President Resignation - Vice President Unwilling

[Guest Pete]

If a president resigns and the vice president is unwilling to serve as president what is the succession process?

Bylaws state that VP assumes presidency and has no reference to other officers in succession- other than officers shall be elected by members. Officers serve as members of 10 trustees elected by membership.

Can trustees appoint a trustee to the vacancy and fulfill the 4 months left in the presidents term? Bylaws point to Roberts Rules to govern proceedings.

Any help is appreciated,

Pete

[Weldon Merritt]

The vice president's unwillingness is immaterial. No only does RONR specify that the vice president becomes president in the event of a vacancy in the office of president, you bylaws do as well. This is automatic and immediate. so the only way for the vice president to avoid becoming president would be to resign the vice presidency before that office becomes vacant.

Of course, he also could resign as president after the automatic succession, but he does not then revert to vice president. Instead, he would be out of both positions. I suppose the board could reappoint him as vice president after filling the vacancy on the office of president. But why would you want a vice president who is unwilling to fulfill one of the main duties of that office (to succeed to the presidency in the event of a vacancy)?

[Guest Puzzling]

1 hour ago, Guest Pete said:

Bylaws state that VP assumes presidency and has no reference to other officers in succession- other than officers shall be elected by members. Officers serve as members of 10 trustees elected by membership.

If the bylaws say that officers shall be elected by members then that is what you will have to do. (We at this forum prefer quotes from the bylaws, not paraphrases) 

Not some what the status of the (former?) Vice President is. 

For this you really need to quote the bylaws.

That the vacancy is only for four months is not an issue. Other than  that it will not count towards a limitation of number of years in office. (Less than half a year)

The same situation would appear if the VP did assume the office of the President,  except you would have an election for a vice president. 

[Weldon Merritt]

11 minutes ago, Guest Puzzling said:

If the bylaws say that officers shall be elected by members then that is what you will have to do. (We at this forum prefer quotes from the bylaws, not paraphrases) 

Not for president, unless the vice president resigns before the vacancy. As I stated in my earlier response, the vice president automatically becomes president in the event of a vacancy in that office. The only exception would be if the bylaws explicitly provide otherwise for the office of president. In this instance, not only do the bylaws not provide otherwise, they explicitly say that the vice president assumes the office of president.

[Guest Bylaws text]

1 hour ago, Guest Pete said:

If a president resigns and the vice president is unwilling to serve as president what is the succession process?

Bylaws state that VP assumes presidency and has no reference to other officers in succession- other than officers shall be elected by members. Officers serve as members of 10 trustees elected by membership.

Can trustees appoint a trustee to the vacancy and fulfill the 4 months left in the presidents term? Bylaws point to Roberts Rules to govern proceedings.

Any help is appreciated,

Pete

Thanks for the discussion- very helpful. Here are what I think may be the relevant sections of the bylaws (originally written in 1939):

ARTICLE VI TRUSTEES

SECTION 1.The corporate powers, business, and property of the organization shall be exercised, conducted and controlled by a Board of ten Trustees.SECTION 2.The Board of Trustees, when authorized by a majority of a quorum present at any regular or special meeting, shall have full power to borrow money on behalf of the corporation, including the power and authority to borrow money from any of the members, trustees or officers of the corporation, and otherwise incur indebtedness on behalf of the corporation, and to agree to pay interest thereon: to sell, convey, transfer, assign, exchange, lease, and otherwise encumber the property real and personal, on behalf of the corporation; and generally to do and perform, or cause to be done and perform any and every act which the Corporation may lawfully do perform EXCEPT a poll of the entire membership with a majority votewill be required in all instances calling for borrowing of money, mortgaging or the sale, conveyance or purchase of real estate.SECTION 3.Stated meetings of the Board of Trustees shall be held each quarter at such time and place as the President may designate.SECTION 4.Special meetings of the Board of Trustees shall be called at any time on the order of the Presidentor on the order of a majority of the Trustee.SECTION 5.A majority of the whole number of Trustees shall constitute a quorum for the transaction of business.SECTION 6.Election of Trustees shall take place at each Annual Meeting in July. Trustees shall hold office for a period of three years and may serve two consecutive terms if nominated by other than the retiring members of the Board of Trustees.SECTION 7.Vacancies in the Board of Trustees shall be filled by appointment of the Board of Trustees.

ARTICLE VII OFFICERS SECTION 1.The executive officers of the corporation shall be a President, Vice-President, Secretary, and Treasurer, provided however, upon direction of the Board of Trustees, the duties of the latter two officers may be combined.

SECTION 2. All officers must be active members in the organization.

SECTION 3.The officers shall be elected by leaseholders in good standing. A majority of votes cast exclusive of blanks will be elect. Officers shall hold offices for one year or until their successors areelected. Because of the administrative burden as well as the willingness and qualifications of the available candidates, the Secretary shall be appointed by the Board of Trustees.Due to administrative burden, the Treasurer shall be appointed by the Board of Trustees.

SECTION 4.Officers and Trustees shall be deemed to stand in fiduciary relation to the corporation and shall discharge the duties of their respective positions in good faith and with that diligence, care andskill which ordinarily prudent men would exercise under similar circumstances in like positions.

ARTICLE VIII

PRESIDENTThe president shall be the chief executive of the corporation and shall preside at all meetings of the members and of the Board of Trustees; have general charge of the position of the corporation; and shall execute, with the Secretary, all instruments authorized by the Board of Trustees.

