph

[Atul Kapur]

Why is the person who stepped down as president not your past president? As Mr Brown has noted, the exact language regarding this position will be important to review.

More generally, a person on the board does not need to resign from that position in order to run for another one.

 

[Guest Guest BDEIG Parlie]

The Past Pres is the immediate Past President and we have no other officers designated as "Vice President" or "President Elect".  We are a small needlework guild and our bylaws were written by, well, amateurs (like me).  Here is what the bylaws say about our officers.  We haven't had this exact circumstance in the past.  Thank you for your help.

 

Article IV: OFFICERS

President, President-elect, Seminar Chair, Seminar Chair-elect, Secretary, Treasurer, Past President, Membership, Newsletter Editor, Website Chair.

A.    These officers make up the executive board and will meet at least twice a year. The president may call additional e-board meetings.

B.    Any BDEIG member who handles guild money must be bondable.

C.    The office of president consists of a one-year term, renewable one time in consecutive years.

D.    The office of president-elect consists of a one-year term, renewable once, coordinated with the office of president.

E.    The office of seminar chair consists of a one-year term, renewable one time.

F.    The office of seminar chair-elect consists of a one-year term, renewable once, coordinated with the office of seminar chair.

G.    The offices of secretary, treasurer, membership, website, and newsletter editor are elected for one-year terms, renewable.

H.    Each officer shall communicate with, and be responsible to, the president.

I.      Each officer shall maintain a notebook with information and important papers, to be submitted to the president before the end of the fiscal year.

J.     Non-compliance with the duties of any office will result in loss of any future office or chairmanship.

K.    Any officer unable to fulfill the duties of the office must step aside for the Good of the Order.

1.     Reference: Robert’s Rules of Order

2.     Decision shall be made by quorum of the executive board

L.     The officers and their duties are

1.     President

a.     presides over board meetings and the annual meeting

b.     acts as an ex-officio member of all committees, except the nominating committee

c.     appoints new officers (with executive board approval) if any resign mid-term or are unable to fulfill the office’s responsibilities

d.     appoints chairs as needed for the current fiscal year’s standing committees

1)    Auditor - reviews the guild’s financial records

2)    Conduct - monitors any guild member’s activity that may be detrimental to the guild

3)    Education - prepares educational pages for inclusion in the BDEIG newsletter

4)    Facilities Coordinator - processes seminar site questionnaires

5) Historian - maintains notebooks of pictures and historical items  

6) Nominating

a)   presents complete ballot for publication in the May
      newsletter

b)   cannot be a board member or run for office

7)    Parliamentarian - guides the procedure of guild meetings

😎    Publicity - promotes all Guild activities

9) Standards - reviews guild records

      10)   Teacher Liaison - acts as intermediary between students,
        teachers, and seminar chair

11)  Ways & Means - oversees guild fund-raising processes

12) Other committees as needed

e.             submits a president’s letter for each guild newsletter

f. mentors the president-elect

g. executes any other duties of the office as prescribed by
Robert’s Rules of Order

       2.    President-elect

a. assists and works closely with the president as an intern until
becoming president

b.     assumes the presidency if the president is unable to fulfill
        responsibilities of the office

c.      oversees Ways & Means at seminar

3.     Seminar Chair

a.       co-ordinates all seminar responsibilities

b.       appoints seminar committees as needed

c.       works within parameters set by the budget committee

d.       obtains executive board approval for major seminar decisions

e.       mentors the seminar chair-elect

       4.     Seminar Chair-elect

        a.      assists and works closely with the seminar chair as an intern

       5.     Secretary

        a.      records minutes of every meeting, including electronic meetings
         and, if absent, finds an executive board substitute to record the
         minutes

        b.      keeps a record of standing rules and bylaws, including
          appropriate dates

        c.       presents minutes of the general meeting to the newsletter editor
          for publication

       6.     Treasurer

        a.       supervises all receipts and expenditures and handles financial
                 arrangements for the guild

        b.       appoints and chairs budget committee, with executive board
                 approval

c.             presents detailed financial reports for each Guild newsletter

7.     Past President

a.      serves until current president’s term is completed

b.      conducts scholarship award process

8.     Membership

a.      maintains a record of current members and their status

b.      processes member applications, renewals, and dues

c.      deposits or transfers funds to treasurer

d.      presents permanent membership card to past president

9.     Newsletter Editor

a.      publishes and distributes newsletters to members quarterly

b.      transfers advertising funds to treasurer regularly

10.  Website Chair

a. works with the officers to obtain website content

b. publishes website updates to chapters and at-a-glance at least
quarterly

c. publishes website updates to seminar (upcoming classes and
prior year photos) annually

d. publishes other website updates as needed and or as requested by the board

e.     ensures the website is in good working order (June 2016)

 

Article V: ANNUAL MEETING AND SEMINAR

A.    The annual business meeting of the guild membership will be held during each year’s seminar for the purpose of electing officers and completing other business necessary for the Good of the Guild.

