Executive Board Resignations

[Lrschutt]

Unfortunately, our Church Club has just had the President and Vice-President resign. Our By-Laws state that " Vacancies in office will be filled by appointment of the President with prior approval of her executive board." Since the President has resigned, can the rest of the board make the appointments? I just want to make sure this being done correctly. Also, do we have to abide by some sort of timeline? We want to get this sorted out before the next meeting. And lastly, do we have to disclose to the entire membership who we considered for these positions. The Executive Board members serve for 2 years and the next Election will be held this upcoming April. Thanks.

[Joshua Katz]

How do your president and vice president get into office in the first place?

[Lrschutt]

The Officers are voted on by membership every 2 years. Is there rules of succession in this instance? Like the secretary technically becomes President, unless she doesn't want it.

Edited August 17, 2023 at 01:31 PM by Lrschutt

[Josh Martin]

On 8/17/2023 at 7:33 AM, Lrschutt said:

Our By-Laws state that " Vacancies in office will be filled by appointment of the President with prior approval of her executive board." Since the President has resigned, can the rest of the board make the appointments?

They say nothing else on this matter?

In the long run, I think your society should amend its bylaws to clarify what to do in this situation. It appears the drafters did not contemplate the possibility of the President and Vice President resigning simultaneously.

It seems to me there are a few possibilities here:

• If the President or Vice President are amenable, and their resignations have not yet been accepted, one of the two of them could appoint a new President on the way out the door, with approval of the executive board.
• Failing that, I do think it would be reasonable to interpret this rule as providing that the executive board may appoint a President in the event of a vacancy in the office of President and Vice President. If the bylaws include a provision granting the board "full power and authority" to act between meetings of the membership, that would strengthen this case.
• Finally, it might be argued that in these circumstances, only the membership has the authority to fill the vacancies.

I would also add that, until the vacancy in the office of President is filled, the Secretary would call meetings to order, and the first item of business would be to elect a Chairman Pro Tempore to preside for the duration of the meeting (or until a President is elected, whichever happens first).

On 8/17/2023 at 7:33 AM, Lrschutt said:

Also, do we have to abide by some sort of timeline?

No. But it would seem desirable to fill the vacancies as soon as possible.

On 8/17/2023 at 7:33 AM, Lrschutt said:

We want to get this sorted out before the next meeting.

I'm not sure on what you mean by this. Do you mean you just want an answer on how to proceed before the next meeting, or do you want to actually fill the vacancies before the next meeting? The latter may be difficult. The executive board has no power to act outside of a meeting, unless your bylaws so provide.

On 8/17/2023 at 7:33 AM, Lrschutt said:

And lastly, do we have to disclose to the entire membership who we considered for these positions.

Nothing in RONR would require it.

On 8/17/2023 at 8:30 AM, Lrschutt said:

Is there rules of succession in this instance? Like the secretary technically becomes President, unless she doesn't want it.

No. There is no automatic order of succession beyond the Vice President(s) unless the bylaws so provide.

Edited August 17, 2023 at 01:51 PM by Josh Martin

[Joshua Katz]

No, there are no rules of succession. Instead, the vacancy (if the bylaws are otherwise silent) needs to be filled by the body that made the initial appointment, in this case, the membership. In this case, the bylaws do say something, but that something is inapplicable to your circumstance, so my thought is that you'd revert to the general rule.

Just to be clear, though, do the members vote on the officers qua officers? I.e. do they elect a President, who is then on the board by virtue of being president?

The closest thing to a succession rule applies to the meeting context. If the president and vice-president are absent at a meeting (as they will be, until the positions are filled), the secretary calls the meeting to order and presides over the election of a presiding officer pro tem.

[Josh Martin]

On 8/17/2023 at 8:48 AM, Joshua Katz said:

No, there are no rules of succession. Instead, the vacancy (if the bylaws are otherwise silent) needs to be filled by the body that made the initial appointment, in this case, the membership. In this case, the bylaws do say something, but that something is inapplicable to your circumstance, so my thought is that you'd revert to the general rule.

But the "general rule" says a little bit more than that.

'The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly. For particular vacancies, see 47:22 (president-elect), and 47:28–30 and 56:32 (president and vice-presidents). See also 13:23 (vacancies in a committee)." RONR (12th ed.) 47:57, emphasis added

[Joshua Katz]

Fair enough. If the bylaws do that, then I agree the executive board may fill the vacancies.

