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Voting on one's own successor.


Gary Novosielski

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Hypothetically:

Mr. Smith is an elected member of a board. He intends to to resign.

The bylaws state, "The board shall have the power to fill any vacancies in its own number until the next Annual Meeting."

Smith wishes to have a role in the selection of his successor, both in the recruitment process and in the actual vote. Can he submit his resignation "to be effective upon the naming of my successor"?

Since no vacancy yet exists, could the board begin the process of filling the vacancy beforehand?

Could the resignation be accepted immediately, yet delayed in its effect, in accordance with Smith's terms? Would the wording of the resignation protect Smith from having his seat declared vacant at once?

Would a motion to name a successor be out of order prior to the existence of the vacancy? I.e., before the power to fill the vacancy kicks in? (This would be analogous to "fixing the time to which to adjourn" yet not actually adjourning.) If adopted, could it be reconsidered?

How about a motion that would, on one action "accept the resignation of Mr. Smith and name Mr. Jones to fill the resulting vacancy"? Could this question be divided, or would the wording of the resignation prevent it?

In short, can Smith be sure of doing what he wants, in this situation?

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Hypothetically:

Mr. Smith is an elected member of a board. He intends to to resign.

The bylaws state, "The board shall have the power to fill any vacancies in its own number until the next Annual Meeting."

Smith wishes to have a role in the selection of his successor, both in the recruitment process and in the actual vote. Can he submit his resignation "to be effective upon the naming of my successor"?

Since no vacancy yet exists, could the board begin the process of filling the vacancy beforehand?

Could the resignation be accepted immediately, yet delayed in its effect, in accordance with Smith's terms? Would the wording of the resignation protect Smith from having his seat declared vacant at once?

Would a motion to name a successor be out of order prior to the existence of the vacancy? I.e., before the power to fill the vacancy kicks in? (This would be analogous to "fixing the time to which to adjourn" yet not actually adjourning.) If adopted, could it be reconsidered?

How about a motion that would, on one action "accept the resignation of Mr. Smith and name Mr. Jones to fill the resulting vacancy"? Could this question be divided, or would the wording of the resignation prevent it?

In short, can Smith be sure of doing what he wants, in this situation?

I see no problem.

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I see no problem with the resigning director providing his/her recommendation on who will be replacing him/her just like any other member of the organization can provide a recommendation. However, I do see a problem with the form of the resignation and the vote to fill the vacancy.

Either the member should resign or not, and not a "maybe" resignation. If he/se wishes to resign, then he/she should do so. As for the vacancy, where is the vacancy if the director has not resigned?

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Can he submit his resignation "to be effective upon the naming of my successor"?

Yes, there DO exist things called "conditional resignations."

Usually, as far as I can tell, there are two kinds: positive spin and negative spin.

• Positive spin are those which are objective, and which give a fixed date. - E.g., "I will be resigning from X effective December 31st."

• Negative spin those done out of anger and/or spite. "If you dare to do X, then I will resign immediately."

Resignations are classified as REQUESTS.

Therefore, there is NO GUARANTEE that the "request" will be officially accepted or officially acknowledged.

And, to reply to your question, the final criterion could be ANYTHING.

Even "... effective upon the selection of my successor."

And, as always, the organization is free to say, "#@!? you. You're stuck until we say so."

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Would the wording of the resignation protect Smith from having his seat declared vacant at once?

In short, can Smith be sure of doing what he wants, in this situation?

No.

As an amendable motion, the "request to be excused from a duty", once moved, is at risk to be amended into a set of conditions which Mr. Smith never bargained for.

But that is the risk whenever you submit a conditional resignation prior to your real hour of resignation.

A "courtesy notice" (i.e., that you INTEND to resign, but haven't yet, but wish to give your organization time for adjustment) is a nice heads-up.

But in the parliamentary world of AMENDMENTS, a courtesy notice, when moved as a MOTION, shall be treated as a debatable, amendable motion, and thus be subject to all applicable parliamentary tools.

RONR never covers "conditional resignations."

The Book always assumes that the resignation is unconditional, and ready to be voted on, without amendment.

Thus The Book offers no guidelines as to what to do when the list of criteria is imperfect, and some of the conditions are unacceptable to the organization.

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No.

As an amendable motion, the "request to be excused from a duty", once moved, is at risk to be amended into a set of conditions which Mr. Smith never bargained for.

Kim, I concur... though I remember suggesting such a thing as a method for removing unwanted foul commentary in a resignation, so the assembly could just accept the resignation without the commentary, to which Mr. Honemann stated no such amendment of the resignation would be in order. I wonder if there's a discernible difference in the previous case and this one. It seems to me any Request to be Excused from a Duty is amendable.

