Vice Commodore stepping down

[Ann Wilkinson]

Hello,

Thanks for reading this.  I am trying to understand procedure.  We have a Vice Commodore who announced he is stepping down.  He does not want to resign, he wants to continue to serve on the board; however, he does not want to move up to the Commodore position in January.  How is this addressed?  Does the Commodore now elect a new Vice?  Our bylaws do not address this.  Thank you again in advance.  

[Atul Kapur]

Under RONR, the vice-president (or vice-commodore) does not automatically become president at the end of the term. If you have this as an automatic process, then it probably is in your bylaws.

Generally, what would happen is that the body that elects the officers would elect a new person.

There are many other things you state (e.g., doesn't want to resign from board but wants to step down as vice-commodore) which do not appear to follow RONR, so we cannot help without you providing the exact wording of the relevant parts of your bylaws (and maybe even then).

[Ann Wilkinson]

Thank you so much.  Our bylaws do state that the Vice automatically become president at the end of the term.  This is helpful. 

When you state the part "doesn't want to resign from board but wants to step down as vice-commodore" doesn't follow RONR, does RONR address this because our bylaws do not.  Thank you again.  

[Atul Kapur]

Well, the question is whether this person has any other claim to being on the board of directors other than the fact that he's holding the position of vice commodore. That depends on what your bylaws say about your board and about your officers. For example, is this person on the board only because he was elected to the position of vice commodore or does the membership elect the board and then the board elect the officers?

And, to repeat myself, the general rule is that the body that elects a position also fills the vacancies. So, unless your bylaws say that the president can appoint a replacement to fill a vacancy, the president does not have any such power.

And, of course, the resignation has to be accepted first.

Edited September 28, 2020 at 01:58 PM by Atul Kapur

[Ann Wilkinson]

O.K., I understand.  Thank you again for your time.  In our case, the membership elects the board and the board elects the officers.  However, the incoming President (January 1, 2020) failed to do that.  He appointed the officers with no vote and the board was made up of several newbies who didn't question this appointment by the President.  However, now we are in the situation where, as mentioned above, the current VP (who was incorrectly appointed by the President) is stepping down as VP but wants to remain as a board member.  This was announced at the last board meeting and immediately another board member through out a motion to fill the vacancy with another board member, which was immediately seconded.  So, I was able to determine that several board members had previous knowledge of this information and had already come up with a plan...and perhaps that's a whole another situation....but the way it went down was the board member that put the motion forward kept insisting for a vote without permitting any discussion.  The President did not intervene and the demand for a vote was met in spite of major protest requesting discussion.  So just like that, there is a new incoming President.  The whole thing just feels wrong and I am trying to make determine if the procedure was proper.    

[Atul Kapur]

It doesn't sound like it was proper. But the rules are enforced by the presiding officer and the body itself.

RONR (12th ed.) 47:58 says "Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise." Also, 32:7 says, "In the case of a resignation from office, unless the bylaws provide otherwise, the assembly cannot proceed to fill the vacancy immediately since notice is a requirement."

So the the resignation should have been formally accepted. Ibid 32:5
Then, notice should have been given of the vacancy and it could have been filled at the next meeting.
Nominations are debatable (Ibid 46:28).

 

[Ann Wilkinson]

Thank you.  

 

[Richard Brown]

@Atul KapurI’m wondering where you think this leaves the society regarding whether the election of the new vice Commodore is valid? 

[Atul Kapur]

As a theoretical question? The election to fill the vacancy required notice.  RONR (12th ed.) 32:7 Doing it immediately upon accepting the recognition violated the rights of absentees (if any). So, on a point of order, the election could be declared null and void. Ibid 23:6(e)

There is a question if there were no absentees at the meeting where the resignation was accepted. If there are no actual absentees to protect, does the point of order become subject to the timeliness requirement? I would say yes.

[Ann Wilkinson]

Hello,

There were no absentees and how I read this is because no point of order was called at the time, the election is valid.  It makes sense.  

 

 

[Richard Brown]

1 hour ago, Ann Wilkinson said:

Hello,

There were no absentees and how I read this is because no point of order was called at the time, the election is valid.  It makes sense.  

 

 

I think that if all members were present and there were no absentees to protect, then, per the provision in RONR (12th ed.) 25.10 the election is valid.

[Ann Wilkinson]

Thank you.