Elected President versus Appointed President

[Jennie]

The President of our organization resigned and appointed a new interim President. Our chapter owns a museum of which I am Director. Our bylaws state that the President serves as ex-officio member of the museum board. My question is if this appointed interim President has the same powers as an elected President? As per our by-laws she could not even be elected to an office as she has not been a member of the chapter long enough but her appointment seems to have circumnavigated that. Please help clear this up. Thank you!

"Article VII- Duties of Officers

-Section 1- President
shall preside at all meetings of the chapter, fill the vacancies
occurring in office, appoint all committees, sign all applications
and transfers; serve as ex-officio of all committees except the
Nominating Committee; and shall be the chief executive officer of
the chapter. Note, the term “ex-officio” means that she can attend
meetings and participate in discussion, debate, and vote."

Article VI- Officers and Terms of Office
Section 1- Elected Officers
The officers of the chapter shall be: President, First Vice-President,
Second Vice-President, Third Vice President, Recording Secretary,
Treasurer, Registrar, Historian, Recorder of Military Service
Awards, Chaplain, and Corresponding Secretary.
With the exception of the Corresponding Secretary and Chaplain,
these officers shall be elected by written ballot by those present at
a designated meeting held in even numbered years and shall serve
for a term of two years.
Section 2-- Appointed Officers:
The Parliamentarian, Chapter Chaplain, and Corresponding
Secretary shall be appointed by the Chapter President to serve
during the term of her office.
-Section 3- To be an eligible candidate for the office of President,
a member must have been an actively participating member for at
least three (3) years and must have served as a chapter officers for
at least two years. To be an eligible candidate for all other offices,
an actively participating member must have been in the Chapter for
at least one year.
-Section 4- No member shall be eligible to hold more than one
chapter office at a time.
-Section 5- Vacancies occurring in office shall be filled by the
president with the approval of the Chapter Executive Board."

c. The Chapter President shall be an ex-officio
member of the Museum Board by virtue of her
office and in accordance with Article VII
Section 1 in the Chapter Bylaws.
She may discuss, debate, and vote on Museum
Board related business."

Section 7 Parliamentary Authority The rules contained in
the current edition of Robert’s Rules of Order, Newly Revised,
shall govern the Museum Board.

[Joshua Katz]

On 1/9/2022 at 6:50 PM, Jennie said:

The President of our organization resigned and appointed a new interim President.

Do your bylaws give a resigning president the power to appoint an interim president? Nothing in what you've shown us gives such power.

[Richard Brown]

Unless your bylaws specifically provide otherwise in the case of a vacancy in the office of president, and if RONR is your parliamentary authority (and it appears that it is) it provides that in the event of a vacancy in the office of president, the vice president automatically becomes president.  I don’t see where a resigning president has the authority to appoint an interim president.

[Gary Novosielski]

On 1/9/2022 at 6:50 PM, Jennie said:

The President of our organization resigned and appointed a new interim President. Our chapter owns a museum of which I am Director. Our bylaws state that the President serves as ex-officio member of the museum board. My question is if this appointed interim President has the same powers as an elected President? As per our by-laws she could not even be elected to an office as she has not been a member of the chapter long enough but her appointment seems to have circumnavigated that. Please help clear this up. Thank you!

 

Well, if the rules in RONR apply, there's no such thing as an appointed interim president.  When the president leaves office before the normal end of the term, a vacancy occurs in the office of Vice President, as the former vice president immediately becomes president.

Nothing in the language you quoted seems to contradict that, so either you have some other rules that we haven't yet seen, or you kinda did it wrong.

[Jennie]

I think it was definitely done wrong. I am actually the VP and I turned down the Presidency as I have the museum to run and not enough energy for both. The President thought at the time this current interim President would be fine since she was President of another chapter before she transferred to ours. The elected President brought the matter before the Executive Board who okay'd the interim President. Does that make a difference if the interim President was okay'd or was it still done the wrong way?

[Atul Kapur]

On 1/9/2022 at 9:12 PM, Jennie said:

was it still done the wrong way

 When the president resigned, you became the president

and the 2nd and 3rd VPs each moved one step up in rank.  You can resign the presidency, if you wish, but that does not just simply result in you "dropping down" to being 1st VP again as that space is filled.

 In any case, this appointed person  does not meet the qualifications,  you tell us, to be the president. So they can't be, even if the Board agreed to this incorrect procedure.

