Resignation of the Chairman

[Wendy]

If a Chairman resigns the position before his/her term is up, does this allow for the general membership to nominate and elect a new Chairman and change the term?  Or does the Vice Chairman take the position of Chairman until the term is up?

Our bylaws only state:

DUTIES OF THE OFFICERS

A. The CHAIRMAN OF THE BOARD shall be the Executive Officer of the ALBS, shall preside at all membership meetings of the ALBS, appoint and/or remove all committees and committee chairpersons, perform administrative duties as are normal for such office.

In the event of vacancy for any Board position, the Chairman shall appoint a temporary Director until the following annual meeting. 

Thank you!

[Gary Novosielski]

Since you do not have a vacancy-filling provision that specifically refers to the Chairman, the rule in RONR applies, i.e.:

The instant that the Chairman's resignation is accepted, the Vice Chairman instantly and automatically becomes the new Chairman, to serve for the unexpired remainder of the term.  The end point and length of terms does not change without a bylaws amendment. 

The new Chairman would presumably appoint a Director to serve until the next Annual General Meeting.  Whether that person would necessarily be the Vice Chairman depends on your rules.  If the Chair and Vice Chair are elected by the board from the board, then the Vice Chair position would be filled by a vote of the board, and it would not necessarily be the new Director.

The temporary Director's time in office will end at the next annual meeting..  If that is the normal end point for that term, all is well, but if not, the election at the next meeting will need a special vote for that seat, and the person elected to it will serve only until the normal end-point of the term.  Of course that person might be the temporarily appointed Director, who would be eligible to be elected.

Edited October 18, 2023 at 01:30 AM by Gary Novosielski