President Resigned with a Letter at our Annual Meeting

[Guest MaryAnn]

Our board president resigned in the form of a letter at our annual meeting where we vote for officers for the year. The letter was read and accepted at the beginning of the meeting, so by Roberts Rule's our VP became president for the rest of the presidents term. Other offices were voted in that evening but the board decided NOT to hold election for president as they were so shocked by the resignation. My question is because an election was not held is my VP now still automatically President? or is she "acting President" until an election is held in which she may or may not be elected? Our Bylaws say nothing about this situation. Where in Roberts Rules can I find text to support the situation. Thanks

[Joshua Katz]

What do your bylaws say about the term of office, either for president or in general?

[Richard Brown]

And when do newly elected officers take office? That provision should be in the bylaws.

[Guest MaryAnn]

The bylaws say the term of office is one year. This past Tuesday was our annual meeting (those officers voted in take over immediately) As I said before that same night of elections/annual meeting the letter was of our presidents resignation was read, and was excepted by the board. The elections took place after, but the board decided not to vote for president. However, our bylaws say nothing about what happens when an officer resigns. Roberts rules say in the case of the president the vice president becomes president… however, and this is the big issue… it coincided with the very day that election should happen. I am thinking because they did not vote for president that the vice president is now president or at least acting president and I just want to know where I can read about this and Roberts Rules? Or can someone share a quote with me?

[Joshua Katz]

On 6/20/2024 at 5:23 PM, Guest MaryAnn said:

The bylaws say the term of office is one year.

Nothing about successors? This is problematic, because, together with officers taking office immediately upon their election, this means there must be exactly 1 year between annual meetings. That is unlikely to happen in the real world. But for the purpose of this question, I'll stick with officers taking office when voted in.

On 6/20/2024 at 5:23 PM, Guest MaryAnn said:

This past Tuesday was our annual meeting (those officers voted in take over immediately) As I said before that same night of elections/annual meeting the letter was of our presidents resignation was read, and was excepted by the board. The elections took place after, but the board decided not to vote for president.

First, I'd note that the board shouldn't have been allowed to make that decision. The board is not even present as such at a memebrship meeting (which I assume the annual meeting to be). That's in addition to the substance issues.

But, for some reason, you decided not to vote for president. Okay. The president was out of office at the beginning of the meeting, which meant the VP1 had assumed that office. Then, when you held the election, you presumably elected someone VP - namely, VP2. At that moment, VP1 was president. But the original president's term also must have expired, like everyone else's - otherwise you wouldn't be getting new officers. So VP1's term ended, too, since it is coextensive with that term. So there was no president, and so VP2 became president.

On 6/20/2024 at 5:23 PM, Guest MaryAnn said:

it coincided with the very day that election should happen.

How would you see it if it the resignation were a week before the election? And why is this meaningfully different, given that, although it's the same day, it still happened before the elections.

On 6/20/2024 at 5:23 PM, Guest MaryAnn said:

I am thinking because they did not vote for president that the vice president is now president or at least acting president and I just want to know where I can read about this and Roberts Rules? Or can someone share a quote with me?

I have no such quote to share, I'm just trying to reason it out. I would say VP2 is now president. I'm not sure if that's what you meant, but if so, I agree.

The problem here is traceable to a very small imperfection in the bylaws - if what you say above is accurate. I'd like to be sure there is such an imperfection, so could you please copy and paste the exact langauge of the term of office? That may change my thinking. But if it's as you say - there are provisions both saying the term is one year AND that officers take office immediately on their election (or nothing changing RONR's rule establishing same) - that's a very small mismatch that one would almost never pay attention to, until this.

[Richard Brown]

On 6/20/2024 at 7:41 PM, Joshua Katz said:

Nothing about successors? This is problematic, because, together with officers taking office immediately upon their election, this means there must be exactly 1 year between annual meetings. That is unlikely to happen in the real world.

You might want to take a look at 56:27 regarding a bylaw provision that terms of office are "for one year".  It's understood that it will rarely be exactly a year, but that the term runs from one annual meeting to the next and it is understood that the term will rarely be for exactly one year but will vary somewhat due to the variation of election dates.

[Joshua Katz]

Fair enough.

In that event, VP1's term ended when the president's term ended, which was at the annual meeting. So the office was open but no election was held, so VP2 became president.

[Gary Novosielski]

On 6/20/2024 at 10:03 PM, Joshua Katz said:

Fair enough.

In that event, VP1's term ended when the president's term ended, which was at the annual meeting. So the office was open but no election was held, so VP2 became president.

Do we know there's a VP2?

 

[Joshua Katz]

We were told no president was elected. If no vice-president was elected, either, I'd think we'd have been told that, too.