ARTICLE IX

VICE-PRESIDENTThe Vice-President shall be vested with all the powers and shall perform all the duties of the President in case of the absence of disability of the President.

ARTICLE X

SECRETARYThe Secretary shall keep the minutes of all proceedings of the members and the Board of Trustees in books provided for that purpose. The Secretary shall execute with the President, in the name of the corporation, all instruments authorized to be executed by the Board of Trustees.

ARTICLE XI

TREASURERThe Treasurer shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in books to be kept for that purpose. The Treasurer shall receive and deposit allmonies of the corporation, and shall disburse the funds as may be directed by the Board of Trustees, and shall in general perform all the duties incident to the office of the Treasurer.

 

[Josh Martin]

5 hours ago, Guest Pete said:

If a president resigns and the vice president is unwilling to serve as president what is the succession process?

Bylaws state that VP assumes presidency and has no reference to other officers in succession- other than officers shall be elected by members. Officers serve as members of 10 trustees elected by membership.

Can trustees appoint a trustee to the vacancy and fulfill the 4 months left in the presidents term? Bylaws point to Roberts Rules to govern proceedings.

Based upon the facts presented, including the language from the bylaws, when the President resigns and the resignation is accepted, the Vice President will automatically become President whether he likes it or not.

What could be done is for the new President to then also resign, and then the board could elect whoever it wishes to fill the vacancies in the offices of President and Vice President.

In the future, it would seem the society may need to better vet candidates for Vice President, since becoming President in the event of a vacancy in that office is the primary duty of the Vice President.

Edited March 1, 2021 at 03:23 AM by Josh Martin

[Richard Brown]

Guest Pete, your question was correctly answered by Mr. Merritt and Mr. Martin. 

[Guest Puzzling]

32 minutes ago, Josh Martin said:

 then the board could elect whoever it wishes to fill the vacancies in the offices of President and Vice President.

Not sure about this.

The bylaws state:

2 hours ago, Guest Bylaws text said:

ARTICLE VII OFFICERS 

[•••]

SECTION 3.The officers shall be elected by leaseholders in good standing. A majority of votes cast exclusive of blanks will be elect. Officers shall hold offices for one year or until their successors areelected. Because of the administrative burden as well as the willingness and qualifications of the available candidates, the Secretary shall be appointed by the Board of Trustees.Due to administrative burden, the Treasurer shall be appointed by the Board of Trustees.

 Only the secretary and the treasurer are appointed by the trustees the others (president and vice president) are elected by the leaseholders.

 

 

[Josh Martin]

56 minutes ago, Guest Puzzling said:

Not sure about this.

The bylaws state:

 Only the secretary and the treasurer are appointed by the trustees the others (president and vice president) are elected by the leaseholders.

Yes, I understand that, but the bylaws also explicitly state:

3 hours ago, Guest Bylaws text said:

SECTION 7.Vacancies in the Board of Trustees shall be filled by appointment of the Board of Trustees.

It's not unusual for officers to be elected by the membership but for the bylaws to authorize the board to fill vacancies, since often the membership does not meet frequently enough for it to be practical for the membership to fill vacancies.

Edited March 1, 2021 at 03:26 AM by Josh Martin

[Guest Puzzling]

I thought the officers were not  trustees.  (at some places the bylaws refer to trustees or officers hinting that they are different categories, also officers must be active members in the organization while this does not apply to the trustees )

if the officers are a different category of their own (with the trustees overseeing them) then article IV section 7 does not apply to them.

Guess it depends on what else is in the bylaws 

[Josh Martin]

5 hours ago, Guest Puzzling said:

I thought the officers were not  trustees.  (at some places the bylaws refer to trustees or officers hinting that they are different categories, also officers must be active members in the organization while this does not apply to the trustees )

if the officers are a different category of their own (with the trustees overseeing them) then article IV section 7 does not apply to them.

Guess it depends on what else is in the bylaws 

Even in that event, it seems to me the expansive powers granted to the board would still authorize it to fill vacancies.

"In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly." RONR (12th ed.) 47:57

The board is granted "full power... generally to do and perform, or cause to be done and perform any and every act which the Corporation may lawfully do perform". A number of exceptions are provided, but none of those is filling vacancies.

[Rob Elsman]

My own sense of it is that mere "unwilling[ness]" to become president upon the resignation of the current president amounts to dereliction of duty.  Perhaps, there may be more to this than is being related, but the fact that the person was willing to accept the office of vice president indicated that he was willing to accede to the presidency upon the resignation or disability of the president.

[Richard Brown]

1 hour ago, Rob Elsman said:

My own sense of it is that mere "unwilling[ness]" to become president upon the resignation of the current president amounts to dereliction of duty.  Perhaps, there may be more to this than is being related, but the fact that the person was willing to accept the office of vice president indicated that he was willing to accede to the presidency upon the resignation or disability of the president.

I have actually seen this happen firsthand more than once.  It seems to happen in organizations which are having difficulty finding members willing to serve in leadership roles.  I have seen it occur when the bylaws provide that the vice president has certain specified but limited duties, such as being in charge of obtaining  guest speakers.  A member will then agree to serve as vice president but makes it plain that he is not willing to serve as president.   That is not the way it should be, but in real life things often are not as they should be.  I have not only seen this happen, I have been in an organization where it happened.