Filling the vacancy of Officer

[Jay M]

Our not for profit orgnization constituion says 

Election, Qualification and Term of Office: The President, Vice President, Secretary, Joint Secretary, Treasurer, and Joint Treasurer shall be elected by the new Board of Trustees of the upcoming year at the regular annual meeting of the Board of Trustees subject to the Article IV, Section 8. If the election of officers shall not be held at such a meeting, such election shall be held thereafter as soon as possible. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected.

My question is if any officer is removed or resigned from their title how do we fill the vacancy? If President resigns does vice president  become president for the rest of the year or until the new president is elected in next board meeting?

Thanks in advance

 

[Phil D]

I defer to Richard and his citations

Edited January 20, 2023 at 09:24 PM by Phil D

[Richard Brown]

On 1/20/2023 at 12:52 PM, Jay M said:

Our not for profit orgnization constituion says 

Election, Qualification and Term of Office: The President, Vice President, Secretary, Joint Secretary, Treasurer, and Joint Treasurer shall be elected by the new Board of Trustees of the upcoming year at the regular annual meeting of the Board of Trustees subject to the Article IV, Section 8. If the election of officers shall not be held at such a meeting, such election shall be held thereafter as soon as possible. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected.

My question is if any officer is removed or resigned from their title how do we fill the vacancy? If President resigns does vice president  become president for the rest of the year or until the new president is elected in next board meeting?

Thanks in advance

 

I'm going to answer your questions in the reverse order, addressing a vacancy in the office of president first.  Unless your bylaws provide otherwise, and if RONR is your parliamentary authority, the vice-president (or the 1st VP if you have more than one VP) automatically and instantly becomes president for the remainder of the term.  47:28 RONR (12th ed.).  Here is the text of that section:  "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)".  Therefore, the vacancy to be filled by your board will be in the office of the vice-president, not that of the president.

A vacancy in other office would be filled by your board and would serve out the remainder of the term of the officer he is replacing.   Although the vacancy can be filled at "any meeting", it should be done as soon as possible, preferably at the next meeting.  Per §47:58 of RONR, notice of filling a vacancy in an office must always be given to the members of the body that will elect the person to fill it unless the bylaws or special rules of order clearly provide otherwise.  Since your bylaws are silent about a notice requirement, it is my opinion that prior notice must be given to the board members that a particular vacancy is going to be filled.   Previous notice means that notice of the proposed action must be given in the call of the meeting or at the previous meeting if there is less than a quarterly time interval between meetings.  10:44-51 RONR (12th ed.).

Here is the text of 10:44:

The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. A requirement of previous notice means that announcement that the motion will be introduced— indicating its exact content as described below— must be included in the call of the meeting (1: 7, 9: 2– 5) at which the motion will be brought up, or, as a permissible alternative, if no more than a quarterly time interval (see 9: 7) will have elapsed since the preceding meeting, the announcement must be made at the preceding meeting.

 

 

 

[Jay M]

Thanks Richard for your guidance.