[Gary Novosielski]

On 6/20/2024 at 4:46 PM, Guest MaryAnn said:

Our board president resigned in the form of a letter at our annual meeting where we vote for officers for the year. The letter was read and accepted at the beginning of the meeting, so by Roberts Rule's our VP became president for the rest of the presidents term. Other offices were voted in that evening but the board decided NOT to hold election for president as they were so shocked by the resignation. My question is because an election was not held is my VP now still automatically President? or is she "acting President" until an election is held in which she may or may not be elected? Our Bylaws say nothing about this situation. Where in Roberts Rules can I find text to support the situation. Thanks

Well, Robert's Rules do not support that scenario.  So, if I understand it...

• The VP became president.  There was then a vacancy in the VP position.
• An election was held.  Somebody had a brain glitch and "decided" not to elect a new president.  BTW, you are not permitted to "decide" to violate the bylaws.  And the board has no power to interfere in an election being held by the membership.  Why did anyone listen to them?
• The terms of all offices, including that of the new president (old VP) expired.
• So presumably these elections were for VP, Sec'y, Treas., etc.?  If so, who was elected VP?  Was the old VP running for reëlection before the president resigned?  Or what?

If the old VP was elected VP again, the question is whether she now ascends to the presidency (again) , and I think that's not at all clear.  RONR says:

47:28 In case of the president’s resignation, death, or removal, the vice-president automatically becomes president for the remainder of the term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president (see also 56:32).

The (new) president's term has now expired, and the presidency is vacant, but not because of "resignation, death, or removal"—but because nobody bothered to elect one.  I'm sure the authors did not anticipate that when the need to elect a president was arguably most clear, the board (which was not even in session at the time) somehow "decided" that the membership couldn't elect a president.

To me, it seems like there is an incomplete election of the president, which should be completed.  The VP should preside over meetings until a president is elected.  If the VP is elected president, then the vacancy in the vice-presidency should be filled by whatever means the bylaws prescribe.

I'm hoping someone can talk me out of this.

 

Edited June 21, 2024 at 02:57 AM by Gary Novosielski

[Gary Novosielski]

On 6/20/2024 at 10:37 PM, Joshua Katz said:

We were told no president was elected. If no vice-president was elected, either, I'd think we'd have been told that, too.

I hope so, but that person would be Vice President, not Second Vice President.

[Joshua Katz]

On 6/20/2024 at 7:56 PM, Gary Novosielski said:

I hope so, but that person would be Vice President, not Second Vice President.

By VP2 I meant the second vice president in the story.

[Atul Kapur]

Instead of VP1 and VP2, it might be clearer to use VP23 (the one elected at the 2023 annual meeting, who @Joshua Katz called VP1)

and

VP24 (Joshua's VP2)

[Josh Martin]

On 6/20/2024 at 7:23 PM, Guest MaryAnn said:

The bylaws say the term of office is one year.

We really need an exact quote, not a paraphrase. The exact wording the bylaws use for this matters a great deal for the answer.

On 6/20/2024 at 7:23 PM, Guest MaryAnn said:

As I said before that same night of elections/annual meeting the letter was of our presidents resignation was read, and was excepted by the board. The elections took place after, but the board decided not to vote for president. However, our bylaws say nothing about what happens when an officer resigns. Roberts rules say in the case of the president the vice president becomes president… however, and this is the big issue… it coincided with the very day that election should happen.

I think it would have been better if, instead of resigning, the President had simply arranged for the Vice President to preside over the annual meeting. Resigning from the last few hours of his term seems to have caused a great deal of confusion for everyone.

Nevertheless, when the President resigned, the Vice President would immediately become President for the (very brief) duration of the President's term.

The regular election for President for the next term should have then occurred, as scheduled, and the person elected as President would then become President for that term. Unfortunately, the board "decided not to" hold this election, for reasons which are not clear to me. If the desire was for this person to continue as President, the proper course of action would have been to elect them as President.

On 6/20/2024 at 7:23 PM, Guest MaryAnn said:

I am thinking because they did not vote for president that the vice president is now president or at least acting president and I just want to know where I can read about this and Roberts Rules? Or can someone share a quote with me?

For starters, there is no "Acting President" unless your bylaws so provide. You're either President or you're not.

What happens now depends on whether the bylaws provide that officers serve for "one year," period, or if they provide that the officers serve for one year "or until their successors are elected."

If the bylaws provide that officers serve for one year "or until their successors are elected," then the President continues to serve until the election can be completed.

In the alternative, if the bylaws provide that officers serve for one year, period, then the office of President is now vacant, which would elevate the new Vice President to the office of President, and that person would serve until the election can be completed. Depending on the outcome of that election, it may also be necessary to elect a new Vice President.

"An election should be completed at the session at which it is taken up, unless it is impossible or impractical to do so. If an assembly wishes to adjourn when an election is incomplete, an adjourned meeting (9) should therefore be provided for. If such an adjourned meeting is not provided for and the organization will hold another regular business session before a quarterly time interval has elapsed (see 9:7), the election is taken up automatically at the next regular meeting. (Cf. 14:12.)