B.    BDEIG membership is a requirement for seminar registration.

C.    Only current members are entitled to vote.

 

Article VI: ELECTIONS

A.    Elections will be by paper or electronic ballot published in the May newsletter.

B.    Elections will be held at the annual business meeting.

C.    Names of nominees and letters of acceptance must be received by the nominating chairman as directed in the February newsletter. There will be no nominations from the floor at the annual business meeting.

D.    Ballots must be delivered to the nominating chairman as directed in the May newsletter.

E     Ballots will be opened and counted immediately before the annual meeting by a member at large and two executive board members, to be chosen by the past president.

F.    Candidates for office will be elected by a majority vote of all ballots received. The number of votes will be private. Only the names of each candidate with the majority of votes will be announced.

G.    New officers will assume their responsibilities on July 1.

 

[Guest Guest BDEIG Parlie]

Atul Kapur, The person who vacated the office of President didn't step down, she resigned from the board.  

[Gary Novosielski]

6 hours ago, Guest BDEIG Parlie said:

The President stepped down a month ago, the Pres Elect became Pres.  Our election is in June.  Normally the Past Pres would rotate out at this time.  She wishes to run for a different office.  If she is on the ballot and does not win, can she stay on as Past Pres?   

 

When the Pres Elect became Pres, the departing President became the immediate past president, unless you have specific rules to the contrary.  And I'm assuming here that the office of Past President is actually an office almost always referred to (or assumed to be) Immediate Past President

If the penultimate past president wishes to run for office she is free to do so, but regardless of the outcome, she is already not the immediate past president.

But let's say hypothetically that you had some rule in the bylaws that says she is still in that office.  In the general case, a person who properly holds a current office can run for a different office without the need to resign from the currently held office, at least until the results of the election are known, and sometimes longer.  Exceptions may apply, since the devil is often in the details.

Edited April 6, 2020 at 12:46 AM by Gary Novosielski

[Atul Kapur]

2 hours ago, Guest Guest BDEIG Parlie said:

Atul Kapur, The person who vacated the office of President didn't step down, she resigned from the board.  

By itself, that does not disqualify the resigning president from becoming the Past President anyway. However, your bylaws, while not explicit, specify the completion of the president's term (IV. L. 7. a). So I'd say your past president is the same person who it was before the resignation. And none of this changes the fact that the past president can keep that position and run for another one. If the person is elected to a second position, they can keep both positions but would only have one vote at board meetings.

 

 

Edited April 6, 2020 at 01:09 AM by Atul Kapur

[Atul Kapur]

21 minutes ago, Gary Novosielski said:

When the Pres Elect became Pres, the departing President became the immediate past president, unless you have specific rules to the contrary.

I interpret the bylaws that were provided as being, "specific rules to the contrary," because of the reference to completion of the president's term. 

Edited April 6, 2020 at 01:01 AM by Atul Kapur

[Byron Baxter]

Perhaps your organization would be better served if there was an office of Vice-President. Under your circumstances  the VP  would serve the remaining term of the president while the President-Elect would remain in that position until becoming president at the end of the term.

 

[Atul Kapur]

4 hours ago, Byron Baxter said:

the VP would serve the remaining term of the president

I'm curious as to why you are suggesting this. RONR recognizes that groups with a president-elect usually provide for that person to fill any vacancy in the president's office. (11th ed., p.457, lines 22-26) Why do you think the other way is better?

[Richard Brown]

17 hours ago, Atul Kapur said:

However, your bylaws, while not explicit, specify the completion of the president's term (IV. L. 7. a). So I'd say your past president is the same person who it was before the resignation. And none of this changes the fact that the past president can keep that position and run for another one. If the person is elected to a second position, they can keep both positions but would only have one vote at board meetings.

I agree with the first part of the quote above but not with the last sentence, which I have bolded.  The relevant bylaw language provides as follows: 

7.     Past President

a.      serves until current president’s term is completed

 

Based on that bylaw language, I agree that the person who was serving as "past president" prior to the president's resignation continues to be the "past president" until the present term of the president is completed.  The president who resigned did not complete her term and that term has still not been completed.  The president-elect is  completing that term.

