Guest Craig Hanson Posted June 25, 2022 at 01:35 AM Report Share Posted June 25, 2022 at 01:35 AM TIA for the help - our lake association President has resigned from the president position and claims that since our by-laws don't account for this - our by-laws say to refer to Robert's Rules on issues not covered in the by-laws - his position is he moves to the past president board position and that he can maintain his committee memberships Is this the case Quote Link to comment Share on other sites More sharing options...
Weldon Merritt Posted June 25, 2022 at 02:12 AM Report Share Posted June 25, 2022 at 02:12 AM If he is basing his claim on RONR, he is off base. RONR has nothing to say about the past president, so you will have to look for your own rules. So what, if anything, do your bylaws say about the (immediate) past president? Please quote exactly; don't paraphrase. Quote Link to comment Share on other sites More sharing options...
Guest Craig Hanson Posted June 25, 2022 at 11:44 AM Report Share Posted June 25, 2022 at 11:44 AM Mr. Merritt - thank you for your assistance - greatly appreciated Here's the by-laws Removal. Any Director of the Board of Directors may be removed from office by a two-thirds (2/3) vote of the Membership at any annual or special meeting, provided that notice of the proposed removal has been sent or delivered to all Members at least two (2) weeks in advance of the meeting. Electronic mail is an acceptable method of communicating this notice. Vacancv. A vacancy on the Board of Directors for any cause, including resignations that shall be received in writing, shall be temporarily filled by appointment by a majority vote of the remaining Directors until a qualified successor is elected or confirmed by the Membership at any annual or special meeting. The Vice President shall immediately fill the vacancy of President until a qualified successor is elected or confirmed by the Membership at any annual or special meeting. President. It shall be the duty of the President to preside at all meetings of the Association and coordinate the functions and affairs of the Association with the Executive Committee subject to the approval of the Board of Directors. The President reports to the Board of Directors and the Membership at meetings. Each outgoing President shall be the immediate Past President appointed by the Board of Directors for the following two (2) vear term, subiect to the approval of the Membership at any annual or special meeting. Again thank you Craig Quote Link to comment Share on other sites More sharing options...
Weldon Merritt Posted June 25, 2022 at 01:46 PM Report Share Posted June 25, 2022 at 01:46 PM On 6/25/2022 at 5:44 AM, Guest Craig Hanson said: Each outgoing President shall be the immediate Past President appointed by the Board of Directors for the following two (2) vear term, subiect to the approval of the Membership at any annual or special meeting. Based on the above, and assuming there are no other provisions related to the immediate past president, you have a bylaws interpretation problem. By ordinary dictionary definitions, the president who resigned is the immediate past president. But the quoted provision does not seem to me to give him an automatic position. First, he has to be appointed by the board of directors. (But appointed to what? Presumably to the board, but that's not at all clear.) It might be argued that the word "shall" manes that the board has no discretions and must appoint him; but then why involve the board at all? Then even if he is appointed by the board, the appointment must be approved by the membership. So I have doubts that he is entitled to any automatic position. But ultimately, that's a bylaws interpretation question that only your organization can answer. See RONR (12th ed.) 56:68 for some principles of interpretation. Once our organization makes an interpretation, the bylaws should be amended at the earliest opportunity to clarify the intent. And while you're at it, I (and just about every other frequent responder on this forum) recommend that you eliminate any official role for the immediate past president. One of our late colleagues, Dr. John Stackpole, had an excellent list (which I have saved) of the reasons why giving the IPP an official position is a bad idea. I won't post the list now, but will be happy to share it with you if you would like to see it. The upshot is that giving the IPP an official position is fraught with potential problems that were not anticipated when the position was created. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 26, 2022 at 03:38 PM Report Share Posted June 26, 2022 at 03:38 PM Mr. Hanson, I agree completely with Mr. Merritt’s very well written analysis and opinion. The issue here is your bylaws and it is up to the members of your organization to interpret them. And, I might add, to fix them. Quote Link to comment Share on other sites More sharing options...
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