[Richard Brown]

On 1/9/2022 at 8:12 PM, Jennie said:

The elected President brought the matter before the Executive Board who okay'd the interim President. Does that make a difference if the interim President was okay'd or was it still done the wrong way?

I concur with the answer immediately above by Dr. Kapur.  What was done was wrong, was without authority, constitutes a continuing breach and is null and void.  It can and should be set aside on a point of order.  The Executive Board cannot "make it ok" by giving what happened its blessing.   You are the president. 

[Weldon Merritt]

On 1/9/2022 at 8:57 PM, Richard Brown said:

You are the president. 

And to reiterate what Dr. Kapur said, you can resign as president if you want to, but that doesn't mean you would still be the VP. It means that you would no longer have any office.

[Joshua Katz]

On 1/9/2022 at 9:31 PM, Atul Kapur said:

 In any case, this appointed person  does not meet the qualifications,  you tell us, to be the president. So they can't be, even if the Board agreed to this incorrect procedure.

Based on the small portion of the bylaws we've seen, I'm not sure I agree with this.

[Guest Jimm]

All,

After the more detailed explanation, it seems the VP declined taking the President position after the vacancy was created, thus a vacancy still existed and the EB then acted to appoint a pro tem President at a board meeting. 

 

Jimm 

[Joshua Katz]

On 1/10/2022 at 6:36 AM, Guest Jimm said:

it seems the VP declined taking the President position after the vacancy was created, thus a vacancy still existed

Well, it does seem that way, except that the latter vacancy was in the VP position, and the VP, declined or not, became the P.

[Atul Kapur]

On 1/10/2022 at 6:36 AM, Guest Jimm said:

All,

After the more detailed explanation, it seems the VP declined taking the President position after the vacancy was created, thus a vacancy still existed and the EB then acted to appoint a pro tem President at a board meeting. 

 

Jimm 

Except that, under RONR, the VP doesn't get to decline. If the presidency becomes vacant, the VP automatically becomes president. RONR (12th ed.) 47:28

Quote

In case of the president’s resignation, death, or removal, the vice-president automatically becomes president for the remainder of the term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president (see also 56:32).

 

[Guest Jimm]

On 1/10/2022 at 1:19 PM, Atul Kapur said:

Except that, under RONR, the VP doesn't get to decline. If the presidency becomes vacant, the VP automatically becomes president. RONR (12th ed.) 47:28

 

 

As a procedural matter, that is true.   But, as a practical matter, the President resigned, and so too did the VP.   The President is allowed to, under their bylaws, to appoint a vacancy.   When the President resigned, and the First Vice President resigned (as she indicated), it fell to the 2nd President, and so fourth, all board members, who held a board meeting and filled the vacancy by appointment, then voted to make that person pro tem.    The only person here with a grievance  VP, who declined the President's position (leaving it vacant).  

 

I also recall the folks here claiming that a vacancy is not official until the board accepts such vacancy, and that is done at a board meeting.   The VP could have asserted her claim on the President position, but declined, and the Board down the ladder of succession it seems, apparently appointed an officer and the only person who agreed to be the president.   If the Board hadn't done so, there is a legitimate grievance, but from a practical matter, the Board was left to fill the vacancy, and did so.

To recap, as a practical matter, the President resigned, the VP automatically became President and resigned also ("declining the position", "too busy", "no time".)  The Board filled the vacancy with a vote of the remaining governing members, as Section 5 authorizes.

Quote

-Section 5- Vacancies occurring in office shall be filled by the
president with the approval of the Chapter Executive Board."

That's what I'm seeing.   And, how would this be resolved legally?   Court, probably.   And, a judge would likely turn to the Board of Directors decision, since it was ultimately their approval to fill the vacancies left open

 

Jimm

[Josh Martin]

On 1/10/2022 at 2:18 PM, Guest Jimm said:

As a procedural matter, that is true.   But, as a practical matter, the President resigned, and so too did the VP.   The President is allowed to, under their bylaws, to appoint a vacancy.   When the President resigned, and the First Vice President resigned (as she indicated), it fell to the 2nd President, and so fourth, all board members, who held a board meeting and filled the vacancy by appointment, then voted to make that person pro tem.    The only person here with a grievance  VP, who declined the President's position (leaving it vacant).  

