Filling a Vacant Officer Position on the Board with another Officer

[Guest Angela M.]

Hello, I am the current Secretary of the Board of Directors for a 501(c)3 organization.   Our Vice President recently passed and we have now elected a replacement member.   The next step is to fill the vacant Vice President position.   I want to run for this position but already hold an officer position.   Can I run for Vice President and then if I win then my Secretary position would automatically become open?   There is nothing in our bylaws that convers election of officers.  That is decided amongst the members.  

[Joshua Katz]

On 6/5/2022 at 6:06 PM, Guest Angela M. said:

The next step is to fill the vacant Vice President position.

Okay.

On 6/5/2022 at 6:06 PM, Guest Angela M. said:

I want to run for this position but already hold an officer position.   Can I run for Vice President and then if I win then my Secretary position would automatically become open? 

Well, you can run, but see below:

On 6/5/2022 at 6:06 PM, Guest Angela M. said:

There is nothing in our bylaws that convers election of officers. 

Is there anything in your bylaws prohibiting you from holding both positions? If not, then the secretary position would not automatically become vacant, you'd need to resign (or just serve as both). If you cannot hold both positions, then yes, your position would become vacant once you chose the VP position. 

[Richard Brown]

Guest Angela, I’m a bit confused. You tell me the vacancy has been filled but you want to run for the position. Normally, when a vacancy is filled It is filled for the remainder of the term.  

Is that not the case here? Has the vacancy been filled only temporarily, such as until a special election can be held?

On 6/5/2022 at 5:11 PM, Joshua Katz said:

If you cannot hold both positions, then yes, your position would become vacant once you chose the VP position. 

Assuming the bylaws prohibit holding both positions, I believe the secretary position would not become vacant unless Guest Angela is actually elected to the vice president position. I don’t believe merely running for the VP position or being nominated for it would cause the secretary  position to become vacant. 

[Rob Elsman]

I agree with Mr. Brown that this is all a little confusing.  I am also not clear whether the vice president was serving on the board as a member ex officio.  If he was serving as a member of the board ex officio, then the vacancy that needed to be filled was the vacancy of a vice president; and, the filling of the vacancy of a vice president would take care of the vacancy on the board, since the new vice president would be a member of the board ex officio.

[Joshua Katz]

On 6/6/2022 at 2:07 PM, Richard Brown said:

Assuming the bylaws prohibit holding both positions, I believe the secretary position would not become vacant unless Guest Angela is actually elected to the vice president position.

As I understand it, once she was elected VP and, subsequently, chose to serve as VP rather than Secretary.

On 6/6/2022 at 2:07 PM, Richard Brown said:

I don’t believe merely running for the VP position or being nominated for it would cause the secretary  position to become vacant. 

I quite agree.

On 6/6/2022 at 2:07 PM, Richard Brown said:

Guest Angela, I’m a bit confused. You tell me the vacancy has been filled but you want to run for the position. Normally, when a vacancy is filled It is filled for the remainder of the term.  

 

I had typed up this response, but then noticed:

On 6/5/2022 at 6:06 PM, Guest Angela M. said:

 Our Vice President recently passed and we have now elected a replacement member.

From which I inferred (perhaps incorrectly) that this organization first chooses a board, and then the board selects its officers from amongst its own members. So I took it that the vacancy on the board was filled, but the board still needed to decide who of its members will be VP. But perhaps our guest can correct me.

[Rob Elsman]

...or, perhaps, our guest can correct me.  🙂

[Richard Brown]

On 6/6/2022 at 1:52 PM, Rob Elsman said:

...or, perhaps, our guest can correct me.  🙂

I think we all three would appreciate a clarification from Guest Angela!

[Guest Angela M.]

Hello All.  For Clarification, our board members are first elected by our general membership then the board members themselves elect the board officers.   So, as it stands, the general membership has elected our new board member and now the board members will decide upon a new Vice President.     Our bylaws specifically prohibit directors from holding more than one office.   I would like to run for the Vice President position, but there is argument amongst our members if I must resign my Secretary position BEFORE accepting a nomination as Vice President.  Or if I am elected Vice President and chose to retain that position, my old position of secretary would then be vacant.  

[Bruce Lages]

Nothing in RONR would require you to resign as secretary before being nominated for the vice president position. Since your bylaws prohibit anyone from holding more than one office if you win the election for vice president you would then resign as secretary (or maybe once you accept the vice president position you would automatically cease to be secretary). If you are not elected to the vice president position you should retain your position as secretary.

But check your rules to see if they might require you to resign one position before running for another.

Edited June 7, 2022 at 02:29 AM by Bruce Lages
Added the last sentence.

[Rob Elsman]

For this particular case, Mr. Lages, my own sense of it is that the secretary loses the office of secretary upon becoming vice president by virtue of the operation of the bylaw, so no request to be excused from the duty of being secretary can be appropriately offered, accepted, or rejected.

[Gary Novosielski]

On 6/6/2022 at 10:18 PM, Guest Angela M. said:

Hello All.  For Clarification, our board members are first elected by our general membership then the board members themselves elect the board officers.   So, as it stands, the general membership has elected our new board member and now the board members will decide upon a new Vice President.     Our bylaws specifically prohibit directors from holding more than one office.   I would like to run for the Vice President position, but there is argument amongst our members if I must resign my Secretary position BEFORE accepting a nomination as Vice President.  Or if I am elected Vice President and chose to retain that position, my old position of secretary would then be vacant.  

Unless you have some specific rule that you must resign before seeking a different office (which would be rare), there is no need to do so..  RONR has no such requirement.  If  your bylaws prohibit directors from holding more than one office, then presuming you are elected Vice President, your term as Secretary ends with your election to VP, unless you immediately decline, and a vacancy then exists in the office of Secretary.

If you are not elected VP, you remain Secretary.