Nonprofit wash Posted August 28, 2023 at 04:46 PM Report Share Posted August 28, 2023 at 04:46 PM Our National Constitution, which functions as bylaws, states that "The immediate Past President [and a few other positions]... shall be non-voting Ex-Officio Members of the National Executive Board." We recently started a new board term for the next two years. The immediate past president up to 2023 was removed from office by a vote of the board. Does this mean that the president up to 2021 can and should occupy the ex officio seat? Or should the recent 1st VP (who moved up to President when the former president was expelled) hold the ex officio seat? Or no one? Quote Link to comment Share on other sites More sharing options...
J. J. Posted August 28, 2023 at 05:07 PM Report Share Posted August 28, 2023 at 05:07 PM The person who left the office of president in 2021 is not "immediate past president ." Did you remove the other person from the position of president or of past president? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted August 28, 2023 at 05:18 PM Report Share Posted August 28, 2023 at 05:18 PM On 8/28/2023 at 12:46 PM, Nonprofit wash said: The immediate past president up to 2023 was removed from office by a vote of the board. Assuming this means removed from IPP, this is your mistake (together with putting the IPP on the board ex officio). A board may not vote to make red mean blue, or at least, if it tries, it won't succeed. Similarly, the words IPP have a meaning that cannot be changed by a vote of the board. If your bylaws (which I have not reviewed) put the IPP on the board ex officio, then there's no removing him. If the Mayor were on the board ex officio, you'd need to remove him from the office of Mayor to remove him from the board (or amend the bylaws). So too here, except that there's nothing equivalent to removal as Mayor, This is one reason having such a position is so dangerous. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted August 28, 2023 at 06:50 PM Report Share Posted August 28, 2023 at 06:50 PM (edited) On 8/28/2023 at 11:46 AM, Nonprofit wash said: Our National Constitution, which functions as bylaws, states that "The immediate Past President [and a few other positions]... shall be non-voting Ex-Officio Members of the National Executive Board." We recently started a new board term for the next two years. The immediate past president up to 2023 was removed from office by a vote of the board. I would note for starters that it is logically impossible to "remove" the Immediate Past President from office. The Immediate Past President is not so much an office as it is a historical fact. The Immediate Past President is the person who served in office immediately prior to the current President. To the extent any "removal" is possible here, it would be removing this person from the board, not removing this person from the "office" of IPP. It's actually not clear to me that it's possible to remove this person from the board at all, or that the board has the authority to do so. What do your bylaws say concerning removal of board members? In the long run, I advise amending the bylaws so that the Immediate Past President is no longer an ex-officio member of the board. On 8/28/2023 at 11:46 AM, Nonprofit wash said: Does this mean that the president up to 2021 can and should occupy the ex officio seat? Or should the recent 1st VP (who moved up to President when the former president was expelled) hold the ex officio seat? Or no one? To the extent that it's possible to remove this person at all, the position would now be vacant and will remain vacant until the current President leaves office, becoming the new Immediate Past President. There is only one Immediate Past President, so it is not possible to appoint someone else to this position. EDIT: Ignore most of this. I misunderstood the facts. Edited August 28, 2023 at 09:02 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted August 28, 2023 at 07:13 PM Report Share Posted August 28, 2023 at 07:13 PM On 8/28/2023 at 12:46 PM, Nonprofit wash said: Our National Constitution, which functions as bylaws, states that "The immediate Past President [and a few other positions]... shall be non-voting Ex-Officio Members of the National Executive Board." We recently started a new board term for the next two years. The immediate past president up to 2023 was removed from office by a vote of the board. Does this mean that the president up to 2021 can and should occupy the ex officio seat? Or should the recent 1st VP (who moved up to President when the former president was expelled) hold the ex officio seat? Or no one? According to the constitution, the immediate past present shall be on the board. That's clear and unambiguous. The only question is, who is the immediate past president. That would be the person who was president just before the current president became president. Is the VP who succeeded (when the former president was expelled) still president now? If, as you say, the immediate past president, who was removed from office, is really the immediate past president, then he is back in office ex officio. This is why I question the wisdom of having such a rule. But if the former VP was replaced by a new president, then the former VP would seem to be the IPP. Does this person hold any office now? Quote Link to comment Share on other sites More sharing options...
