President's position & vacancy vs. pro tem

[Marsha Thole]

We (non profit corporation with all volunteers) have a board president who was elected by the board to fill out the term of the prior president who resigned for family reasons. (The bylaws are poorly written, and RONR was never considered in that process a number of years ago. The board does not want to change its bylaws, despite their not being in compliance with RONR or state statutes. ) The particular bylaw reads: "In the case of a vacancy in the office of President, 1st V-P, 2nd V-P, or Treasurer, the President (or 1st V-P if the President's office is vacated) shall, with the approval of a majority of the Board present at a meeting at which the agenda includes appointment, appoint a temporary officer. Subsequently, nominees shall be identified, their names published in the newsletter, sent by email, and posted on the website. The membership shall elect a candidate for the vacant office at the next regular or special meeting, which shall be announced at least 15 days in advance of the meeting, with the agenda noting the election. 

He has stated the following, and I don't know what his point is: There is no time limit on the “absence” of the elected President and 1^st Vice President, and there is no time limit for the 2nd Vice President continuing to perform the duties of President in the “absence” of the President and the 1st Vice President. There is no definition in the Chapter By-Laws that identifies and differentiates when an “absence” becomes a “vacancy”. 

It is his last sentence above that defies logic. The former president resigned--not coming back! 

Action by the board: As there was insufficient time to notify the membership of an election, at a special board meeting they elected the 2nd VP to serve as president, but he refuses to understand that he is NOT a president pro tem, and insists on being called "president pro tem." His election was ratified by the members at their annual meeting. The previous president resigned, which left the office vacant, and he was not coming back.  This elected person does not understand that in his new position, he is to fill out the remaining term of the person who vacated the office. He was duly elected, an action ratified by members, and is not in a pro tem position.

Coming up: The elected president does not want to be president (I guess since he keeps calling himself a pro tem). The board meeting is soon, and the agenda includes the following:

b. President: Presentation of a Resolution of the Board of Directors concerning appointment of a Chapter President to serve until the date of the next Annual Meeting of Members in 2022.

c. President: Board appointment of a new Chapter President for the remainder of the vacant biannual term of office.

THE PROBLEM NOW: Officers are elected, not appointed (unless the bylaws say so). But he wants to "appoint" a new president to serve out the remaining term of the one who vacated the office. We have all the time in the world to comply with the bylaws to hold an election at a special meeting of the membership. He never uses motions, just 1000+word resolutions! He has fired the parliamentarian and secretary with accusations that he refuses to address, as this guy just doesn't want to comply with bylaws. The other board members are clueless with the bylaws, and take his lead on not complying. I am a director on the board. As I see it, he refuses to understand when an incumbent is absent from the office, where someone is appointed pro tem temporarily, and a vacancy, for which the incumbent is gone, and an election (not an appointment) must take place. His circular argument on the definitions of "absence" and "vacancy" show his confusion of the two, if not ignorance. Despite his being told the proper procedure to pursue several times, he says he will do it his way. 

If you are a PRP and have ever encountered such a situation, I would like to hear how it was resolved. Each time I have called a point of order, he has told me to sit down and be quiet.  Appealing his decision is a waste of time. He refuses to entertain anything where his accusations would be shot down. 

Edited November 6, 2021 at 11:16 PM by Shmuel Gerber

[Shmuel Gerber]

On 11/4/2021 at 8:27 PM, Marsha Thole said:

 

If you are a PRP and have ever encountered such a situation, I would like to hear how it was resolved.

The PRP credential is issued by the National Association of Parliamentarians and has nothing to do with the ability to participate in this forum. If you want to solicit a professional opinion from a PRP, please contact the NAP (www.parliamentarians.org)

[Guest Marsha]

I mentioned PRP since many are  doing it fulltime, and I thought would have been more likely to have encountered a similar situation. I meant no disrespect to anyone else. Any help I can get will most appreciated.

[Josh Martin]

On 11/4/2021 at 7:27 PM, Marsha Thole said:

THE PROBLEM NOW: Officers are elected, not appointed (unless the bylaws say so). But he wants to "appoint" a new president to serve out the remaining term of the one who vacated the office. We have all the time in the world to comply with the bylaws to hold an election at a special meeting of the membership. He never uses motions, just 1000+word resolutions! He has fired the parliamentarian and secretary with accusations that he refuses to address, as this guy just doesn't want to comply with bylaws. The other board members are clueless with the bylaws, and take his lead on not complying. I am a director on the board. As I see it, he refuses to understand when an incumbent is absent from the office, where someone is appointed pro tem temporarily, and a vacancy, for which the incumbent is gone, and an election (not an appointment) must take place. His circular argument on the definitions of "absence" and "vacancy" show his confusion of the two, if not ignorance. Despite his being told the proper procedure to pursue several times, he says he will do it his way. 

