Resignation of President

[Guest NonnyVon]

I am on the Board of a non-profit and our By-Laws don't specifically address a situation we are in.  Our elected President just resigned and our Vice President has taken it upon herself to move into the President's position thus naming herself President of our association.  She is now calling for someone to fill the Vice President's position.  Is she correct in handling the matter in this way or should she simply be called the Acting President until our elections are held in 9 more months?  And if so should we now be calling for a replacement permanent President?

[Rob Elsman]

Upon the acceptance of the resignation, the vice president became the president, and there should now be an election to fill the vacancy of vice president. Previous notice of the election must be given.

[Richard Brown]

On 2/6/2023 at 8:22 PM, Rob Elsman said:

Upon the acceptance of the resignation, the vice president became the president, and there should now be an election to fill the vacancy of vice president. Previous notice of the election must be given.

Rob, you may be correct, but I’m a little uncomfortable saying  that until we know what the OP’s bylaws say. If they are truly silent, and say absolutely nothing about what happens in the event of a vacancy in the presidency, then, yes, the rule in RONR to which you refer would be applicable. However, I am not comfortable saying that that is what must be done until I know more about what the bylaws say about the vice president and about filling vacancies. If the bylaws are truly silent, then, yes, the vice president actually became the president upon the president’s resignation.

[Guest Thank you Rob and Richard.]

I don't know what OP means nor am I familiar with the term of RONR.  However our By-Laws, in the Section for Duties of the NFRA Board indicate the following:  Section 1 (d) Fill vacancies as they occur on the Board.  Further in Section 2:  .........In the absence of the President the Vice President, then Secretary, then Treasurer will conduct the meeting.  Section 3 follows:  In the absence or disability of the President, the Vice President shall preside and perform all the duties of the President when so acting.

Herein is my question particularly as, at this point, all Board members have been notified, by the resigned President, that she did so but that resignation has not formally been accepted at a Board Meeting (we've only had one meeting since the resignation took place and the VP has already assumed she is the President).

Our By-Laws simply do not address a resignation scenario.

[Rob Elsman]

Until the resignation has been accepted by the proper authority, the "she" is still the president.  She should continue to perform her duties until the proper authority has had a reasonable opportunity to accept the resignation.

As I stated earlier, once the resignation has been accepted, the vice president will automatically become the president, and there will be a vacancy for vice president that needs to be filled (previous notice of the election being required).

[Joshua Katz]

On 2/7/2023 at 10:13 AM, Guest Thank you Rob and Richard. said:

I don't know what OP means nor am I familiar with the term of RONR.  However our By-Laws, in the Section for Duties of the NFRA Board indicate the following:  Section 1 (d) Fill vacancies as they occur on the Board.  Further in Section 2:  .........In the absence of the President the Vice President, then Secretary, then Treasurer will conduct the meeting.  Section 3 follows:  In the absence or disability of the President, the Vice President shall preside and perform all the duties of the President when so acting.

 

OP=original poster

RONR=Rules of Order, Newly Revised, i.e. the latest version of Robert's Rules, currently the 12th.

[Richard Brown]

On 2/7/2023 at 8:21 PM, Joshua Katz said:

OP=original poster

RONR=Rules of Order, Newly Revised, i.e. the latest version of Robert's Rules, currently the 12th.

Yes,  The full name of the book is actually “Roberts Rules of Order Newly Revised, 12th edition“. RONR is the official abbreviation. You will see it referred to regularly, in almost every thread, throughout this forum, as our answers are supposed to be based on what is in that parliamentary authority.

Edited to add: The abbreviation is not “RRO” or “RROO” as many people seem to think. It’s RONR. 

Edited February 8, 2023 at 05:30 AM by Richard Brown
Added last paragraph

[Atul Kapur]

On 2/7/2023 at 12:02 PM, Rob Elsman said:

She should continue to perform her duties until the proper authority has had a reasonable opportunity to accept the resignation.

 

On 2/7/2023 at 11:13 AM, Guest Thank you Rob and Richard. said:

we've only had one meeting since the resignation took place

That one meeting would appear to have been a reasonable opportunity.

[Guest clarification please]

And so because the resignation letter by the elected President was NOT presented for approval by the Board is it just assumed to be accepted simply because it was referred to at the 1st Board Meeting after the resignation was given?

[Josh Martin]

On 2/8/2023 at 11:18 AM, Guest clarification please said:

And so because the resignation letter by the elected President was NOT presented for approval by the Board is it just assumed to be accepted simply because it was referred to at the 1st Board Meeting after the resignation was given?

No, it is not "assumed" to be accepted simply because it was referred to. The resignation must be accepted by the board, which the board should do at its earliest opportunity. (Unless there are some unusual circumstances, such as if the board wishes to remove the President from office rather than accepting a voluntary resignation.)

"If a member who has accepted an office, committee assignment, or other duty finds that he is unable to perform it, he should submit his resignation. A resignation is submitted in writing, addressed to the secretary or appointing power; alternatively, it may be submitted during a meeting either orally or in writing. By submitting a resignation, the member is, in effect, requesting to be excused from a duty. The chair, on reading or announcing the resignation, can assume a motion “that the resignation be accepted.”" RONR (12th ed.) 32:5

Because the board could have accepted the resignation at the meeting where this was presented, however, and because the board failed to do so, the President retains the office of President, but is no longer under any obligation to carry out the duties of the office.

"The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted." RONR (12th ed.) 32:6

Until the resignation has been accepted, the Vice President will continue to be the Vice President, but since the President will (presumably) fail to perform the duties of that office at this point, it appears the bylaws provide that the Vice President is authorized to act in that capacity. "In the absence or disability of the President, the Vice President shall preside and perform all the duties of the President when so acting."

