Timing of Succession

[Wright Stuff]

Chair resigns. The Executive Committee meets tomorrow night to accept the resignation. At what moment in time does the Vice Chair become the Chair? Does the Executive Committee have to vote to make the Vice Chair the permanent Chair, or is it automatic unless another election is held?

The resulting vacancy shall be filled by an election by the Executive Committee except that immediately upon the office of Chair becoming vacant, the Vice-Chair shall automatically succeed to the office of Chair until such an election is held.

I'm splitting hairs over this one. My interpretation is that the Vice Chair does not become Chair until the Executive Committee accepts the current Chair's resignation. At that moment, the Vice Chair becomes Chair, and the office of the Vice Chair becomes vacant. If the Executive Committee votes only to fill the Vice Chair position, the new Chair/former Vice Chair remains in office. Some suggest that there has to be an election to make the Vice Chair the new Chair. 

Edited July 12, 2024 at 02:15 AM by Wright Stuff

[Joshua Katz]

Well, if the rules in RONR applied, I'd agree with you. But I don't know what to do with this language:

On 7/11/2024 at 6:04 PM, Wright Stuff said:

he Vice-Chair shall automatically succeed to the office of Chair until such an election is held.

"Such" has to mean an election like the ones in the same sentence:

On 7/11/2024 at 6:04 PM, Wright Stuff said:

The resulting vacancy shall be filled by an election by the Executive Committee

So it seems to me that your vice chair, unlike under the rules in RONR, temporarily occupies the office, until the EC holds an election.

[Bruce Lages]

If RONR is your parliamentary authority, then the vice chair becomes chair as soon as the chair position becomes vacant, and that will be as soon as the Executive Committee accepts the resignation (assuming the Executive Committee is the proper body to accept the resignation). It is also possible that the vice chair will be acting as the chair - by presiding at the Executive Committee meeting - prior to becoming the new chair if the resigning chair does not attend that meeting. Again, if RONR controls, no election is necessary for the vice chair to become the new chair.

What you have quoted (in italics) does differ from the prescription in RONR in one respect though, in that your rules seem to call for an election for a new chair to take place. Under the rules in RONR, the vice chair would serve as the chair for the remainder of the unexpired term of the resigning chair.

[Gary Novosielski]

Once the result of the vote to accept the resignation is announced, The Vice Chair becomes the Chair, normally for the unexpired remainder of the Chair's term.  No vote is required.  

But like @Joshua Katz, and @Bruce Lages I don't know quite what to make of "until such an election is held".

In some organizations with multi-year terms for the officers, someone filling a vacancy whose term's unexpired remainder extends past the next annual election meeting must stand for election in order to continue for the remainder of the remainder.

In every case I have seen where such a rule exists, it is stated surpassingly better than that.

[Atul Kapur]

On 7/11/2024 at 9:04 PM, Wright Stuff said:

The resulting vacancy shall be filled by an election by the Executive Committee except that immediately upon the office of Chair becoming vacant, the Vice-Chair shall automatically succeed to the office of Chair until such an election is held.

FWIW, I interpret it as saying that the the Executive Committee has to conduct an election to fill the vacancy in the office of Chair. Until that election occurs, the Vice-Chair occupies the office of Chair. 

Yes, your quotation has the phrase "succeed to the office of Chair", which implies that it is a permanent move, but the remainder of the sentence "until such an election is held" makes it clear that this is just a temporary occupancy of the office. There is a Principle of Interpretation that says "When a provision of the bylaws is susceptible to two meanings, 
one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning" and this is the only interpretation I can think of that satisfies this principle. RONR (12th ed.) 56:68(2)

It could be better worded, and should probably be amended; however, it may be more clear if you think of an example other than the Chair resigning. If I can offer a morbid example: assume that the current Chair passes away. Automatically, the Vice-Chair is the Chair, until the Executive Committee can elect a Chair to fill the unexpired term.

In either case, the Vice-Chair is a potential candidate to be elected by the Executive Committee.

[Richard Brown]

I agree with Dr. Kapur’s interpretation. It appears to me that when the vice chair becomes chair, it is not to serve out the remainder of the chair’s original term, but rather to serve until an election can be held.

I believe Mr. Katz and Mr. Lages came to the same conclusion. 

Edited July 12, 2024 at 02:34 AM by Richard Brown
Added last paragraph

[Wright Stuff]

Thanks for the replies so far. It's going to be interesting. 

