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A wrinkle on the ubiquitous past president issue


smb

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An association's bylaws provide for the immediate past president to remain on the board as a voting member.  The immediate past president has been elected to the position of vice-president, also a voting member of the board.  The bylaws state that if the IPP is unable or unwilling to serve, the board can appoint another past president to the IPP position.  Since the newly elected VP cannot hold two positions on the board, it would seem that he is 'unable' to fulfill the hold-over position and the board is free to appoint another prior president to the position.  

Do you see any flaws in this logic?

Thx

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On 2/17/2023 at 2:05 PM, smb said:

p.s.  The Bylaws do not expressly prohibit someone from holding more than one office; so if the IPP is not technically "unable" to serve he can just declare he is unwilling to serve as both?

Well, not so fast.  What does "serving" mean in this case?  If it is nothing more than showing up for board meetings, then he's clearly not unwilling since he will be showing up as Vice President.  🔧

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On 2/17/2023 at 3:34 PM, Bruce Lages said:

That was my thought also. If the VP/IPP is willing to be a board member as the VP, and is simultaneously the IPP by definition, does that preclude the option of selecting another PP to occupy the IPP board position?

Of course it does.

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On 2/17/2023 at 7:29 PM, Weldon Merritt said:

Yet another good reason to not give the IPP an automatic position. Yet some organizations persist in doing it. I'll have to say that the ones I've had direct experience with have worked well. But it is still fraught with potential problems.

I agree.  I have actually served as an automatic IPP board member, and have been a member of two large organizations that had this bylaws provision. I have a positive view of how things worked in those cases.  But I think most of that was luck, Given the potential and reported horror stories in many societies, I would strongly advise against such an automatic provision.   

I might be persuaded to support a rule allowing the then-current board to offer a seat to the past president on a case-by-case basis, depending on their assessment of the departing president's willingness to work productively with the remaining board.  But there's nothing to prevent a board from seeking advice from any experienced member without giving them a vote, and there's no guarantee that the departing president is always the best choice for good advice.

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On 2/17/2023 at 12:55 PM, smb said:

Do you see any flaws in this logic?

 

 

On 2/17/2023 at 12:55 PM, smb said:

The bylaws state that if the IPP is unable or unwilling to serve, the board can appoint another past president to the IPP position.

Well, the idea of appointing someone who is not an immediate past president to be immediate past president strikes me as illogical.

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On 2/17/2023 at 1:05 PM, smb said:

p.s.  The Bylaws do not expressly prohibit someone from holding more than one office; so if the IPP is not technically "unable" to serve he can just declare he is unwilling to serve as both?

 

On 2/17/2023 at 1:44 PM, Dan Honemann said:

Certainly seems so.

 

On 2/17/2023 at 2:34 PM, Bruce Lages said:

 . . . If the VP/IPP is willing to be a board member as the VP, and is simultaneously the IPP by definition, does that preclude the option of selecting another PP to occupy the IPP board position?

 

On 2/17/2023 at 4:47 PM, Dan Honemann said:

Of course it does.

@Dan HonemannMr. Honemann, it seems your answers are not consistent.... even contradictory. If the VP/IPP can decline to serve as the IPP per the bylaws and your other answer, why can't the board select another PP to serve as the IPP if the VP/IPP declines to serve as the IPP?

Edited by Richard Brown
Added last nine or so words
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On 2/18/2023 at 1:12 PM, Joshua Katz said:

Well, the idea of appointing someone who is not an immediate past president to be immediate past president strikes me as illogical.

Yes, to the extent the organization wishes to retain this rule, it would seem prudent to come up with a new title for this position, such as "Past President" or "Advisor" or whatever. But if the bylaws provide that, in certain circumstances, "the board can appoint another past president to the IPP position" then I suppose that is what shall be done, even although the person's title will be inaccurate.

On 2/17/2023 at 12:55 PM, smb said:

An association's bylaws provide for the immediate past president to remain on the board as a voting member.  The immediate past president has been elected to the position of vice-president, also a voting member of the board.  The bylaws state that if the IPP is unable or unwilling to serve, the board can appoint another past president to the IPP position.  Since the newly elected VP cannot hold two positions on the board, it would seem that he is 'unable' to fulfill the hold-over position and the board is free to appoint another prior president to the position.  

Do you see any flaws in this logic?

On 2/17/2023 at 1:05 PM, smb said:

p.s.  The Bylaws do not expressly prohibit someone from holding more than one office; so if the IPP is not technically "unable" to serve he can just declare he is unwilling to serve as both?

It certainly seems from the facts presented that this person is not, in fact, unable to serve as IPP, since nothing in the bylaws actually prevents a person from holding more than one office, and this person is presumably otherwise able to serve as IPP.

It would seem to me that only the member himself can determine whether he is "willing" to serve as IPP. So I would think that any person can refuse to serve as IPP. But it will ultimately be up to the organization to interpret its own rules.

Ultimately, it may be prudent to amend the bylaws to provide that "A person who holds another position on the board is ineligible to serve as Immediate Past President," or something to that effect. (Or better yet, just get rid of the IPP position altogether.)

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On 2/24/2023 at 9:33 AM, Richard Brown said:

If the VP/IPP can decline to serve as the IPP per the bylaws and your other answer, why can't the board select another PP to serve as the IPP if the VP/IPP declines to serve as the IPP?

I would assume because the immediate past president is just that.  No other past president can be the last one to have served as President before the current one.  

So if the current President were to die in office, there would be no immediate past president to serve on the Board.

How do your bylaws define "immediate past president"?

Edited by Drake Savory
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On 2/24/2023 at 8:36 PM, Drake Savory said:

I would assume because the immediate past president is just that.  No other past president can be the last one to have served as President before the current one.  