 

I also recall the folks here claiming that a vacancy is not official until the board accepts such vacancy, and that is done at a board meeting.   The VP could have asserted her claim on the President position, but declined, and the Board down the ladder of succession it seems, apparently appointed an officer and the only person who agreed to be the president.   If the Board hadn't done so, there is a legitimate grievance, but from a practical matter, the Board was left to fill the vacancy, and did so.

I think this is all correct. If all three Vice President(s) refuse to accept the office of President, then they effectively resign from the office of President that they have just assumed. The board would then need to elect a person as President, as the bylaws provide. The board would then need to fill the vacancies in the offices of the Vice President(s), and if the board wishes to elect the persons who have just refused to perform the primary duty of those offices back into those offices, there is ultimately nothing preventing the board from doing so.

We are also told, however, that the bylaws provide certain requirements to serve as President. Specifically:

-Section 3- To be an eligible candidate for the office of President, a member must have been an actively participating member for at least three (3) years and must have served as a chapter officers for at least two years.

The OP alleges the person in question does not meet these requirements. If this is correct, then the person is not eligible. The organization would then need to find someone else to serve as President or, in the alternative, amend the bylaws to change the requirements to serve as President so that this person is eligible, in which event this person could then be elected.

It should also be noted that, unless your bylaws create such a position, there is no such thing as an "Interim President" or "President Pro Tempore." Someone is either the President or not. There is such a thing as a Chairman Pro Tempore, but such a position carries with it only the power to preside over meetings, and such a person assumes no other powers granted to the President by the organization's rules.

It is, of course, ultimately up to the organization itself to interpret its own bylaws.

Edited January 10, 2022 at 10:33 PM by Josh Martin

[Gary Novosielski]

On 1/9/2022 at 9:12 PM, Jennie said:

I think it was definitely done wrong. I am actually the VP and I turned down the Presidency as I have the museum to run and not enough energy for both. The President thought at the time this current interim President would be fine since she was President of another chapter before she transferred to ours. The elected President brought the matter before the Executive Board who okay'd the interim President. Does that make a difference if the interim President was okay'd or was it still done the wrong way?

Yes, I'm afraid so.  Under RONR, there is no way you could "turn down" the presidency.  You became president automatically.  You can resign from the presidency, but then you're just out of office; you don't return to the VP spot.  RONR assumes that in accepting the office of VP, you are agreeing in advance to serving as president should that become necessary.

The Board does not have the power to suspend the rules in the bylaws or the parliamentary authority with respect to elections.

[Jennie]

Thank you all for breaking this all down. We should've consulted this forum before this was all done. So, now that's its done and we have an interim President (until June)

I guess I am back to asking if she indeed has the same powers as an elected President since it is not spelled out in our bylaws (which we cannot change until 2023 due to another rule we have).

[Joshua Katz]

On 1/10/2022 at 6:17 PM, Jennie said:

I guess I am back to asking if she indeed has the same powers as an elected President since it is not spelled out in our bylaws (which we cannot change until 2023 due to another rule we have).

I don't think there's a great answer to that. There is no such position; if you choose to call someone that, it's unclear to me how you'd determine what powers they have.

[Josh Martin]

On 1/10/2022 at 5:17 PM, Jennie said:

Thank you all for breaking this all down. We should've consulted this forum before this was all done. So, now that's its done and we have an interim President (until June)

I guess I am back to asking if she indeed has the same powers as an elected President since it is not spelled out in our bylaws (which we cannot change until 2023 due to another rule we have).

This sounds like exactly the opposite of what I just said.

On 1/10/2022 at 4:29 PM, Josh Martin said:

It should also be noted that, unless your bylaws create such a position, there is no such thing as an "Interim President" or "President Pro Tempore." Someone is either the President or not. There is such a thing as a Chairman Pro Tempore, but such a position carries with it only the power to preside over meetings, and such a person assumes no other powers granted to the President by the organization's rules.

Edited January 11, 2022 at 12:16 AM by Josh Martin

[Gary Novosielski]

On 1/10/2022 at 6:17 PM, Jennie said:

So, now that's its done and we have an interim President (until June)

Nnnnno, I don't think you do.

[JohnR]

On 1/10/2022 at 3:17 PM, Jennie said:

So, now that's its done and we have an interim President (until June)

No, you don't. Your bylaws don't provide for any such office and what you are doing is a continuing breach. When some disenchanted member calls you on it, your "interim President" may find herself personally responsible for everything she has undertaken without the proper authorization of your organization.