Out of further curiosity, once the Chair resigns and the Vice Chair becomes the temporary Chair, assume that the new Chair is not elected but another person is. Is the Vice Chair (returned to his position as the Vice Chair after his ascension to Chair) now also the Immediate Past Chair? In this organization, the answer to that question is critically important.

[Drake Savory]

I would say yes since they were Chair and not Acting-Chair during the period from resignation to election.

[Atul Kapur]

On 7/11/2024 at 11:35 PM, Wright Stuff said:

Thanks for the replies so far. It's going to be interesting. 

Out of further curiosity, once the Chair resigns and the Vice Chair becomes the temporary Chair, assume that the new Chair is not elected but another person is. Is the Vice Chair (returned to his position as the Vice Chair after his ascension to Chair) now also the Immediate Past Chair? In this organization, the answer to that question is critically important.

To be frank, if you're organization is getting this contentious at this level of detail, it should engage a professional parliamentarian to look at the entirety of your governing documents and provide a formal parliamentary opinion.

[Joshua Katz]

On 7/11/2024 at 8:35 PM, Wright Stuff said:

Is the Vice Chair (returned to his position as the Vice Chair after his ascension to Chair) now also the Immediate Past Chair?

To be honest with you, I have no idea.

[Richard Brown]

On 7/11/2024 at 10:35 PM, Wright Stuff said:

Out of further curiosity, once the Chair resigns and the Vice Chair becomes the temporary Chair, assume that the new Chair is not elected but another person is. Is the Vice Chair (returned to his position as the Vice Chair after his ascension to Chair) now also the Immediate Past Chair?

I think this is ultimately a question of bylaws interpretation. They certainly are not clear. 
 

On 7/11/2024 at 11:54 PM, Joshua Katz said:

To be honest with you, I have no idea.

i’m on verge of agreeing with Mr. Katz. The only reason I’m hesitant is that it’s difficult for me to believe that the true intent of the people who drafted these bylaws is that the vice chair actually become the chair for only a month or two, and then when the election for new chair is held, if he doesn’t win the chair election, he is suddenly out of office altogether rather than returning to his position as vice chair. Yet, that is what the bylaws seem to say if taken literally.

All of this is a matter of interpretation of the bylaws. As Dr. Kapur stated, it is possible that a professional parliamentarian who can examine all of the governing documents of this organization might be able to help resolve the issues.
 

 

[Josh Martin]

On 7/11/2024 at 8:04 PM, Wright Stuff said:

At what moment in time does the Vice Chair become the Chair?

Immediately upon acceptance of the resignation.

On 7/11/2024 at 8:04 PM, Wright Stuff said:

Does the Executive Committee have to vote to make the Vice Chair the permanent Chair, or is it automatic unless another election is held?

Your bylaws provide the Vice Chair automatically becomes Chair and holds that position until an election is held for the office of Chair.

On 7/11/2024 at 8:04 PM, Wright Stuff said:

My interpretation is that the Vice Chair does not become Chair until the Executive Committee accepts the current Chair's resignation.

Yes, that's absolutely correct. Your bylaws provide that the Vice Chair becomes Chair "immediately upon the office of Chair becoming vacant."

However, the office of Chair is not vacant until the resignation is accepted.

Now, if the chair doesn't show up to the meeting, then the Vice Chair will preside over that meeting, but will not assume any of the other duties and authority your bylaws grant to the Chair until the resignation is accepted.

On 7/11/2024 at 8:04 PM, Wright Stuff said:

At that moment, the Vice Chair becomes Chair, and the office of the Vice Chair becomes vacant.

No, I disagree with that.

Rather, I would say that the Vice Chair serves as Chair and Vice Chair until the Chair election is completed. If this person is then actually elected as Chair, the office of Vice Chair would then become vacant. If this person is not elected as Chair, they would continue service as Vice Chair.

On 7/11/2024 at 8:04 PM, Wright Stuff said:

If the Executive Committee votes only to fill the Vice Chair position, the new Chair/former Vice Chair remains in office. Some suggest that there has to be an election to make the Vice Chair the new Chair. 

I don't see what's unclear about this or what there is to argue about. In my view, your bylaws are very explicit on this matter. Your bylaws provide that when the Chair resigns, there must be an election for the office of Chair, however, the Vice Chair serves as Chair until that election occurs. After that election occurs, if there is then a vacancy in the office of Vice Chair, there would then be an election to fill that position.