If you are a PRP and have ever encountered such a situation, I would like to hear how it was resolved. Each time I have called a point of order, he has told me to sit down and be quiet.  Appealing his decision is a waste of time. He refuses to entertain anything where his accusations would be shot down. 

I'm not entirely clear on what the specific question is here, but given the general description of the situation I would suggest reviewing Section 62 of RONR, which discusses procedures for dealing with a rogue chairman. This includes:

1) Procedures to follow when the chair ignores a Point of Order or Appeal.

2) Procedures to remove the regular presiding officer from the chair for the duration of the current meeting.

3) Procedures to permanently remove an officer of the society. (Depending on the specifics, it may also be necessary to refer to your bylaws and/or Section 63 of RONR on this last one.)

Issues of this nature come up on this forum with some frequency, but I thankfully have not yet encountered such a situation with any of my clients.

Edited November 6, 2021 at 01:51 PM by Josh Martin

[Guest Marsha Thole]

On 11/6/2021 at 7:50 AM, Josh Martin said:

I'm not entirely clear on what the specific question is here, but given the general description of the situation I would suggest reviewing Section 62 of RONR, which discusses procedures for dealing with a rogue chairman. This includes:

1) Procedures to follow when the chair ignores a Point of Order or Appeal.

2) Procedures to remove the regular presiding officer from the chair for the duration of the current meeting.

3) Procedures to permanently remove an officer of the society. (Depending on the specifics, it may also be necessary to refer to your bylaws and/or Section 63 of RONR on this last one.)

Issues of this nature come up on this forum with some frequency, but I thankfully have not yet encountered such a situation with any of my clients.

Not so much a question as any encounters with a similar situation and how it was resolved. Yes, I am aware of sec. 62. But in this case, since no one believes in bylaws, anyone objecting would be laughed out of the room. Plus, none of the board members supports the bylaws (I guess they are unaware of their fiduciary responsibilities). So, going after the person is almost a waste of time with no support from other board members.

On another note, Minneapolis is my home (was). I Lived in Bryn Mawr, graduated from the U of Minnesota a loooong time ago, and return there annually (except for last year and this year, for obvious reasons). I don't miss the climate there, though. 

[Guest Zev]

I speak for myself when I say that the underlying assumption of parliamentary procedure is that the group in question actually desires to adhere to it because they understand its value in directing complex meetings and question to a conclusion with a minimum of friction and time wasted. If this is not the case with this organization then I am afraid that whatever advice I or others may give has a low chance of being listened to. Only you can determine the worth of pursuing the objective of getting the other members to come to the conclusion that what General Robert and his successors had to say was of any value or not.

[Weldon Merritt]

I think a lot of on this forum share Guest Zev's view.

[Joshua Katz]

I certainly do.

[Josh Martin]

On 11/6/2021 at 3:07 PM, Guest Marsha Thole said:

Yes, I am aware of sec. 62. But in this case, since no one believes in bylaws, anyone objecting would be laughed out of the room. Plus, none of the board members supports the bylaws (I guess they are unaware of their fiduciary responsibilities). So, going after the person is almost a waste of time with no support from other board members.

Does this board, in turn, report to a general membership who could replace the board members as well, and do they have any interest in doing so?

If not, I suppose you're out of luck. There's no hope of pursuing parliamentary recourse if the members have no interest in following the rules.

There may or may not be legal recourse, but that is a question for an attorney, not this forum.

Edited November 7, 2021 at 05:36 PM by Josh Martin

[Guest Marsha]

Josh and Zev, you are right on. As Judge Judy always says, “You can’t fix stupid.” And no one on the board cares, or even knows what is in the bylaws. Same with the membership, which is just as apathetic, and whose average age is 75. “No hope” sums it up, too. Resigning from such a board still does not solve the problem of the disenfranchisement of the members, nor the unfairness and inconsistency of meetings and operations. So, no one is speaking up for the minority. The board is about to “appoint” a person to the vacant president’s office, in violation of the bylaw (no notice to members, no bios, and no meeting to elect anyone). The many violations of the bylaws in just one month read like a criminal’s rap sheet.  Whether any of the deliberate violations rise to putting the association’s non-profit status at risk, I don’t know, but any research would require a lot of time, and best left to an attorney.

I appreciate everyone’s input. I am laying the issue to rest (for me).   

[Guest Marsha]

Zev--it would be easier to sell a swimming pool to a someone in Antarctica, than to get the board to understand the value of bylaws and RONR. Never mind they wish to also ignore the fact that the bylaws are a legal document, filed with the state Attorney General's office. 

Well, it is time for church. Have a good afternoon, everyone, and thanks again.