President and Vice president resigned t same time

[Princess_Mayhem]

We have a situation where the President and Vice president resigned at the same time along with the Past president. Board members and officers are voted in by membership at the end of the year. By-laws say officers shall consist of President, Vice president, secretary and treasurer. It also states that we shall have a board of directors of ten members, consisting of Pres, VP, Secretary, Treasurer, Past Pres, and 5 directors. my questions are this: How long do we have to re-elect for the president and vp position? If Past president is part of the 10 then how is that position filled? If no one steps up to take those positions what happens? If a board member steps up for the officer positions then new board members need to be elected, correct? Could the organization still go on with out those positions filled? By=Laws also state that a quorum for any purpose of the board of directors shall be 5, so technically we would still have a quorum with 3 gone.

[Atul Kapur]

On 4/1/2024 at 12:39 PM, Princess_Mayhem said:

How long do we have to re-elect for the president and vp position?

Please quote, exactly, what your bylaws say about terms of office and about filling of vacancies.

On 4/1/2024 at 12:39 PM, Princess_Mayhem said:

If Past president is part of the 10 then how is that position filled?

How, exactly, do your bylaws define this position?

On 4/1/2024 at 12:39 PM, Princess_Mayhem said:

If a board member steps up for the officer positions then new board members need to be elected, correct?

How, exactly, do your bylaws define these officer positions and how they are elected? For example, are the officers elected directly by the membership or are they first elected to the board then the board elects the officers (don't paraphrase or explain what your bylaws say - please quote them exactly)?

[Princess_Mayhem]

On 4/1/2024 at 10:02 AM, Atul Kapur said:

Please quote, exactly, what your bylaws say about terms of office and about filling of vacancies.

How, exactly, do your bylaws define this position?

How, exactly, do your bylaws define these officer positions and how they are elected? For example, are the officers elected directly by the membership or are they first elected to the board then the board elects the officers (don't paraphrase or explain what your bylaws say - please quote them exactly)?

Terms of office for said officers and board positions shall be from January 1 to December 31, and /or until their successors are elected or qualified.

Past President doesn't have a defined position in the by-laws. 

As I stated in my original post all officers and board members are elected by membership.

The proceedings of the association shall be governed by and conducted according to the latest edition of Roberts manual of Parliamentary rules. 

[Richard Brown]

On 4/1/2024 at 12:19 PM, Princess_Mayhem said:

As I stated in my original post all officers and board members are elected by membership.

Thank you for that information, but it doesn't clearly answer Dr. Kapur's question about whether the membership elects the officers and the board separately or if the membership elects the board and then the board selects the officers from among the board members.  This information is needed to correctly answer your question.

Edited to add:  You also have not told us what, if anything, your bylaws say about filling vacancies.  This is all information that we need in order to properly answer your questions.

Edited April 1, 2024 at 05:57 PM by Richard Brown
Added last paragraph

[Princess_Mayhem]

On 4/1/2024 at 10:52 AM, Richard Brown said:

Thank you for that information, but it doesn't clearly answer Dr. Kapur's question about whether the membership elects the officers and the board separately or if the membership elects the board and then the board selects the officers from among the board members.  This information is needed to correctly answer your question.

Edited to add:  You also have not told us what, if anything, your bylaws say about filling vacancies.  This is all information that we need in order to properly answer your questions.

Membership elects the officers and board at the same time. Members can choose to run for an officer position or a board position. 

Our Bylaws say nothing about filling vacancies. 

[Gary Novosielski]

With respect to the powers of the board, do the bylaws say something like "the board has full power and authority over the society’s affairs between meetings of the society’s assembly"?    

If so, the board has the power to appoint any eligible persons to fill those vacancies for the unexpired remainder of the original terms.  If not, then you will need to hold a special membership election  to fill them.

[Princess_Mayhem]

On 4/1/2024 at 11:17 AM, Gary Novosielski said:

With respect to the powers of the board, do the bylaws say something like "the board has full power and authority over the society’s affairs between meetings of the society’s assembly"?    

If so, the board has the power to appoint any eligible persons to fill those vacancies for the unexpired remainder of the original terms.  If not, then you will need to hold a special membership election  to fill them.

No the bylaws do not state anything like that.

My next question would be what if no one steps up to be elected for the positions? Do we just wait till December when regular elections are or do these positions need to be filled in a certain time frame?