When the resignation is accepted and the office of President becomes vacant, the Vice President will automatically become President (no "acting" about it) and serve in that office for the remainder of the term, and there will be a vacancy to fill in the office of Vice President.

"If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice-president or first vice-president automatically becomes president for the remainder of the term, and the vacancy to be filled arises in the vice-presidency or lowest-ranking vice-presidency; if another method of filling a vacancy in the presidency is desired, it must be prescribed and specified as applying to the office of president in particular." RONR (12th ed.) 56:32

Edited February 8, 2023 at 05:31 PM by Josh Martin

[Guest Thank you so much Josh. I]

I totally understand the scenario under which we must continue.  THANK YOU, THANK YOU, THANK YOU.

 

[Gary Novosielski]

On 2/6/2023 at 8:09 PM, Guest NonnyVon said:

I am on the Board of a non-profit and our By-Laws don't specifically address a situation we are in.  Our elected President just resigned and our Vice President has taken it upon herself to move into the President's position thus naming herself President of our association.  She is now calling for someone to fill the Vice President's position.  Is she correct in handling the matter in this way or should she simply be called the Acting President until our elections are held in 9 more months?  And if so should we now be calling for a replacement permanent President?

No, according to RONR, the former VP, i.e., the new president, had the rules exactly right.  You need to fill the vacancy in the office of VP.

[Josh Martin]

On 2/8/2023 at 9:39 PM, Gary Novosielski said:

No, according to RONR, the former VP, i.e., the new president, had the rules exactly right.  You need to fill the vacancy in the office of VP.

Based upon additional facts, however, it appears the President's resignation has not yet been accepted. So I do not think the Vice President has become President - at least, not yet.

[Gary Novosielski]

On 2/8/2023 at 11:05 PM, Josh Martin said:

Based upon additional facts, however, it appears the President's resignation has not yet been accepted. So I do not think the Vice President has become President - at least, not yet.

Good point.  I was taking Guest NonnyVon's word for it that the president had resigned.  If that process is as yet incomplete, then there will be a delay before the aforementioned succession takes place.

[Guest Thanks Gary]

I totally understand the scenario under which we must continue.  THANK YOU, THANK YOU, THANK YOU.

The elected President sent her resignation letter to the Board in January but the Board has not accepted it.  I'm guessing now that I've 'poked the bear' it will be accepted at our March Board meeting.  It wasn't even addressed at the Feb Board meeting.

You all have been great and I've learned a lot via this thread.  Again, many thanks for all your input.

[Guest Guest Tina]

Similar situation. President sent resignation letter 2 weeks ago with predated date of resignation that was sent confidential to BOD. Non-board member contacted one of board members about letter - so breach of confidentiality. No provision for resignation and also faction in board. No provision for ES in bylaws, but RONR allows ES by majority vote. Have state law that allows for ES for breach of confidentiality and also Have a state law that says, "An officer may resign at any time by delivering notice to the nonprofit corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, then the board or the appointing officer may designate a successor before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time"  

Bylaws say if something isn't mentioned in them they RONR apply. AOI say the association shall have all powers granted by law to carry out its purposes. AOI trump bylaws, so does that mean state law can be used instead of bylaws accounting for RON since the state law did provide provision for resignation?

[Gary Novosielski]

Please ask a new question as a new topic, as requested in Important Read This First FAQ.

When doing so, please use full sentences with verbs, and fewer abbreviations like ES, RON.

 

[Guest Michele Eddy]

32:5 If a member who has accepted an office, committee assignment, or other duty finds that he is unable to perform it, he should submit his resignation. A resignation is submitted in writing, addressed to the secretary or appointing power; alternatively, it may be submitted during a meeting either orally or in writing. By submitting a resignation, the member is, in effect, requesting to be excused from a duty. The chair, on reading or announcing the resignation, can assume a motion 'that the resignation be accepted.'

What does the last sentence of this paragraph mean from Robert's Rules?  "The chair, on reading or announcing the resignation, can assume a motion 'that the resignation be accepted."  Does it mean there is an assumed motion on the table that the resignation be accepted for a Board of Directors to vote on?

[Dan Honemann]

On 4/6/2023 at 1:24 PM, Guest Michele Eddy said:

32:5 If a member who has accepted an office, committee assignment, or other duty finds that he is unable to perform it, he should submit his resignation. A resignation is submitted in writing, addressed to the secretary or appointing power; alternatively, it may be submitted during a meeting either orally or in writing. By submitting a resignation, the member is, in effect, requesting to be excused from a duty. The chair, on reading or announcing the resignation, can assume a motion 'that the resignation be accepted.'

What does the last sentence of this paragraph mean from Robert's Rules?  "The chair, on reading or announcing the resignation, can assume a motion 'that the resignation be accepted."  Does it mean there is an assumed motion on the table that the resignation be accepted for a Board of Directors to vote on?

Yes, if the chair decides to do so.

[J. J.]

On 2/7/2023 at 12:02 PM, Rob Elsman said:

Until the resignation has been accepted by the proper authority, the "she" is still the president.  She should continue to perform her duties until the proper authority has had a reasonable opportunity to accept the resignation.

As I stated earlier, once the resignation has been accepted, the vice president will automatically become the president, and there will be a vacancy for vice president that needs to be filled (previous notice of the election being required).

If the assembly acted as if the resignation was accepted, e.g. took action to fill the vice presidents slot or even if notice was given to fill the slot, it was accepted.