On 7/11/2024 at 10:35 PM, Wright Stuff said:

Out of further curiosity, once the Chair resigns and the Vice Chair becomes the temporary Chair, assume that the new Chair is not elected but another person is. Is the Vice Chair (returned to his position as the Vice Chair after his ascension to Chair) now also the Immediate Past Chair? In this organization, the answer to that question is critically important.

Now that does seem to be an interesting question.

I am inclined to think the answer is "yes." The bylaws provide:

"The resulting vacancy shall be filled by an election by the Executive Committee except that immediately upon the office of Chair becoming vacant, the Vice-Chair shall automatically succeed to the office of Chair until such an election is held."

There is no qualifier such as "acting" or "temporary." The bylaws that that the Vice Chair "shall automatically succeed to the office of Chair until such an election is held." So it would seem to me that the Vice Chair is the Chair until the election for Chair is held. If the Vice Chair is then returned to the position of Vice Chair due to a different person being elected as Chair, it does seem to me that they would then be both the Vice Chair and the Immediate Past Chair, unless something in the bylaws suggests otherwise. The Immediate Past Chair is the person who was Chair immediately prior to the current Chair.

I do agree, however, with Dr. Kapur, when he says:

On 7/11/2024 at 11:41 PM, Atul Kapur said:

To be frank, if you're organization is getting this contentious at this level of detail, it should engage a professional parliamentarian to look at the entirety of your governing documents and provide a formal parliamentary opinion.

On 7/12/2024 at 8:40 AM, Richard Brown said:

i’m on verge of agreeing with Mr. Katz. The only reason I’m hesitant is that it’s difficult for me to believe that the true intent of the people who drafted these bylaws is that the vice chair actually become the chair for only a month or two, and then when the election for new chair is held, if he doesn’t win the chair election, he is suddenly out of office altogether rather than returning to his position as vice chair. Yet, that is what the bylaws seem to say if taken literally.

Well, yes, but I think we're past that, and I don't believe that's what the OP is asking. The OP appears to agree now that, if not elected as Chair, the Vice Chair would continue in that office.

I understand the OP's question to be, in those circumstances, is the Vice Chair also the "Immediate Past Chair."

In other words, the question is whether during this "interim service" period as Chair, the Vice Chair was in fact the "Chair" for purposes of the "Immediate Past Chair" position.

(Obviously the best solution to this problem is to not have an Immediate Past Chair position in the bylaws.)

Edited July 12, 2024 at 01:50 PM by Josh Martin

[Wright Stuff]

On 7/12/2024 at 12:41 AM, Atul Kapur said:

To be frank, if you're organization is getting this contentious at this level of detail, it should engage a professional parliamentarian to look at the entirety of your governing documents and provide a formal parliamentary opinion.

The problems in this group are WAY beyond parliamentary procedures.

[Atul Kapur]

On 7/12/2024 at 11:18 AM, Wright Stuff said:

The problems in this group are WAY beyond parliamentary procedures.

You have to start somewhere.

[Gary Novosielski]

I don't know where all this "temporary" or "acting" stuff comes from.  They bylaws clearly state that the Vice Chair succeeds to the office of Chair.  There's nothing "acting" about it, although the length of time is not clearly stated.  Since this immediately creates a vacancy in the office of Vice Chair, which is presumably filled as soon as practicable, if the new Chair stands for election and loses, there is no seat for them to go "back" to.  If for some reason that seat was not filled, the ex-new-Chair could be appointed to it, if that's how things work, but it's not automatic or certain that they would be the one chosen.

I don't think it's fair to discern original intent that flatly conflicts with the language used.

[Wright Stuff]

The Executive Committee met. The Vice Chair announced to the committee that the Chair submitted his resignation. There was no vote to accept the resignation. The Vice Chair announced that he was the new Chair. The Executive Committee was okay with it. LOL. So much for rules. 

[Wright Stuff]

What does the bolded sentence below from 32:7 mean when it says a request to be excused from a duty (resignation) is a question of privilege?

32:7    A request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization of the assembly; and so also is the filling of a vacancy created by the acceptance of a resignation. In such cases, the assembly can proceed immediately to fill the vacancy, unless notice is required or other provision for filling vacancies is made in the bylaws. In the case of a resignation from office, unless the bylaws provide otherwise, the assembly cannot proceed to fill the vacancy immediately since notice is a requirement. 

