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Stan Duffy

Resigned President becomes Past President?

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Here is an extract from our Bylaws.

"Officers and Board of Directors:

The Officers of this Association shall consist of President, Vice-President, Secretary and Treasurer. They shall be elected at the annual general meeting and voted for separately by ballot, and shall receive the majority of all votes cast. They shall hold office for two years and until their successors are selected. They shall be eligible for re-election, with the exception of the President, who is eligible for two consecutive 2 year terms only.

President

The President shall appoint all standing committees. He shall be Chairman at regular meetings and Board of Directors meetings. He shall have one vote. In the event of a tie, the President has one additional vote to break the tie. 

Vice-President .......... Secretary.....Treasurer.... (statements of their roles) ...

Past President

The Past President, as long as he remains active in the Association, unless elected to the Board of Directors, shall be an ex-officio member of the Board of Directors for the duration of the incoming President’s term. He shall have one vote.

Vacancies :

When a vacancy occurs on the Board of Directors, the President shall appoint a member who is in good standing to fill the vacancy for the unexpired term. Such appointment shall be ratified by a majority vote of the Board of Directors. Should the vacancy occur in the Presidency, the Vice-President shall succeed for the remainder of the unexpired term. In the event these two Officers shall become unavailable, the members shall elect their successors for the remainder of the term, at the next regular meeting."

Traditionally, when our President has served their 2 terms that President has become our Past President on the Board.

Our President, VP and Past President all resigned recently just prior to our election for a new President and VP. A new President and VP have been elected.

We are wondering what happens to the position of Past President. Does the President who resigned have a rightful claim to becoming the Past President since he did not serve out his term but resigned before he was replaced? Should the new President appoint someone to fill that position? Should the position remain vacant until our new president is himself replaced? Our Bylaws do not state how the position of Past President is filled. 

I have read other posts related to a Past President but none seem to answer this particular question.

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All the answers must be in your bylaws, since RONR has no rules on this topic.

As I read that language, if the president who resigned remains active and is not elected to the board, then he is an ex-officio member.  (I presume that in this case he resigned from the office of president but not from the association.)  There's nothing in that language to indicate that he would not have a rightful claim.  As soon as someone else becomes president, he becomes past president.

I don't see how the president could appoint someone else, unless there's some other bylaws provision that says so.  It does not appear that anyone else would have the qualification of having been the last person to hold the office.  Your bylaws certainly do state how the position is filled.  It is filled by the person who was replaced as president. 

There's nothing in what you posted to suggest any need to fill a vacancy in the position.  It appears that, should the past president be inactive, or get elected to the board, then the position would simply go unfilled until the current president becomes past president.

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I agree with Mr. Novosielski’s interpretation, but will point out that I believe it would also be reasonable to interpret the bylaw provision as meaning the past president continues to serve on the board as past president until the end of the term to which the president was elected.

ultimately, this is a matter of bylaws interpretation, which is something only the members of this organization can do.

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I concur with Mr. Novosielski's response, on the assumption that the provision about the Past President is intended to refer to the Immediate Past President. That seems to be the only logical meaning, since anyone who previously has been, but no longer is, President is a Past President. The provision certainly cannot be referring to just any Past President, so logically it must be intended to refer to the Immediate Past President.

I also point out that this is typical of the sort of problem that can arise from give the IPP an official position of any kind. One of our long-time members, Dr, John Stackpole (now deceased) had an excellent response to questions involving the position of IPP. He said:

Quote

 

IPP is a Bad Idea:

And here's some reasons why the position is a bad idea:

In my personal view, setting up an "official" Immediate Past President (IPP) position is not a particularly good idea.  The most telling argument is the real possibility of a close and bitter race for the presidency, with the current president running (for a second term) against an "outsider".  And the outsider - the "reform candidate", perhaps - wins but is still stuck with the thorn of the IPP on the Board in a position to snipe at the new president.  And perhaps attempt to undermine the new president's plans.  Not to mention vote against them.

If the erstwhile president is a "good guy" the new president can (usually, depending on the bylaws) appoint him to a pre-existing committee - or even have him chair one, which might put him on the Board - as the new president sees fit.  That way the IPP's experience and value can be put to good use, when needed, without the danger of setting up an adversarial situation which would require a bylaw amendment to get out of.