[Jennie]

Ok, I went back and found the resignation letter of the President: 

"After much thought and prayer, I have decided that I am resigning as chapter president.

It has become increasingly obvious that the distance involved with living away has made it more difficult to handle my obligations.  I also have some health concerns to deal with.

Therefore, having examined both the Chapter & Division Bylaws as well as supporting information in Robert’s Rules of Order and,  after consulting with our
Chapter Parliamentarian as to proper procedure to follow, I have resigned my position as President. 

I am appointing _____ to take my place as President for the remainder of my term.  This action has been approved by the Chapter Board."

 

[Atul Kapur]

Despite all the advice above about how presidential vacancies get filled, let's look just at the letter and, for the sake of argument, accept that the president can fill vacancies.

The logical problem that still remains is that there is no vacancy while the person is president, so no vacancy to fill. And, once they resign, they are no longer president and, therefore, no longer have the right to fill the vacancy that now exists.

You either have a president or a vacancy - can't have both at the same time.

Edited January 11, 2022 at 04:56 AM by Atul Kapur

[Josh Martin]

On 1/10/2022 at 8:27 PM, Jennie said:

Ok, I went back and found the resignation letter of the President: 

"After much thought and prayer, I have decided that I am resigning as chapter president.

It has become increasingly obvious that the distance involved with living away has made it more difficult to handle my obligations.  I also have some health concerns to deal with.

Therefore, having examined both the Chapter & Division Bylaws as well as supporting information in Robert’s Rules of Order and,  after consulting with our
Chapter Parliamentarian as to proper procedure to follow, I have resigned my position as President. 

I am appointing _____ to take my place as President for the remainder of my term.  This action has been approved by the Chapter Board."

As has been previously noted, when the President resigns, the Vice President becomes President. Since you apparently also have a second and third Vice President, the board would only choose some other person to serve if all of those persons resign, in which event the resulting vacancies in the offices of the President and Vice Presidents would need to be filled.

In any event, when all is said and done, the person who becomes President is President - no "interim" about it.

Of course, only a person who is eligible to serve as President under your bylaws may assume the office.

[Jennie]

Thank you all for your very sound advice!

[Shmuel Gerber]

On 1/10/2022 at 5:29 PM, Josh Martin said:

If all three Vice President(s) refuse to accept the office of President, then they effectively resign from the office of President that they have just assumed.

But RONR (12th ed.) 47:29 states: "A vice-president cannot decline to take the higher office to which he has been automatically promoted; if unable or unwilling to carry out the duties of the new office, his only recourse is then to submit his resignation, upon the acceptance of which he will no longer hold either office." (emphasis added)

I don't think we should assume that an attempt to decline the office of president is effectively the submission of a resignation from the office of vice-president. And indeed OP Jennie stated, "I am actually the VP and I turned down the Presidency," so apparently neither she nor the board interpreted the attempt to decline the presidency as a resignation from office.

On 1/10/2022 at 5:29 PM, Josh Martin said:

The board would then need to fill the vacancies in the offices of the Vice President(s), and if the board wishes to elect the persons who have just refused to perform the primary duty of those offices back into those offices, there is ultimately nothing preventing the board from doing so.

But according to the OP, the bylaws provide: "Vacancies occurring in office shall be filled by the president with the approval of the Chapter Executive Board." If there is no president, then technically this provision could not be fulfilled.

If none of the vice-presidents want to become president, and if the board is willing to allow them to ultimately keep their previous positions, then what is needed is a cycle, via resignation and appointment, up from the office of 3rd vice-president, into the presidency, and back into the office of 3rd vice-president, so that the only position in which a vacancy to be filled ever arises is that of 3rd vice-president.

Let's say that the before the president resigned, the three vice-presidents were Jennie (1st), Kayla (2nd), and Louise (3rd); that they want to keep those positions and the board is amenable to that; and that Mary is eligible and willing to serve as president.

When the president resigns (and the resignation is accepted, if necessary), the vice-presidents all automatically move up one position. Jennie, who is now president, could appoint, and the board could confirm, Mary to the now vacant office of 3rd vice-president. Then Jennie could resign from the presidency and be appointed (by President Kayla and the board) to the again vacant office of 3rd vice-president. Then Kayla could resign the presidency and be appointed (by President Louise and the board) as 3rd vice-president, and finally Louise could resign the presidency and be appointed (by President Mary and the board) back into the office of 3rd vice-president.