Nonprofit wash Posted August 28, 2023 at 08:46 PM Author Report Share Posted August 28, 2023 at 08:46 PM Hi all, thank you for the speedy replies! To clarify, the 2021-2023 president was removed from the office of President before their term expired. They were then replaced in that role of President by the 1st VP, whom the board voted in as the new President for the remainder of the term. That person is still on the board and was just elected as the 1st VP for 2023-2025. It sounds like Gary's summary is correct in that the current 1st VP is the sole person entitled to this role of IPP. Does it change things if (against the advice of others) the new President reached out to the 2019-2021 President and invited them to serve in the IPP ex officio role? Is there a way to put a halt to that or raise the concern with an external entity? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted August 28, 2023 at 09:01 PM Report Share Posted August 28, 2023 at 09:01 PM (edited) On 8/28/2023 at 3:46 PM, Nonprofit wash said: Hi all, thank you for the speedy replies! To clarify, the 2021-2023 president was removed from the office of President before their term expired. They were then replaced in that role of President by the 1st VP, whom the board voted in as the new President for the remainder of the term. That person is still on the board and was just elected as the 1st VP for 2023-2025. It sounds like Gary's summary is correct in that the current 1st VP is the sole person entitled to this role of IPP. Thank you for these additional facts. It appears I misunderstood the situation. As I now understand the facts, the person who was actually President immediately prior to the current President is the person who is currently the 1st Vice President. Therefore, the 1st Vice President is also the Immediate Past President. In the long run, I still advise amending the bylaws so that the Immediate Past President is no longer an ex-officio member of the board. On 8/28/2023 at 3:46 PM, Nonprofit wash said: Does it change things if (against the advice of others) the new President reached out to the 2019-2021 President and invited them to serve in the IPP ex officio role? No. The fact remains that the current 1st Vice President is the Immediate Past President, notwithstanding the President's erroneous invitation to the contrary. On 8/28/2023 at 3:46 PM, Nonprofit wash said: Is there a way to put a halt to that For starters, the board should inform the President that the current 1st Vice President is the Immediate Past President and that the President has no authority to "invite" someone else to serve in this capacity. If the President and/or the Not-So-Immediate Past President ignore this and this person still shows up to meetings, the board may order him removed from the meeting, as he is not a board member. Disciplinary action could be pursued if there is continued resistance in this matter. On 8/28/2023 at 3:46 PM, Nonprofit wash said: or raise the concern with an external entity? I'm not entirely certain what "external entity" you have in mind, but in any event, I expect this question is outside the scope of RONR and this forum. I would certainly try resolving this matter internally first. Edited August 28, 2023 at 09:04 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted August 28, 2023 at 09:09 PM Report Share Posted August 28, 2023 at 09:09 PM On 8/28/2023 at 4:46 PM, Nonprofit wash said: Hi all, thank you for the speedy replies! To clarify, the 2021-2023 president was removed from the office of President before their term expired. So it was I who misread the question. Thanks. On 8/28/2023 at 4:46 PM, Nonprofit wash said: They were then replaced in that role of President by the 1st VP, whom the board voted in as the new President for the remainder of the term. Okay. So during that time, the 2021-2023 president was IPP. Something may have been done wrong here, but I'll let it go by. The VP was President at this time. On 8/28/2023 at 4:46 PM, Nonprofit wash said: That person is still on the board and was just elected as the 1st VP for 2023-2025. So he was president, and now is 1st VP. That seems to make him IPP. On 8/28/2023 at 4:46 PM, Nonprofit wash said: Does it change things if (against the advice of others) the new President reached out to the 2019-2021 President and invited them to serve in the IPP ex officio role? No. On 8/28/2023 at 4:46 PM, Nonprofit wash said: Is there a way to put a halt to that or raise the concern with an external entity? I mean, you could tell them to stop it. But no, there's no RONR police. The rules in RONR (and, in most cases, in your bylaws) are for organizations which choose to follow them, in order to have fair and effective meetings and governance. No one can make you, in the lion's share of cases. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted September 2, 2023 at 07:53 PM Report Share Posted September 2, 2023 at 07:53 PM I'm surprised no one has suggested the use of a Point of Order. If a person who is not the IPP is attending the meeting as if a member when in fact that is not the case, that is a breach of the rules, and a Point of Order to that effect should be well taken. Be prepared to raise an Appeal if the chair rules in a manner less than optimal. [See RONR (12th ed.) §23, 24] Quote Link to comment Share on other sites More sharing options...
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