Here's some more reasons

1) The President resigns and wants nothing to do with the organization.
 
2) The President simply doesn't run for election again because he's had enough, and never shows up at a board meeting.
 
3) The President is booted out of office for being incompetent, or for something more nefarious.
 
4) The President dies.
 
5) The President resigns and moves (wants to help but isn't around).

6) Even worse is the bylaw assignment of the IPP to chair a committee - such as nominating.  Then he dies/quits/leaves town, &c.  You are then stuck with an unfillable (by definition) vacancy.

Note that except for item 4, the IPP may well be part of the quorum requirement for meetings, even though he never shows up.

 

Our suggestion is to amend your bylaws to eliminate the position.

 

 

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Thank you for your quick responses. Our (inherited) Bylaws clearly have holes and this is why things are unclear when something unexpected happens.

I technically disagree that our Bylaws state how the position is to be filled. It states that there will be someone called 'Past President' and it defines how long they will serve. While logically it should be the Immediately Past President who fills that role but it is not specifically stated. There are several former/previous/(past?) Presidents. But maybe that is splitting hairs. I do accept that it is reasonable to expect (and logical to assume) the Bylaws to mean the Immediate Past President. 

My biggest question was that since he resigned before the end of his term perhaps that might change things. Though technically he IS the last President of the association and therefore logically the' Immediate Past President'.

We are unfortunately in the exact position warned against by Dr Stackpole - a disgruntled resigned President who may now be a challenge for a while. We are hoping he is pissed off enough that he will decline the Position of Past President.  Fingers crossed.

Thanks again!! You confirmed what I was thinking.

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As Mr. Merritt has pointed out, and you have confirmed, the reference in your bylaws to past president, by itself could describe more than one person. But I agree that because the reference is to "the past president", it is most likely intended to describe the immediate past president. Clearly this is subject to your organization's interpretation of its bylaws because the language used is not precise. But if you insist on keeping the (immediate?) past president as a board position - which you can see is not a recommended option - you need to amend the bylaws to more accurately describe which past president they are describing.

Alternatively, be aware that there is really no downside to eliminating this person as a board member. If you wish to use your immediate past president's experience as a board resource - or in fact, any past president's experience - the board is free to invite him (or them) to attend board meetings at any time - even by invitation to executive sessions if deemed necessary - to provide whatever help they can.

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9 hours ago, Bruce Lages said:

Alternatively, be aware that there is really no downside to eliminating this person as a board member. If you wish to use your immediate past president's experience as a board resource - or in fact, any past president's experience - the board is free to invite him (or them) to attend board meetings at any time - even by invitation to executive sessions if deemed necessary - to provide whatever help they can.

This is the argument I have used, along with my experiences with IPP troubles, to mount an unyielding crusade for the abolition of the post of IPP in every bylaws revision I've participated in. So far I'm two for two.

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Guest function of past president

puzzeling a bit about this.

what is the function of the office "past president" maybe rename it and make it a defacto honorary position , I mean that it is usual ( but in no way in the byelaws) that the leaving president gets elected into this office by acclimation but don't write that in the byelaws (but do mention the office, maybe "parliamentarian" ,

you could even have in the byelaws that only former presidents can fill this office, (and that it is left empty when there is no such candidate) but don't make it an automatism.

 

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IPP is a Bad Idea.  You appear to be dangerously close to experiencing one of the reasons why.

 

On 6/7/2020 at 3:39 PM, Stan Duffy said:

The Officers of this Association shall consist of President, Vice-President, Secretary and Treasurer. They shall be elected at the annual general meeting and voted for separately by ballot, and shall receive the majority of all votes cast. They shall hold office for two years and until their successors are selected. They shall be eligible for re-election, with the exception of the President, who is eligible for two consecutive 2 year terms only.

 

While we're on the subject of modifying your bylaws, I also feel compelled to point out that I perceive some problems with this paragraph.

1) "They shall hold office for two years and until their successors are selected."  The recommended language is "They shall hold office for two years or until their successors are selected."  The use of "and" would appear to exclude removal for cause, absent other language in your bylaws.

2) If a vacancy in the office of the President occurs after a year, more-or-less, and assuming the Vice President fills the vacancy, can they then be elected to two terms as President?  If so, this would appear to contradict "two consecutive 2 year terms only."  If not, this would appear to violate "two consecutive 2 year terms only."

