Motion to name Board replacement before delayed resignation date?

[Guest CIX]

Hi,

Was wondering if it was in order to have the Board name a replacement for appointing to a Board vacancy that was declared at a future date?

We have a Board of 7 members.   One of the Board members who is also elected to the role as a required Secretary-Treasurer, announced he will be resigning at specific date that is 3 months in the future.  He wishes to use this time to also train the incoming replacement to the duties and responsibilities of that role, with included a substantial membership account with mandatory dues.  

There was an announcement that the Board member was retiring and an invitation for anyone to volunteer to be appointed by the remaining Board member to that vacancy.

The By-Laws allows for the Board to fill the vacancy between elections, which are every 4 years.

Is a motion to name someone to fill the vacancy in-order before the actual resignation date?   Or, is it out-of-order because that Board Member first resign before those remaining on the Board can seek and name a replacement?   IOW, Can the Board force the resignation of that person earlier than planned, and declare it vacant immediately?

Latest RONR is cited as the parliamentary authority.

 

ARTICLE XXII
Vacancies in Office

In the event any vacancy is created by the resignation or removal of an
official of the Union, the Executive Board shall be empowered to appoint
a successor to fill the balance of the unexpired term, and such appointee
shall hold office until the next regular election for that office.

 

Thanks.

[Rob Elsman]

If the board has accepted a resignation that is effective at some later date, it is proper, in my opinion, for previous notice of an election at the next meeting be given, notwithstanding that the effective date of the resignation will not have arrived when the election is held.

[Richard Brown]

On 8/21/2024 at 5:55 PM, Guest CIX said:

Is a motion to name someone to fill the vacancy in-order before the actual resignation date? 

Yes. I agree with Mr. Elsman that it is in order to appoint someone to fill a vacancy before the position is actually vacant. In the situation you describe, if the resigning officer has specified a future date for the resignation to become effective, and the assembly accepts the resignation, the assembly may then proceed to Name someone to fill the vacancy to be effective on  the effective date of the resignation. That way, then newly appointed treasurer can undergo the desired training with everyone having the confidence that he will in fact, be the new treasurer on the effective date of the outgoing treasurer’s resignation. 

it is important to note that appropriate prior notice of the intent to fill the vacancy must be given before making the appointment or having the election  

 

Edited August 22, 2024 at 01:14 AM by Richard Brown
Typographical correction. My phone always misspells Mr. Elsman’s name when I dictate.

[Josh Martin]

On 8/21/2024 at 5:55 PM, Guest CIX said:

Was wondering if it was in order to have the Board name a replacement for appointing to a Board vacancy that was declared at a future date?

I see no reason why not.

On 8/21/2024 at 5:55 PM, Guest CIX said:

Is a motion to name someone to fill the vacancy in-order before the actual resignation date?   Or, is it out-of-order because that Board Member first resign before those remaining on the Board can seek and name a replacement?

It is in order for the board to accept the resignation, to be effective on some date in the future, and then to subsequently appoint a person to fill the resulting vacancy, with the appointment to be effective on that same date.

On 8/21/2024 at 5:55 PM, Guest CIX said:

IOW, Can the Board force the resignation of that person earlier than planned, and declare it vacant immediately?

No. A resignation is a voluntary act. The board cannot accept a resignation that has not been requested. The Secretary-Treasurer has requested to resign "at a specific date that is 3 months in the future." He has not requested to resign immediately, and therefore there is no such request for the board to accept.

The organization may, if it wishes, remove the Secretary-Treasurer, pursuant to the removal provisions in your bylaws (or if there are no such provisions, see Ch. XX of RONR). I am not certain from the facts provided whether or not the board has the authority to remove officers.

Edited August 22, 2024 at 12:48 PM by Josh Martin

[Guest CIX]

There is an Article for removing an official [which includes a Board member].   An official may be removed only for the following 4 enumerated reasons (essentially):

• Dishonesty, fraud, corruption, taking bribes, etc.
• Abuse of office or gross negligence in conduct of such office
• Conduct unbecoming of such office
• Membership in or working in the interest of some nefarious organization or cause.

It's provision requires a petition of 25% of the members (approx. 300) first be made, than a hearing conducted by the Executive Board for those charges following those rules for such hearing.

If none of that happens, does the EB or it's President have an obligation to force the resignation to actually appoint the replacement earlier than planned by the office holder presumably acting for the best interest of the organization?  

I don't suspect so, and so far, it seems the consensus here agrees based on the announced scheduled future resignation date alone.

[Richard Brown]

On 8/22/2024 at 8:20 AM, Guest CIX said:

If none of that happens, does the EB or it's President have an obligation to force the resignation to actually appoint the replacement earlier than planned by the office holder presumably acting for the best interest of the organization?  

No. As Mr. Martin stated above, no one can be forced to resign or to resign on a date earlier than stated in his letter of resignation and the person elected or appointed to fill the upcoming vacancy cannot take office sooner than the effective date of the resignation.

[Josh Martin]

On 8/22/2024 at 8:20 AM, Guest CIX said:

There is an Article for removing an official [which includes a Board member].   An official may be removed only for the following 4 enumerated reasons (essentially):

• Dishonesty, fraud, corruption, taking bribes, etc.
• Abuse of office or gross negligence in conduct of such office
• Conduct unbecoming of such office
• Membership in or working in the interest of some nefarious organization or cause.

It's provision requires a petition of 25% of the members (approx. 300) first be made, than a hearing conducted by the Executive Board for those charges following those rules for such hearing.

Thank you. Assuming none of this is alleged to have occurred, then it would appear the officer cannot be removed.

On 8/22/2024 at 8:20 AM, Guest CIX said:

If none of that happens, does the EB or it's President have an obligation to force the resignation to actually appoint the replacement earlier than planned by the office holder presumably acting for the best interest of the organization?  

No. They have no obligation nor ability to do so.

At most, the Executive Board and its President could request that the Secretary-Treasurer submit a resignation with an earlier date. But once again, a resignation is a voluntary act. The Executive Board cannot "accept" a resignation which has not been offered. The Secretary-Treasurer has requested to resign "at a specific date that is 3 months in the future." Unless and until the Secretary-Treasurer submits something else, this is the only resignation for the board to act upon.

Edited August 22, 2024 at 01:35 PM by Josh Martin