[Richard Brown]

On 4/1/2024 at 2:00 PM, Princess_Mayhem said:

My next question would be what if no one steps up to be elected for the positions? Do we just wait till December when regular elections are or do these positions need to be filled in a certain time frame?

You should hold the elections to fill the vacant positions as soon as possible.  RONR does not provide a definite timeline.  As to a lack of volunteers, often members are reluctant to offer to run or to volunteer for a position, but if they are nominated and elected they will agree to serve. It's also possible to elect someone using write-in votes unless your bylaws prohibit it.  Even one write-in vote may be enough to elect someone if there are no votes or write-in votes for anyone else. A member does not have to agree in advance to serve if elected, although that is certainly nice, nor must a member be present in order to be elected unless your bylaws require it.

[Josh Martin]

On 4/1/2024 at 11:39 AM, Princess_Mayhem said:

We have a situation where the President and Vice president resigned at the same time along with the Past president.

Well, you can't really "resign" from the "position" of Past President, since that's more of a historical fact than a normal position.

Nonetheless, since the President also resigned, the former President is now the new Past President, and will remain so until another President leaves office.

On 4/1/2024 at 11:39 AM, Princess_Mayhem said:

my questions are this: How long do we have to re-elect for the president and vp position?

There's not necessarily a deadline in this matter, but the office of President is generally a fairly important position, so I would generally suggest it should be filled as soon as is practicable.

On 4/1/2024 at 11:39 AM, Princess_Mayhem said:

If Past president is part of the 10 then how is that position filled?

That position is filled. The former President is now the Past President, whether he likes it or not. The Past President, by definition, is the person who most recently held the office of President, other than the current President. It's not possible to fill this position with anyone else.

Situations like this are one of many reasons why most regulars on this forum, myself included, strongly recommend not having a "Past President" position in the bylaws. After you get this current situation sorted out, perhaps the organization should amend the bylaws to remove the "Past President."

On 4/1/2024 at 11:39 AM, Princess_Mayhem said:

If no one steps up to take those positions what happens?

For starters, it means that until the office of President is filled, the Secretary will call meetings to order, and the board will need to elect a Chair Pro Tempore at each meeting to preside for the remainder of the meeting. If previous notice is given, then a Chair Pro Tempore can be elected for a longer period, if it is anticipated the board will be without a President for some time.

Any other duties your bylaws assign to the President, however, will be unable to be completed, unless the bylaws provide some mechanism to reassign such duties in the case the office of President is absent.

The duties of the Vice President are generally only to fill in for the President in his absence and to become President in the event the position becomes vacant (a duty your previous Vice President failed to perform), so the vacancy in that office is somewhat less of a problem. Although it may cause issues if the new President occasionally is absent. Or you again have a vacancy in that office.

Generally, my experience is that the Past President has no duties at all, so the "vacancy" (although it's not technically vacant - see above) is even less of a problem.

On 4/1/2024 at 11:39 AM, Princess_Mayhem said:

If a board member steps up for the officer positions then new board members need to be elected, correct?

Yes.

On 4/1/2024 at 11:39 AM, Princess_Mayhem said:

Could the organization still go on with out those positions filled?

Technically, yes, but I expect trying to go on without a President, in particular, will cause some problems. How serious those problems are will depend on what the bylaws say concerning the duties of the President.

On 4/1/2024 at 12:19 PM, Princess_Mayhem said:

Past President doesn't have a defined position in the by-laws. 

To clarify, do you mean that the bylaws do not refer to the Past President at all, or do you mean that the bylaws say something like, for example, "The board shall consist of the President, Vice President, Secretary, Treasurer, Past President, and five directors," but provide no further definition of the Past President?

On 4/1/2024 at 12:19 PM, Princess_Mayhem said:

As I stated in my original post all officers and board members are elected by membership.

On 4/1/2024 at 1:04 PM, Princess_Mayhem said:

Membership elects the officers and board at the same time. Members can choose to run for an officer position or a board position. 

Our Bylaws say nothing about filling vacancies. 

On 4/1/2024 at 2:00 PM, Princess_Mayhem said:

No the bylaws do not state anything like that.

Based on these facts, only the membership has the authority to fill the vacancies. Previous notice must be provided of an election to fill the vacancies. Notice may be given orally at the previous regular meeting, if the next regular meeting is within a quarterly interval, or written notice may be included in the call of the meeting.

