Replacing a resigning president

[Guest Marianne Nolte]

May the board appoint an interim president after a resignation to serve until the election?

[Gary Novosielski]

If the rules in RONR apply, the instant the president ceases to be president, the vice president becomes president. You then have a vacancy to fill in the office of vice president. 

If you have numbered vice presidents, the first vice president becomes president, and the other vice presidents move up one position, creating a vacancy in the office of the highest numbered vice president.

If your bylaws contain vacancy-filling rules applying specifically to the office of president, then those rules supersede the ones above, but if the bylaws say "all vacancies" that rule applies to all vacancies except that of the president, and the rule above does apply.

Whether the board has the power to fill vacancies, that is usually stated in the bylaws, but if not, and the board is given "general power over the affairs of the society between meetings", or similar language, that is sufficient.

If the board is given no power to fill vacancies, then a special election is needed by the body having the power to elect officers in the first place.

Edited March 31, 2023 at 08:13 PM by Gary Novosielski

[Weldon Merritt]

On 3/31/2023 at 2:06 PM, Gary Novosielski said:

f your bylaws contain vacancy-filling rules applying specifically to the office of president, then those rules supersede the ones above, but if the bylaws say "all vacancies" that rule applies to all vacancies except that of the president, and the rule above does apply.

I concur with Mr. Novosielski, but just want to add a point regarding the above language. For those inclined to argue that "all" means "all," I like to point out that as long as the organization has a vice president, there can never be a vacancy in the office of present. Why? Because the instant the sitting president resigns, dies, or is removed from office, the VP automatically and instantly become the president. This, no vacancy exists to be filled (except in the office of VP).

[Tomm]

We recently had the situation that both the president and vice president of the board resigned at the same time due to health concerns in our 501-c (4).

The board then selected new officers from within the board.

Seems to be the only option left?

[Joshua Katz]

On 4/1/2023 at 12:56 PM, Tomm said:

Seems to be the only option left?

It depends on how they were chosen in the first place.

[Tomm]

On 4/1/2023 at 11:47 AM, Joshua Katz said:

It depends on how they were chosen in the first place.

Board members are elected by the general membership but the bylaws allow the board to elect their own officers, and they do that in executive session.

[Joshua Katz]

Then the board, absent another provision, will fill the vacancy in the vice-presidency, which will immediately result in another vacancy i nthat office, which the board will fill again. I'm assuming the board elects its own officers from among its members, in which case they'll have to choose that way. If they want someone else, the membereship will need to elect that pereson to the board.

[Gary Novosielski]

On 4/1/2023 at 2:50 PM, Tomm said:

Board members are elected by the general membership but the bylaws allow the board to elect their own officers, and they do that in executive session.

Assuing 

 

On 4/1/2023 at 1:56 PM, Tomm said:

We recently had the situation that bhe president and vice president of the board resigned at the same time due to health concerns in our 501-c (4).

The board then selected new officers from within the board.

Seems to be the only option left?

It seems fine, if the board is empowered to accept resignations and fill vacancies.  

Unless those two just resigned from their offices, but not from the board, then you apparently have two board seats left to fill. as well.  It's possible they could have resigned from the board at the same time, but I can't tell from your question.

[Tomm]

On 4/1/2023 at 3:37 PM, Gary Novosielski said:

Unless those two just resigned from their offices, but not from the board, then you apparently have two board seats left to fill. as well.  It's possible they could have resigned from the board at the same time, but I can't tell from your question.

FYI: They only resigned from their positions as President and VP and remained on the board.

[Rob Elsman]

As soon as the resignations have been accepted by the proper authority, previous notice of elections should be given, and elections should be held at the next meeting thereafter.

In the interim, the board may elect a temporary presiding officer for each meeting by majority vote.

[Gary Novosielski]

On 4/1/2023 at 8:18 PM, Tomm said:

FYI: They only resigned from their positions as President and VP and remained on the board.

Somehow we got hijacked from answering the original question by Guest Marianne Nolte.