Appointing a current board member to the VP position

[Guest Shauna]

I am on the board of a nonprofit organization. Recently, our vice president resigned. Our bylaws require that we fill that position with appointment until the next election. There is someone on the board already that would make a good vice president and we want to nominate them. However, there is a question if he must resign his current position before he is nominated and voted into the next position. The reason this is a big deal is in our bylaws if a person resigns twice, that person cannot be elected back to the Board of Directors again.

[rulesasker]

On 5/8/2024 at 11:37 AM, Guest Shauna said:

However, there is a question if he must resign his current position before he is nominated and voted into the next position.

What is he resigning from? Is he already an officer?

On 5/8/2024 at 11:37 AM, Guest Shauna said:

The reason this is a big deal is in our bylaws if a person resigns twice, that person cannot be elected back to the Board of Directors again.

What exactly do they say? Resigns twice from what?

[Atul Kapur]

On 5/8/2024 at 12:37 PM, Guest Shauna said:

However, there is a question if he must resign his current position before he is nominated and voted into the next position.

No, not according to RONR.

In fact, nothing in RONR requires him to resign from the other position even after he becomes vice president. There is no prohibition in RONR from someone holding two positions or offices unless they are incompatible. He would, as one person, only have one vote, however.

[Gary Novosielski]

On 5/8/2024 at 12:37 PM, Guest Shauna said:

However, there is a question if he must resign his current position before he is nominated and voted into the next position.

No.   If his resignation is actually necessary it can certainly wait until the result of the vote is announced.

[Guest Shauna]

Yes, he is already an officer.

 

The bylaws say that if a person resigns from their board position twice, they are not eligible to run for office again. 

[Guest Shauna]

Thank you! 

[Gary Novosielski]

On 5/8/2024 at 1:21 PM, Guest Shauna said:

Thank you! 

Also bear in mind that if there is a rule that prevents him from holding both positions, then upon accepting the VP post it could be argued that his previous office term is automatically vacated, and would not count as a resignation.   It seems to me that the rule was intended to apply to voluntary resignations, but that's just a guess.

[Guest Shauna]

Thank you! I have to look at the bylaws again. But I don’t believe he can hold both positions. 
 

The rule was created Because there was a series of elections and resignations from the same group of people. They would resign if they didn’t get their way. So it was an endless merry-go-round.

[Atul Kapur]

On 5/8/2024 at 1:35 PM, Guest Shauna said:

I have to look at the bylaws again. But I don’t believe he can hold both positions. 

As mentioned previously, there will need to be a specific prohibition in your rules, because there isn't one in RONR.

And carefully review exactly what the rule on resignations says because I see merit in Mr. Novosielski's comment

On 5/8/2024 at 1:26 PM, Gary Novosielski said:

upon accepting the VP post it could be argued that his previous office term is automatically vacated, and would not count as a resignation.

 

[Drake Savory]

Also check if he must resign his previous position.  Assuming a member can hold only one office, it is possible that accepting one position automatically vacates the previous office without resignation.

 

ETA:  I missed that Mr. Novosielski already covered this.

Edited May 9, 2024 at 12:59 AM by Drake Savory

[Atul Kapur]

On 5/8/2024 at 8:57 PM, Drake Savory said:

I missed that Mr. Novosielski already covered this.

I'm not certain if this is ironic or appropriate.

I'm also not certain if @Gary Novosielski will be impressed by the sincerest form of flattery or will sue for copyright infringement. 😃

[Gary Novosielski]

On 5/9/2024 at 3:31 PM, Atul Kapur said:

I'm not certain if this is ironic or appropriate.

I'm also not certain if @Gary Novosielski will be impressed by the sincerest form of flattery or will sue for copyright infringement. 😃

On the contrary; I was about to point out that @Drake Savory's reinforcing of my advice, far from being objectionable, would tend to reassure the OP that more than one person concurred in this answer, raising the OP's confidence that the advice was sound.  I'm sure you agree. 😇

[Josh Martin]

On 5/8/2024 at 11:37 AM, Guest Shauna said:

I am on the board of a nonprofit organization. Recently, our vice president resigned. Our bylaws require that we fill that position with appointment until the next election. There is someone on the board already that would make a good vice president and we want to nominate them. However, there is a question if he must resign his current position before he is nominated and voted into the next position. The reason this is a big deal is in our bylaws if a person resigns twice, that person cannot be elected back to the Board of Directors again.

Well, he certainly does not need to resign his current position before he is nominated and elected. There is perhaps a question of whether he needs to resign after he is elected.

Does any rule in your bylaws prohibit a person from holding multiple officer positions simultaneously?

On 5/8/2024 at 11:37 AM, Guest Shauna said:

The reason this is a big deal is in our bylaws if a person resigns twice, that person cannot be elected back to the Board of Directors again.

Well, perhaps you should amend your bylaws if this rule is creating unintended consequences. I would advise eliminating this rule altogether and simply evaluating elections on a case by case basis. To the extent the organization insists on keeping this rule, perhaps an exception could be created for a person who resigns for the purpose of taking some other office. Or perhaps the bylaws could provide this rule could be suspended by a 2/3 vote.

On 5/8/2024 at 12:35 PM, Guest Shauna said:

Thank you! I have to look at the bylaws again. But I don’t believe he can hold both positions. 

The rule was created Because there was a series of elections and resignations from the same group of people. They would resign if they didn’t get their way. So it was an endless merry-go-round.

I imagined it was something like that.

But this goes to show that you have to be careful when creating rules like this. Because while the rule has perhaps served its intended purpose of dealing with this unfortunate situation, it may well be "overbroad" and also affect persons who resign for entirely legitimate reasons.