But the bylaws say the Immediate Past President can decline to serve, in which case they reach back to another past president to fill the position.  My comment, though, was directed to @Dan Honemann who acknowledged that the IPP could decline to serve, but at the same time seemed to be saying that no other past president could be selected to serve in his place.  The two responses are contradictory, or at least they seem that way to me.

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We are told that the association's bylaws provide for the immediate past president to remain on the board as a voting member and also state that, if the IPP is unable or unwilling to serve, the board can appoint another past president to the IPP position.  We are also told that the IPP was elected to the office of VP and that the bylaws do not prohibit someone from holding more than one office.

The first question was: "... if the IPP is not technically "unable" to serve he can just declare he is unwilling to serve as both?  I replied by saying that it certainly seems so.

Mr. Lages then asked: "If the VP/IPP is willing to be a board member as the VP, and is simultaneously the IPP by definition, does that preclude the option of selecting another PP to occupy the IPP board position?"  I read this as asking: "If the VP/IPP is willing to be a board member as the VP, and also simultaneously as the IPP, does that preclude the option of selecting another PP to occupy the IPP board position?", and I replied "Of course it does." I can see now that I probably misread the question, and apologize for any confusion this has caused.  

 

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On 2/25/2023 at 11:50 AM, Dan Honemann said:

We are told that the association's bylaws provide for the immediate past president to remain on the board as a voting member and also state that, if the IPP is unable or unwilling to serve, the board can appoint another past president to the IPP position.  We are also told that the IPP was elected to the office of VP and that the bylaws do not prohibit someone from holding more than one office.

The first question was: "... if the IPP is not technically "unable" to serve he can just declare he is unwilling to serve as both?  I replied by saying that it certainly seems so.

Mr. Lages then asked: "If the VP/IPP is willing to be a board member as the VP, and is simultaneously the IPP by definition, does that preclude the option of selecting another PP to occupy the IPP board position?"  I read this as asking: "If the VP/IPP is willing to be a board member as the VP, and also simultaneously as the IPP, does that preclude the option of selecting another PP to occupy the IPP board position?", and I replied "Of course it does." I can see now that I probably misread the question, and apologize for any confusion this has caused.  

 

Still it leaves me with the question is the position of Immediate past president an office or not.

If it is an office then by having the vice-precidency office means that the office of immediate past president is vacant so another may be appointed.

If it is not an office the immediate past president can hold both post so there is no vacancy.

 

 

Edited by puzzling
Misread an earlier post thought no one could hold two offices
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On 2/25/2023 at 7:18 AM, puzzling said:

Still it leaves me with the question is the position of Immediate past president an office or not.

If it is an office then by having the vice-precidency office means that the office of immediate past president is vacant so another may be appointed.

Nothing that has been posted warrants this conclusion.

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On 2/24/2023 at 8:36 PM, Drake Savory said:

I would assume because the immediate past president is just that.  No other past president can be the last one to have served as President before the current one.  

As a general matter, I would agree, but in this instance we are specifically told that "The bylaws state that if the IPP is unable or unwilling to serve, the board can appoint another past president to the IPP position."

I understand that this doesn't actually make any sense, because as you say, "No other past president can be the last one to have served as President before the current one." Notwithstanding this, the rule in the bylaws is controlling, even although it means the person holding the office of "Immediate" Past President will have an inaccurate and misleading title.

On 2/25/2023 at 6:18 AM, puzzling said:

Still it leaves me with the question is the position of Immediate past president an office or not.

It seems to me that it is (at least in this society), although I don't think it matters for purposes of answering this question. The facts presented suggest that the Immediate Past President serves ex officio as a member of the board, and it is generally understood that members of the Board of Directors are officers of the society.

 "Other Officers. In addition to the officers described above, an organization can provide in its bylaws for any other officers it may wish—including assistant officers. Officers sometimes included, and their usual duties, are:

• Directors (or trustees, or managers), who sit as members of the executive board (49)—usually in addition to the other officers—and perform such duties as the bylaws may require. In some organizations the term trustees refers to officers who perform the duties of elected auditors (see 48:25)." RONR (12th ed.) 47:40

On 2/25/2023 at 6:18 AM, puzzling said:

If it is an office then by having the vice-precidency office means that the office of immediate past president is vacant so another may be appointed.

It is not correct that "then by having the vice-precidency office means that the office of immediate past president is vacant." There is no prohibition in RONR on a person serving in multiple offices, and we are specifically told that "The Bylaws do not expressly prohibit someone from holding more than one office." As a consequence, the office of Immediate Past President does not automatically become vacant by virtue of the fact that the IPP has been elected as Vice President.

"The assembly is free, however, to elect the same person to another office on a subsequent ballot, unless the bylaws prohibit a person from holding both offices simultaneously." RONR (12th ed.) 46:31

I don't know that it matters, however, because the bylaws provide that "The bylaws state that if the IPP is unable or unwilling to serve, the board can appoint another past president to the IPP position." So the matter can be resolved by the IPP declaring that he is unwilling to serve. In the ordinary case, such a vacancy is impossible to fill (since there is only one Immediate Past President), but in this situation the bylaws specifically provide that "the board can appoint another past president to the IPP position."

On 2/25/2023 at 6:18 AM, puzzling said:

If it is not an office the immediate past president can hold both post so there is no vacancy.

As noted above, 1.) I believe the IPP is an "office" and 2.) I don't think it actually matters. In either case, there is not automatically a vacancy, but a vacancy can be created by the IPP declaring that is unwilling to serve as IPP, in which case the vacancy can be filled as provided in the organization's bylaws.

Edited by Josh Martin
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