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Resignation of President


Guest Michael Satin

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The President of the Board of Directors of our religious organization recently resigned her position, which she announced to the entire organization in our newsletter, giving as her reason that the Board and certain members of the organization had become unruly and she had been personally maligned too many times. We can debate whether that was happening, but being the second vice president on whom the job has settled (the first vice president has refused to take on the job) I have some more urgent practical considerations I need to resolve.

Our by-laws lay out that if a president leaves the position, the first or second vice president shall automatically take over the job for the remainder of the term. They don't say anything about what happens to the president. We do have the position of immediate past president who is a voting board member. My questions are:

1. When a president resigns, does she resign all offices which she may hold as a function of being president? In our case, the president is ex-officio a member of all committees by operation of the office. If she resigns the office, is she automatically off those committees?

2. When a president resigns, does she then become immediate past president? We have a sitting immediate past who has no interest in giving up her seat and has done nothing to warrant being removed. Does the resigning president, by her choice, simply get to bump the current immediate past president off the board before her term has ended?

It seems to me that a resigning president cannot have her cake and eat it too. If she resigns her position, I would think that she is not entitled to continue to hold positions that would flow to her only through operation of the office she held (committee memberships and office of immediate past president, specifically). Is that correct, or can someone tell me the what the correct situation is?

This action has, understandably, left things in a bit of an uproar and the departed presdient seems to have taken offense to me as well. As far as I can see she is busy building some sort of coalition behind the scenes to retain some type of power and make it very difficult for me to run meetings or the organization. I do not believe that I had any part in running her off though she became very angry with me after her announcement and now won't communicate with me. My first board meeting is coming up later this week, so I'm trying to find out as much as I can what the correct situation is and how to handle it before we get there. Any help would be greatly appreciated.

Thank you!

Michael Satin

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Ah, another organization realizes the issue of giving your immediate past president an automatic position within your group.

1. If the president resigns, unless the bylaws specifically say otherwise, the (first) vice-president BECOMES president. He/she may also resign but he may not keep his position as 1VP (unless your bylaws say otherwise).

2. Regardless of your feelings about cake, the person who resigned is now your immediate past president. The president before her is no longer the IPP and has lost her seat.

I understand that's not the way you may have intended the situation to work under but the clear language of the bylaws you have summarized, that's the way it works.

I recommend that you consult a parliamentarian who can tell you haw to easily amend your bylaws to prevent such a problem in the future. However, until then...

-Bob

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1. When a president resigns, does she resign all offices which she may hold as a function of being president? In our case, the president is ex-officio a member of all committees by operation of the office. If she resigns the office, is she automatically off those committees?

The former president no longer holds the offices she held ex officio (i.e. by virtue of her being president).

2. When a president resigns, does she then become immediate past president? We have a sitting immediate past who has no interest in giving up her seat and has done nothing to warrant being removed. Does the resigning president, by her choice, simply get to bump the current immediate past president off the board before her term has ended?

There's no "choice" involved. The person who just resigned as president is the immediate past president.

And though your rules may vary, as far as RONR is concerned, upon the accepted resignation of the president, the first vice-president becomes the president (and, usually, all other vice-presidents move up).

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There are, perhaps, some issues your organization should consider to reduce problems "the next time".

1. Assuming your bylaws do not otherwise specify, the first vice-president BECOMES the president when the president resigns. Thereis, probably, no choice. You should consider either making sure that the first vice-president will do the main duty of the office and take the job as president OR change the bylaws to otherwise fill the office of president. Your first vice-president, in my opinion, should not have taken the job if he/she was not willing to perform the duties of the office.

2. Your organization has chosen to give the immediate past president a role. It sound like that may not be a good thing, based on this situation. BUT, that is a choice your organization made. If you don't want this mess again, consider changing the automatic rights given to the immediate past president.

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Note, however, that, if the president resigns or the office of president becomes vacant for some other reason. the 1VP does NOT have the option to remain as 1VP. Either he/she becomes the president, or he could choose to resign along with the president. In this latter case, the 2VP becomes the president.

If the 1VP were to become president, assume the office and then resign, he would then become the immediate past president.

-Bob

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Note, however, that, if the president resigns or the office of president becomes vacant for some other reason. the 1VP does NOT have the option to remain as 1VP. Either he/she becomes the president, or he could choose to resign along with the president. In this latter case, the 2VP becomes the president.

If the 1VP were to become president, assume the office and then resign, he would then become the immediate past president.

-Bob

I would suppose, in an extremely theoretical sense perhaps, that as soon as the President's resignation is voted on affirmatively, the 1VP becomes the President, unless a single motion to accept both resignations simultaneously is adopted. Barring that, the resignation of the 1VP (if submitted at the same time but handled separately in the meeting) could be viewed as "invalid" since he is no longer the 1VP at that moment?

The tricky part in this situation is noted in this quote from the original post: "Our by-laws lay out that if a president leaves the position, the first or second vice president shall automatically take over the job for the remainder of the term." If the bylaws do in fact allow the 1VP to retain that office, presuming I suppose that the 2VP is willing to fill it, then it may be a non-issue anyway.

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The tricky part in this situation is noted in this quote from the original post: "Our by-laws lay out that if a president leaves the position, the first or second vice president shall automatically take over the job for the remainder of the term." If the bylaws do in fact allow the 1VP to retain that office, presuming I suppose that the 2VP is willing to fill it, then it may be a non-issue anyway.

Although, if there's some sort of choice available (and it's not clear to me who gets to make that choice), I can't see how the succession could be considered "automatic".

Perhaps a case of sloppy bylaws? Or a sloppy copy?

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The former president no longer holds the offices she held ex officio (i.e. by virtue of her being president).

There's no "choice" involved. The person who just resigned as president is the immediate past president.

But just after that, the First VP apparently resigned as president, and so he is now the immediate past president.

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But just after that, the First VP apparently resigned as president, and so he is now the immediate past president.

I'm not so sure. We're told that, "if a president leaves the position, the first or second vice president shall automatically take over the job for the remainder of the term", and that, "the first vice president has refused to take on the job".

I took the word "or" to indicate some sort of choice, and that the first vice-president remained in his office and there is now a vacancy in the office of second vice-president.

Perhaps not.

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I'm not so sure. We're told that, "if a president leaves the position, the first or second vice president shall automatically take over the job for the remainder of the term", and that, "the first vice president has refused to take on the job".

I took the word "or" to indicate some sort of choice, and that the first vice-president remained in his office and there is now a vacancy in the office of second vice-president.

Perhaps not.

If that's an actual quote from the bylaws, that's mighty vague. I wish them luck with it. Having vague bylaws is its own punishment.

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