3) If a person becomes President, and is re-elected, may he then immediately run for Vice President?  What if the newly-elected President resigns at the next meeting of the board?  If he then becomes the President, can he run for reelection?

I believe the solution to the class if issues mentioned in 3 above are handled if a President who has been term-limited cannot serve as President or Vice-President for the entirety of the following term.  The issues in 2 above are handled by explicitly handling the case of partial terms.

 

 

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26 minutes ago, Nathan Zook said:

1) "They shall hold office for two years and until their successors are selected."  The recommended language is "They shall hold office for two years or until their successors are selected."  The use of "and" would appear to exclude removal for cause, absent other language in your bylaws.

RONR doesn't recommend one or the other. It gives two options and the language they have in their bylaws follows the first option. The language, "and until their successors are selected" is given as the way "to permit removal of officers only for cause, through disciplinary proceedings that may involve a formal trial" (RONR 11th ed., p. 574, lines 10-11).

33 minutes ago, Nathan Zook said:

2) If a vacancy in the office of the President occurs after a year, more-or-less, and assuming the Vice President fills the vacancy, can they then be elected to two terms as President?  If so, this would appear to contradict "two consecutive 2 year terms only."  If not, this would appear to violate "two consecutive 2 year terms only."

Nathan adds that, "The issues in 2 above are handled by explicitly handling the case of partial terms." but RONR does that.

The "more-or-less" is important. RONR is clear that "For purposes of determining eligibility to continue in office under such a provision," that of a term limit, "an officer who has served more than half a term is considered to have served a full term in that office." (p. 575, lines 2-5)
So if the Vice President serves up to half of a full term in filling a vacancy, they can be elected to two terms. If they serve more than half of their predecessor's term, then they can only be elected to one further consecutive term.

39 minutes ago, Nathan Zook said:

3) If a person becomes President, and is re-elected, may he then immediately run for Vice President?  What if the newly-elected President resigns at the next meeting of the board?  If he then becomes the President, can he run for reelection?

This, I agree, is ambiguous. Is it meant to be a lifetime limit or just saying that one person cannot be elected to more than 2 consecutive terms or saying that one person is ineligible to serve more than 2 consecutive terms.

So if the question comes up, then the organization should interpret their bylaws.

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39 minutes ago, Nathan Zook said:

While we're on the subject of modifying your bylaws, I also feel compelled to point out that I perceive some problems with this paragraph.

1) "They shall hold office for two years and until their successors are selected."  The recommended language is "They shall hold office for two years or until their successors are selected."  The use of "and" would appear to exclude removal for cause, absent other language in your bylaws.

I don't believe that is necessarily the recommended language in RONR.  Although that is the language used in the sample bylaws, these provisions on page 574 seem to make it clear that it is up to the organization to decide which provision it prefers. 

Careful thought should be given to whether, given the circumstances of the particular organization, it is preferable (1) to permit removal of officers only for cause, through disciplinary proceedings that may involve a formal trial (see p. 654, ll. 4–13), or (2) instead to permit their removal at the pleasure of the membership by a two-thirds vote, a majority vote when previous notice has been given, or a vote of a majority of the entire membership—any one of which will suffice (see p. 653, l. 27 to p. 654, l. 3).
To accomplish the first alternative, the bylaws may provide that officers "shall hold office for a term of ______ year(s) and until their successors are elected." To accomplish the second alternative, the bylaws may provide that officers "shall hold office for a term of ______ year(s) or until their successors are elected." (Emphases added.) Because the significant difference in effect between the use of "and" and "or" is unlikely to be clear to most members, it may be desirable (although it is not essential) to add an explanatory sentence, such as:
    •    For the first alternative: "Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority."
    •    For the second alternative: "Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority."

Also, both provisions permit removal of an officer for cause and the second version also permits removal without cause at the pleasure of the membership.

I'm still trying to digest the rest of your post.

 

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Quote

That's what I get for cowboying.  Sorry.  I'll check more carefully next time.

It's happened to almost all of this on this forum at least once.

I invented and am trying to popularize the acronym IDHTBIFOM
("I Don't Have The Book In Front Of Me").

Or, perhaps the unabridged acronym, IDHTBIFOMBIIRC ("But If I Recall Correctly")?

Edited by Atul Kapur

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