[Lrschutt]

Ok.  So what happens if our bylaws do not specify that the Board has power and authority over the society's affairs between meetings? Then the board can not make the decision? And it has to come to a vote? If it does come to a vote, then do both positions have to be voted on or is it just the President position, who would then choose a VP?

[Gary Novosielski]

On 8/17/2023 at 12:44 PM, Lrschutt said:

Ok.  So what happens if our bylaws do not specify that the Board has power and authority over the society's affairs between meetings? 

Then what exactly would the board do during its meetings?   What do your bylaws say about the powers and duties of the board?

[Joshua Katz]

On 8/17/2023 at 11:44 AM, Lrschutt said:

Then the board can not make the decision?

That is my position. I believe Mr. Martin differs.

On 8/17/2023 at 11:44 AM, Lrschutt said:

And it has to come to a vote?

In my view, of the membership, yes.

 

On 8/17/2023 at 11:44 AM, Lrschutt said:

If it does come to a vote, then do both positions have to be voted on or is it just the President position, who would then choose a VP?

The voting body would fill both positions. 

[Josh Martin]

On 8/17/2023 at 11:44 AM, Lrschutt said:

Ok.  So what happens if our bylaws do not specify that the Board has power and authority over the society's affairs between meetings? Then the board can not make the decision? And it has to come to a vote?

This makes the case for the board being able to make the decision somewhat weaker. I do think it would still be a reasonable interpretation that the board could fill the vacancy. But it would also be a reasonable interpretation that this would rest with the membership. Ultimately, it will be up to the organization to interpret its bylaws.

Is there any chance the outgoing President or Vice President would be willing to appoint someone on the way out the door, as I suggested?

On 8/17/2023 at 11:44 AM, Lrschutt said:

If it does come to a vote, then do both positions have to be voted on or is it just the President position, who would then choose a VP?

I think it would be the latter. And the Executive Board would then approve the choice of VP.

On 8/17/2023 at 12:06 PM, Joshua Katz said:

The voting body would fill both positions. 

Under ordinary circumstances, I would agree, but the organization's rules provide that "Vacancies in office will be filled by appointment of the President with prior approval of her executive board." It seems to me that when the position of President is filled, that provision will be applicable again.

[Joshua Katz]

Ah, good catch. And, to close the circle I created, even if they appointed a VP first, the result would be the same, because the VP would immediately become President.

[Gary Novosielski]

On 8/17/2023 at 3:51 PM, Josh Martin said:

Under ordinary circumstances, I would agree, but the organization's rules provide that "Vacancies in office will be filled by appointment of the President with prior approval of her executive board." It seems to me that when the position of President is filled, that provision will be applicable again.

If the offices are to be filled at a membership meeting, and the assembly does not want to wait for board approval at some future board meeting (the word prior seems out of place there), there is a workaround.  Fill the VP vacancy first.  The VP will immediately become president, and then fill the VP vacancy second.

[Joshua Katz]

On 8/17/2023 at 5:16 PM, Gary Novosielski said:

Fill the VP vacancy first.  The VP will immediately become president, and then fill the VP vacancy second.

Why wouldn't the newly-crowned President then appoint the VP, who will be approved at a future board meeting?

[Josh Martin]

On 8/17/2023 at 5:16 PM, Gary Novosielski said:

If the offices are to be filled at a membership meeting, and the assembly does not want to wait for board approval at some future board meeting (the word prior seems out of place there), there is a workaround.  Fill the VP vacancy first.  The VP will immediately become president, and then fill the VP vacancy second.

I don't see how this is a workaround. Whichever position is filled first, there will then be a President, and the rule in the bylaws will then become applicable.

If the concern is a delay, this doesn't seem to be much of a problem. The board could schedule a board meeting to be held immediately after the membership meeting.

[Gary Novosielski]

On 8/17/2023 at 11:26 PM, Josh Martin said:

I don't see how this is a workaround. Whichever position is filled first, there will then be a President, and the rule in the bylaws will then become applicable.

My thought was that if the board's power to confirm appointments arises between membership meetings, then action taken at a membership meeting could fill the VP office before the matter ever came before the board.  

I concede that this thought might have less than fully formed. 😕