If the membership meets infrequently, it may be prudent in the long run to amend the bylaws to provide that the board may fill vacancies.

On 4/1/2024 at 2:00 PM, Princess_Mayhem said:

Do we just wait till December when regular elections are or do these positions need to be filled in a certain time frame?

You certainly should not wait until December for the regular elections. That's eight months from now. If the regular elections were in April or May, maybe that would be more reasonable.

There is no fixed time frame or deadline, but generally, these vacancies (especially the vacancy in the office of President) should be filled as soon as possible.

Edited April 1, 2024 at 09:48 PM by Josh Martin

[Richard Brown]

More information is needed regarding this "past president" position on the board  The OP never says specifically that it is the "immediate past president", just "past president".  It may be that they elect a past president from among all the past presidents as a member of the board rather than having the immediate past president position filled automatically by the last person who was president.  There is alao the question of whether someone can actually resign from the position of immediate past president and if it is possible, how is his replacement chosen, if at all?  By definition, there is only one immediate past president, that being the person who was most recently president

[Drake Savory]

On 4/1/2024 at 11:19 AM, Princess_Mayhem said:

Terms of office for said officers and board positions shall be from January 1 to December 31, and /or until their successors are elected or qualified.

Is that an exact quote or your paraphrase because "and" and "or" mean two completely different things when removing an officer.

[Gary Novosielski]

On 4/1/2024 at 3:00 PM, Princess_Mayhem said:

No the bylaws do not state anything like that.

What do the bylaws say about the powers of the board?

[Gary Novosielski]

On 4/1/2024 at 6:57 PM, Richard Brown said:

More information is needed regarding this "past president" position on the board  The OP never says specifically that it is the "immediate past president", just "past president".  It may be that they elect a past president from among all the past presidents as a member of the board rather than having the immediate past president position filled automatically by the last person who was president.  There is alao the question of whether someone can actually resign from the position of immediate past president and if it is possible, how is his replacement chosen, if at all?  By definition, there is only one immediate past president, that being the person who was most recently president

Earlier we were told:

On 4/1/2024 at 1:19 PM, Princess_Mayhem said:

Past President doesn't have a defined position in the by-laws. 

So I fail to see how the Past President would be on the board at all.

[Josh Martin]

On 4/1/2024 at 5:57 PM, Richard Brown said:

There is alao the question of whether someone can actually resign from the position of immediate past president and if it is possible, how is his replacement chosen, if at all?  By definition, there is only one immediate past president, that being the person who was most recently president

We've discussed this question at length in the past, and I believe that the general consensus is that 1.) it is not possible to resign from the position of Immediate Past President and 2.) even if it is possible to resign from the position of IPP, it is impossible to fill the resulting vacancy.

On 4/2/2024 at 1:31 AM, Gary Novosielski said:

Earlier we were told:

So I fail to see how the Past President would be on the board at all.

I'm not sure, however, what the OP means by that statement. To the extent that there is no reference to the "Past President" in the bylaws at all, I agree that the "Past President" is not on the board.

But it may well be, for example, that the bylaws provide something like "The board shall consist of the President, Vice President, Secretary, Treasurer, Past President, and five directors," but provide no further definition of the Past President. In such a case, the Past President would be on the board, but it wouldn't exactly be a "defined position."

[Richard Brown]

@Gary NovosielskiI agree that if the past president is not mentioned at all as being a member of the Board of Directors, then he or she is not automatically a member. However, I was trying to make essentially the same point that @Josh Martinmade above, namely, that the bylaws may provide that the past president is a member, but provide no further details about the position or  as to whether it is the immediate past president or just any past president and how that past president is selected. 

[Gary Novosielski]

Quote

On the matter of whether an (Immediate) Past President may resign, I come down on the affirmative side.  Since a resignation is a request to be excused from a duty, surely the IPP could request to be excused from such duties, if any, as are associated with the position.  Presumably if the IPP is a board member, this implies a duty to attend board meetings, at a minimum.  The resignee would remain a past president though not the Past President.

A president who resigns from office because of, say, an impending move to distant climes would be unlikely to be available to take on the duties of Past President, and it would be good form to ask to be excused therefrom.

But I do agree that filling the resulting vacancy would be impossible, absent some provision in the bylaws.