If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill. In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office. Otherwise, a vacancy in office arises (see 47:57–58 for procedures for filling vacancies). Once the election is completed, however, the person elected replaces anyone who filled the vacancy. Failure to hold or to complete an election at the scheduled time does not deprive the membership of its right to elect an officer of its choice." RONR (12th ed.) 46:44-46:45

"In case of the president's resignation, death, or removal, the vice-president automatically becomes president for the remainder of the term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president (see also 56:32)." RONR (12th ed.) 47:28

On 6/20/2024 at 7:41 PM, Joshua Katz said:

Nothing about successors? This is problematic, because, together with officers taking office immediately upon their election, this means there must be exactly 1 year between annual meetings. That is unlikely to happen in the real world. But for the purpose of this question, I'll stick with officers taking office when voted in.

This is incorrect. RONR is clear that when the bylaws provide for a term expressed as a number of years, the actual length of the term may be slightly longer or shorter, since as you say, there may not be exactly one year between annual meetings.

"The length of the terms of office should be prescribed; and unless the terms are to begin at the instant the chair declares each officer elected, the time when they are to begin must be specified. When the bylaws specify the number of years in a term of office, it is understood that the actual term may be more or less than a whole number of calendar years, owing to permissible variation in the dates on which successive elections are scheduled. For example, suppose that the bylaws provide that the annual meeting for the election of officers shall take place “in October or November,” that their terms of office shall begin “at the close of the annual meeting,” and that they shall serve for a term of “one year and until their successors are elected” (or simply for a term of “one year,” which is not recommended; see below). If the annual meeting is held on October 20 of one year and on November 1 of the next (or vice versa), the officers elected at the second meeting take office immediately upon the adjournment of that meeting—and the previous officers remain in office until that time—even though this represents a term of office longer than (or shorter than) one calendar year. (For procedures when an election is not completed at the scheduled time, see 46:44–45.)" RONR (12th ed.) 56:27

This is still a problem, because it will cause vacancies if the assembly fails to complete an election at the scheduled time, but it's not quite as big a problem as you suggest.

On 6/20/2024 at 9:55 PM, Gary Novosielski said:

 And the board has no power to interfere in an election being held by the membership.  Why did anyone listen to them?

It's not entirely clear to me from the facts presented that the election in question was being held by the membership. It may be these officers are elected by the board.

But certainly if this was an election being held by the membership, the membership should have ignored the board's erroneous suggestion to skip the election of President.

On 6/20/2024 at 9:55 PM, Gary Novosielski said:

The (new) president's term has now expired, and the presidency is vacant, but not because of "resignation, death, or removal"—but because nobody bothered to elect one.  I'm sure the authors did not anticipate that when the need to elect a president was arguably most clear, the board (which was not even in session at the time) somehow "decided" that the membership couldn't elect a president.

To me, it seems like there is an incomplete election of the president, which should be completed.  The VP should preside over meetings until a president is elected.  If the VP is elected president, then the vacancy in the vice-presidency should be filled by whatever means the bylaws prescribe.

I disagree in part. If it is indeed the case that the presidency is vacant (I'm not 100% sure of this, since we have not yet been given an exact quote from the bylaws on the term of office), then the Vice President becomes President, however, he would hold this office only until the election can be completed. I agree that RONR does not address this exact scenario, but it seems to be the logical application of what RONR says concerning filling vacancies caused by an incomplete election.

"Otherwise, a vacancy in office arises (see 47:57–58 for procedures for filling vacancies). Once the election is completed, however, the person elected replaces anyone who filled the vacancy. Failure to hold or to complete an election at the scheduled time does not deprive the membership of its right to elect an officer of its choice." RONR (12th ed.) 46:45

The rule above assumes a vacancy in some office other than the presidency. If there were a vacancy in the office of the presidency, it seems to me the Vice President would become President (as in the usual case), but this person would serve only until the incomplete election can be completed.

Edited June 21, 2024 at 01:52 PM by Josh Martin

[Gary Novosielski]

Then perhaps in 47:28 there should be inserted the words "or any other reason" if that is the intent of the rule.

The newly minted president did not resign, did not die, and was not removed.  Her micro-term merely expired or did not, depending on the language in the bylaws.

Edited June 21, 2024 at 04:42 PM by Gary Novosielski

[Josh Martin]

On 6/21/2024 at 11:40 AM, Gary Novosielski said:

Then perhaps in 47:28 there should be inserted the words "or any other reason" if that is the intent of the rule.

The newly minted president did not resign, did not die, and was not removed.  Her micro-term merely expired or did not, depending on the language in the bylaws.

It is quite clear, in my view, that what is said in 47:28 regarding "resignation, death, or removal" is simply for purposes of providing examples, and they are indeed the most common examples as to why a vacancy would occur. I do not view it as an exhaustive list.

Edited June 21, 2024 at 07:59 PM by Josh Martin