Procedure for VP to return to VP role after succeeding to President?

[Guest AnonymousInterimPresident]

Situation is a small non-profit board. The elected president resigned and the elected VP took over that role. However they aren't very interested in being president so a search is being conducted for a new president. Once a new president is found, the former VP may want to return to the VP role.  What is the procedure for this? I'd assume that it looks like this in a meeting:

1) Former VP resigns from President role. Since they were elected specifically to this position, this would also mean they resign from the board. They would then leave the meeting as they are no longer a board member.

2) A third member (neither former VP or potential president) takes over chair of meeting by majority vote of members

3) Board votes to appoint new President by majority vote. New president takes over chair of meeting

4) Board votes to reappoint former VP back to VP role by majority vote.

5) VP is invited to rejoin meeting in progress.

Does that sound right?

Our bylaws do allow the board to appoint directors and board members.

I should note that there is a small but real chance that the former VP may not have enough support from the board for the vote to reappoint them to be guaranteed to pass, so we need to do things by the book in case this occurs.

 

 

[Richard Brown]

On 3/28/2023 at 10:36 AM, Guest AnonymousInterimPresident said:

Does that sound right?

Yes, that procedure will work fine. We could quibble a bit over details, but you have it basically correct. An alternate procedure to accomplish the same result is for the board to fill the existing VP vacancy with the person they want to become president, then for the current president to resign, causing the new VP to become president, and then for the board to appoint him as vice president.   An advantage of this method is that you are not without a president even momentarily.  That may or may not be risky. All of this assumes that the board does in fact have the authority to make these appointments and that they can be made without previous notice or that previous notice has in fact been given.

[Bruce Lages]

I'm not sure I understand why the former VP, now the president, is also removed from the board if he resigns from the presidency. Is there a general membership - separate from the board - that elects the president and vice president? One reason I ask is because in your bulleted item 3) you state that the board appoints a new president. Is that also how the former VP got to be president? If the board elects the president then it seems likely that a person could resign from that office but remains as a board member.

[Richard Brown]

Whether the current president remains a member of the board if he resigns as president depends on how the bylaws define the make up of the board and how he became a member of the board in the first place.  If the bylaws say that the board shall consist of a certain number of persons elected by the membership, including the president and vice president, then he is on the board by virtue of being president. Therefore, if he resigns as president, he is no longer a member of the board.

However, if the membership elects the board and then the board selects the president (and vice president) from among the members of the board, then he can resign as president but would still be a member of the board.

[AnonymousInterimPresident]

Yes, the full membership elects the officers to specific positions at the AGM, but the bylaws give the board the power to fill vacant positions in between AGMs.

Electing the new president to VP prior to the former VP resigning from President makes sense as that mitigates the risk of the board failing to approve the new president while the VP position is also vacant.

Is it allowable/advisable to have a single motion that accepts the former VP's resignation from President, appoints the new President, and appoints the former VP back to the VP position? That would avoid even a momentary interregnum period.

Edited March 28, 2023 at 06:30 PM by AnonymousInterimPresident
clarity

[Josh Martin]

On 3/28/2023 at 1:29 PM, AnonymousInterimPresident said:

Is it allowable/advisable to have a single motion that accepts the former VP's resignation from President, appoints the new President, and appoints the former VP back to the VP position? That would avoid even a momentary interregnum period.

In my view, this would be acceptable only if there is unanimous consent. I believe a single objection would be sufficient to require separate votes on these motions.

[Gary Novosielski]

On 3/28/2023 at 2:29 PM, AnonymousInterimPresident said:

Is it allowable/advisable to have a single motion that accepts the former VP's resignation from President, appoints the new President, and appoints the former VP back to the VP position? That would avoid even a momentary interregnum period.

Could be, but it would be subject to a demand for Division of a Question, which would split the two parts.

I think the smoothest course would be to appoint the future president to VP first, and if that goes through, accept a resignation from the current president, then appoint the newly resigned president to VP.  

And it may be necessary to provide previous notice of the intent to fill the VP position (one or more times).

 

I think it should be noted that one of, if not the, most important qualifications for VP is the willingness to step into the office of president on short notice should that become necessary.  Apparently that was not a big consideration in electing the former VP.  And by the way, there is no such thing in RONR as "interim" president.  When the president leaves office early, the VP becomes president.

Edited March 28, 2023 at 07:00 PM by Gary Novosielski

[AnonymousInterimPresident]

On 3/28/2023 at 12:53 PM, Gary Novosielski said:

I think it should be noted that one of, if not the, most important qualifications for VP is the willingness to step into the office of president on short notice should that become necessary.  Apparently that was not a big consideration in electing the former VP.  

In the words of a great warrior-poet "You go to war with the army you have, not the army you might want".

[Gary Novosielski]

On 3/29/2023 at 5:09 PM, AnonymousInterimPresident said:

In the words of a great warrior-poet "You go to war with the army you have, not the army you might want".

I count the late Donald Rumsfeld among the ranks of neither the great poets nor the great warriors.  As Secretary of Defense, he was responsible for the insufficient level of supplies that he was trying to excuse with those words, in response to the complaints of ground troops serving in the army he had.

But I do get your point.