APOINTMENT IN ADVANCE

[Guest Arthur541]

Florida    HOA    Is there anything in Robert's rules about a board of directors appointing someone to fill a vacancy days ahead of the vacancy?   One of our directors has submitted her resigning to be effective 31 December 2023.   The board is meeting tomorrow to announce her resignation, effective on the 31st, then immediately appoint someone to fill that vacancy, days ahead of the vacancy.   Seems to me appointments should be made on the day they are effective, not days ahead of time like this.   Is there something in Robert's that allows this kind of flexibility?   I have not seen this kind of procedure before.   Or does the board simply adopt a motion to make the appointment effective the date of the resignation, or contingent on the resignation.    Seems to me the resigning director could try retract her resignation before it is effective.      

[Gary Novosielski]

I hope you mean the board is meeting tomorrow to accept her resignation, which is a requirement.  

Presuming proper previous notice was given that the board intends to elect a successor, I know of no rule that would prohibit doing so.  But previous notice is a requirement.  

Of course no matter when they vote to fill the vacancy, the newly appointed director would not take office until the vacancy actually occurs at year's end.

[Josh Martin]

On 12/20/2023 at 10:16 AM, Guest Arthur541 said:

Is there anything in Robert's rules about a board of directors appointing someone to fill a vacancy days ahead of the vacancy?

Nothing in RONR prevents it, assuming all other rules for filling vacancies are followed. Frankly, it seems like a pretty good idea to me to do this when possible, since you then avoid having the position vacant. Just include notice in the call that "Director XXX has submitted a resignation, effective December 31. Pending acceptance of the resignation, the board will elect a person to fill the resulting vacancy."

Then at the meeting, accept the resignation of Director XXX, and then adopt a motion to elect Person YYY to the office, effective January 1.

Obviously, the person appointed in this manner will not take office until the resignation takes effect.

On 12/20/2023 at 10:16 AM, Guest Arthur541 said:

The board is meeting tomorrow to announce her resignation, effective on the 31st, then immediately appoint someone to fill that vacancy, days ahead of the vacancy.   Seems to me appointments should be made on the day they are effective, not days ahead of time like this.   Is there something in Robert's that allows this kind of flexibility?

Nothing in RONR prevents this sort of flexibility.

On 12/20/2023 at 10:16 AM, Guest Arthur541 said:

Or does the board simply adopt a motion to make the appointment effective the date of the resignation, or contingent on the resignation. 

You've got it.

On 12/20/2023 at 10:16 AM, Guest Arthur541 said:

Seems to me the resigning director could try retract her resignation before it is effective.      

After the resignation has been accepted, the director may not unilaterally retract the resignation.

The director could retract the resignation prior to tomorrow's meeting, I suppose, in which event there will be no vacancy to fill.

Edited December 20, 2023 at 04:32 PM by Josh Martin

[Guest Arthur541]

Some very good feedback and great insight.   Thank you!