Absence of Board President and Vice President Positions

[Karen L]

Our Board Vice President resigned at our Annual Stockholder meeting. Our By-Laws state that the Board of Directors "Shall transact such other business as may properly come before the meeting as soon as convenient after the Annual Meeting of the Stockholders and elect from the members of the Board: a President; a Vice President; a Recording Secretary; a Stock Secretary and a Treasurer."  These members serve as our Officers and make up the Executive Committee. 

During our first meeting after the Annual Meeting of the Stockholders, no member of the BOD would accept the vote for the office of either President or Vice President. Our By-Laws also indicate "In the event of a vacancy on the Board of Directors or in any office, the same shall be filled for the unexpired term by the Board of Directors." A recommendation was made that we research rotating the "President" seat during our monthly meetings among the members of the Board of Directors. 

I am not certain how to go about making this happen. I currently serve as an office in the Stock Secretary position and will "Chair" our October meeting. Please advise! Thank you for your kind consideration of this matter.

[Josh Martin]

On 9/20/2022 at 3:07 PM, Karen L said:

Our Board Vice President resigned at our Annual Stockholder meeting. Our By-Laws state that the Board of Directors "Shall transact such other business as may properly come before the meeting as soon as convenient after the Annual Meeting of the Stockholders and elect from the members of the Board: a President; a Vice President; a Recording Secretary; a Stock Secretary and a Treasurer."  These members serve as our Officers and make up the Executive Committee. 

During our first meeting after the Annual Meeting of the Stockholders, no member of the BOD would accept the vote for the office of either President or Vice President. Our By-Laws also indicate "In the event of a vacancy on the Board of Directors or in any office, the same shall be filled for the unexpired term by the Board of Directors." A recommendation was made that we research rotating the "President" seat during our monthly meetings among the members of the Board of Directors. 

I am not certain how to go about making this happen. I currently serve as an office in the Stock Secretary position and will "Chair" our October meeting. Please advise! Thank you for your kind consideration of this matter.

As this is a stock corporation, I expect that this is a question which should ultimately be directed to an attorney. It is very possible that applicable law requires your organization to have a President.

So far as RONR is concerned, unless and until the position of President is filled, the board would elect a Chairman Pro Tempore at each meeting. (The Secretary would call the meeting to order and preside until that person is elected.) Certainly, this position could be rotated among members of the board at each meeting, if that is what the board desires.

It must be noted, however, that such a person only assumes the duties of presiding officer. If your organization's rules provide any other duties or authority for the President, that authority can only be exercised by a person who is actually the President. RONR does not contemplate a "rotation" in the actual office of President. While I suppose an organization theoretically could accomplish the desired "rotation" by electing a President at each meeting (who would resign at the next meeting), this does not strike me as a very good idea.

Edited September 20, 2022 at 09:02 PM by Josh Martin

[Karen L]

Mr Martin

Thank you for your kind response. I might add that that the Shares which are held have no monetary value. They are for voting purposes only. Our Association owns land upon which persons have cottages and rent the lot from us. Each cottage owner must hold Ten shares of stock (sold at $10 each) in order to maintain their lease. No matter how many shares are held, the stockholder has only one vote. Does this information make a difference? Thank you again. Karen

 

[Karen L]

On 9/20/2022 at 4:59 PM, Josh Martin said:

As this is a stock corporation, I expect that this is a question which should ultimately be directed to an attorney. It is very possible that applicable law requires your organization to have a President.

So far as RONR is concerned, unless and until the position of President is filled, the board would elect a Chairman Pro Tempore at each meeting. (The Secretary would call the meeting to order and preside until that person is elected.) Certainly, this position could be rotated among members of the board at each meeting, if that is what the board desires.

It must be noted, however, that such a person only assumes the duties of presiding officer. If your organization's rules provide any other duties or authority for the President, that authority can only be exercised by a person who is actually the President. RONR does not contemplate a "rotation" in the actual office of President. While I suppose an organization theoretically could accomplish the desired "rotation" by electing a President at each meeting (who would resign at the next meeting), this does not strike me as a very good idea.

 

[Josh Martin]

On 9/20/2022 at 4:32 PM, Karen L said:

Thank you for your kind response. I might add that that the Shares which are held have no monetary value. They are for voting purposes only. Our Association owns land upon which persons have cottages and rent the lot from us. Each cottage owner must hold Ten shares of stock (sold at $10 each) in order to maintain their lease. No matter how many shares are held, the stockholder has only one vote. Does this information make a difference? Thank you again. Karen

I suppose it means that this is not a "stockholder corporation" in the traditional sense, but I still advise consulting an attorney if the organization is incorporated and is seriously considering this "rotating" President business.

The second and third paragraphs of my response are the same regardless of the type of organization.

[Atul Kapur]

On 9/20/2022 at 5:32 PM, Karen L said:

the Shares which are held have no monetary value. . . . Each cottage owner must hold Ten shares of stock (sold at $10 each)

It sure looks like they have a monetary value, specifically $10. Perhaps you meant to say that the shares are not publicly traded (so different from, for example, shares in IBM).

But it appears clear that your organization is incorporated and, as Mr. Martin advised, 

On 9/20/2022 at 4:59 PM, Josh Martin said:

I expect that this is a question which should ultimately be directed to an attorney

 

Edited September 21, 2022 at 01:29 AM by Atul Kapur

[Karen L]

Thank you for your input. You are correct the shares are not publicly traded but do have a value of $10. I will share your responses with our Board and most likely contact our attorney for further advice.

[Guest Jen Dixson]

I have a similar situation in a small non-profit organization.  No one wants to be officers.  We were supposed to have a slate in place last month to vote on THIS month, but I was met with crickets for the President, Secretary, & Treasurer roles.  I am currently president and would like to step down and would happily be VP and fill in when needed.  I had no real clue what to do beyond table the slate presentation for this month and hope for willing bodies.  What if I don't get anyone willing?  We can't all just Pro Tempore roundabout, can we?  I was stumped and embarrassed at my lack of direction in this case.  Thanks!  Jen

[Gary Novosielski]

You can do pro-tem presiding and recording officers one meeting at a time, but the problem is that if your bylaws provide for duties and powers of these officers outside of the normal conduct of business during meetings, those powers and duties to not adhere to pro-tem appointees..

It may be time to start a discussion on how to dissolve the organization for lack of interest.  This has been known to shake reticent candidates out of the corners.  The term "slate" should be avoided when possible.  Each office is a distinct election, if the rules in RONR apply.

You can also elect people who have not been nominated (i.e., via write-in votes), and sometimes people who would not volunteer or seek nomination will agree to serve if actually elected.