However, once the current term ends, it is my opinion that the former president who resigned automatically becomes the past president and would replace the past president who is currently serving in that capacity.  The  currently serving past president may, of course, run for a different board position, but upon completion of the current board term, she would lose her board position of past president.  Based on the bylaw language, the person who resigned as president would become past president when the current terms end. Nothing in the bylaws requires her to complete the term. To the contrary, the bylaws say that the past president "serves until the current president's term is completed".  It will be completed when the term ends per the bylaws.

Perhaps that bylaw provision is open for interpretation, in which case it is up to this organization to interpret it, but that it my interpretation.  Nothing requires that a person serve a full term as president in order to become a "past president" for purposes of serving on the board.  It just says that a person doesn't become "past president" for purposes of serving on the board as past president until the current term of office of the president ends. 

 

Edited April 6, 2020 at 06:49 PM by Richard Brown
Typographical correction

[Atul Kapur]

2 hours ago, Richard Brown said:

It just says that a person doesn't become "past president" for purposes of serving on the board as past president until the current term of office of the president ends. 

I must respectfully disagree. The bylaws do not say "the current term of office of the president ends".

They say the "current president's term is completed."

The president who resigned is no longer the "current president." The current president is the person who is currently president. That is not the person who resigned.

[Richard Brown]

5 minutes ago, Atul Kapur said:

I must respectfully disagree. The bylaws do not say "the current term of office of the president ends".

They say the "current president's term is completed."

The president who resigned is no longer the "current president." The current president is the person who is currently president. That is not the person who resigned.

Then I suppose we disagree as to the effect of the bylaw provision.  If the provision is ambiguous or susceptible to two or more reasonable interpretations, then it is up to this organization itself to interpret the provision.  The provision could certainly be drafted so as to remove the ambiguity.

[Byron Baxter]

17 hours ago, Atul Kapur said:

I'm curious as to why you are suggesting this. RONR recognizes that groups with a president-elect usually provide for that person to fill any vacancy in the president's office. (11th ed., p.457, lines 22-26) Why do you think the other way is better?

I agree with the reference from p. 457 and make note of the words "usually provide."  If it is not provided, then p.457 ll. 26-28 provide:

Unless such provision is made, the first vice-president would preside or complete the president's term.

I believe the first vice-president provides a more orderly process. If the president's position is filled by the president-elect, the president-elect vacancy must be filled by an election. A presidential vacancy would most likely be sudden or unexpected.  The organization could then be forced into a hasty decision to fill the office of president-elect.

Organizations can decide which procedure they prefer. My choice is only personal preference.

[Atul Kapur]

3 hours ago, Byron Baxter said:

If the president's position is filled by the president-elect, the president-elect vacancy must be filled by an election.

. . . The organization could then be forced into a hasty decision to fill the office ofpresident-elect.

In my experience, most organizations that have a president-elect specify that this person would fill the vacancy, serve the remainder of their predecessor's term, and then remain as president for what would have been their usual term. In other words, the vacancy in the position of president elect is not filled until the usual time for elections.

Edited April 7, 2020 at 01:42 PM by Atul Kapur

[Richard Brown]

1 hour ago, Atul Kapur said:

In my experience, most organizations that have a president-elect specify that this person would fill the vacancy, serve the remainder of their predecessor's term, and then remain as president for what would have been their usual term. In other words, the vacancy in the position of president elect is not filled until the usual time for elections.

I agree.  That is my experience as well. I will also note, for Mr. Baxter's benefit, that it is not unusual for organizations to provide for a president-elect.  The whole purpose of having a president-elect is so that person can be preparing to become president.

Edited April 7, 2020 at 03:15 PM by Richard Brown
Added last sentence

[Guest Dar]

On 4/5/2020 at 2:09 PM, Atul Kapur said:

More generally, a person on the board does not need to resign from that position in order to run for another one.

Making sure I understand the 'More generally' comment above: if during elections the Board secretary is nominated for the President's position; and is not successful; that person can still remain as the Board Secretary?  This is for a not-for-profit continuing housing cooperative. The RONR, our Bylaws and the Cooperatives Act is silent if a current board members' position is automatically vacated if that person runs for another board position and is not successful.

[Josh Martin]

29 minutes ago, Guest Dar said:

Making sure I understand the 'More generally' comment above: if during elections the Board secretary is nominated for the President's position; and is not successful; that person can still remain as the Board Secretary?

Assuming the person's term as Board Secretary has not ended, yes.

30 minutes ago, Guest Dar said:

The RONR, our Bylaws and the Cooperatives Act is silent if a current board members' position is automatically vacated if that person runs for another board position and is not successful.

Then the positions are not automatically vacated.