[Richard Brown]

On 7/12/2024 at 4:11 PM, Gary Novosielski said:

 

I don't know where all this "temporary" or "acting" stuff comes from.  They bylaws clearly state that the Vice Chair succeeds to the office of Chair.  There's nothing "acting" about it, although the length of time is not clearly stated.  Since this immediately creates a vacancy in the office of Vice Chair, which is presumably filled as soon as practicable, if the new Chair stands for election and loses, there is no seat for them to go "back" to. 

 

I’ve got to say that I tend to agree with Mr. Novosielski. If we take the bylaws to mean what they say, the vice chair becomes the chair and from that moment on he is no longer vice chair and cannot just resume being vice chair as if he had never become chair. He is never both chair and vice chair at the same time.. As Mr. Novosielski stated, he could be reappointed or reelected as vice chair,  but he cannot just pick back up where he left off as vice chair. He ceased being vice chair when he became Chair. 

I acknowledge that might not have been the intent of the people who drafted the bylaws and for that reason, I still maintain that this is actually a matter of bylaws interpretation, which is something only this organization’s members can do.  
 

[Richard Brown]

On 7/12/2024 at 7:09 PM, Wright Stuff said:

The Executive Committee met. The Vice Chair announced to the committee that the Chair submitted his resignation. There was no vote to accept the resignation. The Vice Chair announced that he was the new Chair. The Executive Committee was okay with it. LOL. So much for rules. 

Sigh . . . . 
 

Question:  did you – or anyone – tell the chair that the assembly needs to accept the resignation? Did anyone make a motion to accept it?

Edited July 13, 2024 at 01:13 AM by Richard Brown
Added last paragraph

[Wright Stuff]

On 7/12/2024 at 9:04 PM, Richard Brown said:

Question:  did you – or anyone – tell the chair that the assembly needs to accept the resignation? Did anyone make a motion to accept it?

I was not at the meeting, but a friend who is also a student of RONR was. He told them they need to accept the resignation. They told him it wasn't necessary. No one made a motion to accept it. 

As I said, this organization has major problems. They're now above the rules. Until they're not. 

[Drake Savory]

On 7/12/2024 at 7:03 PM, Richard Brown said:

I acknowledge that might not have been the intent of the people who drafted the bylaws and for that reason, I still maintain that this is actually a matter of bylaws interpretation, which is something only this organization’s members can do.  

Except interpreting the bylaws as what they want it to say instead of what it actually says, even mistakenly, is not appropriate.  If the bylaws don't say what the organization wants it to, then they need to amend not creatively interpret.

[Drake Savory]

On 7/12/2024 at 9:59 PM, Wright Stuff said:

They told him it wasn't necessary. No one made a motion to accept it. 

Are resignations handled elsewhere in your bylaws or special rules of order?  Maybe they are right if a resignation becomes effective upon receipt by the secretary or if made in a meeting as witnesses. 

[Richard Brown]

On 7/13/2024 at 10:15 AM, Drake Savory said:

Are resignations handled elsewhere in your bylaws or special rules of order?  Maybe they are right if a resignation becomes effective upon receipt by the secretary or if made in a meeting as witnesses. 

Yes, that is a possibility, but  we have mentioned that several times in our comments and Write Stuff has never indicated that their bylaws contain a provision stating that a resignation is effective upon receipt.

It’s also possible that there is controlling state law which provides that a resignation is effective upon receipt.

I suspect it’s just more of a custom that this organization has never required that resignations be formally accepted in the past.

Edited July 13, 2024 at 03:40 PM by Richard Brown
Added last two paragraphs and typographical correction

[Drake Savory]

On 7/12/2024 at 9:59 PM, Wright Stuff said:

I was not at the meeting, but a friend who is also a student of RONR was. He told them they need to accept the resignation. They told him it wasn't necessary. No one made a motion to accept it. 

Does this mean your friend made a Point of Order and it was ruled not well-taken?

[Richard Brown]

On 7/13/2024 at 10:13 AM, Drake Savory said:

Except interpreting the bylaws as what they want it to say instead of what it actually says, even mistakenly, is not appropriate.  If the bylaws don't say what the organization wants it to, then they need to amend not creatively interpret.

These bylaw provisions regarding a vacancy in the office of the chair are poorly written and there is plenty of room for interpretation. Our own members who are trying to help Write Stuff disagree on exactly what the provisions mean and how to interpret them.