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I see no problem with the resigning director providing his/her recommendation on who will be replacing him/her just like any other member of the organization can provide a recommendation. However, I do see a problem with the form of the resignation and the vote to fill the vacancy.

Either the member should resign or not, and not a "maybe" resignation. If he/se wishes to resign, then he/she should do so. As for the vacancy, where is the vacancy if the director has not resigned?

Okay, then let's change the scenario. Smith submits his resignation unconditionally. The board suspects it may be difficult to recruit a new director immediately, and asks if Smith will remain in office until a suitable successor can be named. Smith agrees.

Apart from the motivations, nothing has changed. Now can Smith vote on his successor?

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Okay, then let's change the scenario. Smith submits his resignation unconditionally. The board suspects it may be difficult to recruit a new director immediately, and asks if Smith will remain in office until a suitable successor can be named. Smith agrees.

Apart from the motivations, nothing has changed. Now can Smith vote on his successor?

This seems like an informal agreement that wouldn't be binding on the members, when the vacancy actually arises. It really comes down to the fact that Mr. Smith wants to cast a vote, after he leaves the membership. This, of course, is not possible.

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This seems like an informal agreement that wouldn't be binding on the members, when the vacancy actually arises. It really comes down to the fact that Mr. Smith wants to cast a vote, after he leaves the membership. This, of course, is not possible.

No, he wants to cast a vote on his successor as his last official act. What rule would prevent this, given the motion as proposed?

The form of the motion "to accept Smith's resignation and appoint Jones" mirrors a known valid form "to suspend the rules, declare the chair vacant, and appoint N. as chairman pro tem". This gives us a precedent for creating a vacancy and filling it in the same motion. Of course, in Smith's case, I suggest that no suspension is needed, since accepting resignations and appointing successors violate no rule. But if you'd be more comfortable moving it under suspension of the rules, then so be it.

There has been general agreement here that there is no rule preventing a member from voting on the motion to accept his own resignation, since he is still a member until the motion is adopted. Presumably he will vote yes. But if the motion were to fail, he would remain a member.

In Smith's case, if the motion were amended to strike Jones and insert Brown, Smith would presumably vote no, and conceivably defeat the motion (easier to do if moved under suspension of the rules). In that case, his resignation would not be accepted, his successor would remain unnamed, and he would remain in office.

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But you agree it would be in order? I.e., that the board could name an heir apparent even before the office became vacant?

Yes.

The mailing informing the membership of the by-election (i.e., the previous notice) could be officially ordered the day the resignation is accepted.

However, if those multiple conditions never materialize, then the election could very well be indefinitely postponed.

For example, the criteria, "I am taking an out of state job," might suddenly turn to an impossibility. And if the person isn't resigning any more (because the necessity of resigning is no longer a fact), then the organization will be put in an awkward situation.

For committees, this is much simpler. - There is NO FIXED TERM OF OFFICE.

The organization is free to appoint (and unappoint) committee members and committee heads an infinite time frame into the future.

For example, no rule in RONR will stop an organization from adopting, today, a resolution:

"That the chairman of the Dance Committee be Mrs. Peacock in fiscal year 2011-2012, Professor Plum in 2012-2013, and Miss Scarlet in 2013-2014."

Even more:

Organizations with the office "president elect" are electing their president well before the incoming president has even taken office yet. :blink:

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Yes.

The mailing informing the membership of the by-election (i.e., the previous notice) could be officially ordered the day the resignation is accepted.

However, if those multiple conditions never materialize, then the election could very well be indefinitely postponed.

For example, the criteria, "I am taking an out of state job," might suddenly turn to an impossibility. And if the person isn't resigning any more (because the necessity of resigning is no longer a fact), then the organization will be put in an awkward situation.

For committees, this is much simpler. - There is NO FIXED TERM OF OFFICE.

The organization is free to appoint (and unappoint) committee members and committee heads an infinite time frame into the future.

For example, no rule in RONR will stop an organization from adopting, today, a resolution:

"That the chairman of the Dance Committee be Mrs. Peacock in fiscal year 2011-2012, Professor Plum in 2012-2013, and Miss Scarlet in 2013-2014."

Even more:

Organizations with the office "president elect" are electing their president well before the incoming president has even taken office yet. :blink:

I was presuming a board of trustees who were elected by the general membership, but who had the power to fill partial term vacancies by appointment. So no general election would be required.

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No, he wants to cast a vote on his successor as his last official act. What rule would prevent this, given the motion as proposed?

You had changed the scenario, and it was this new scenario I was addressing, in which no such strategic motion had been made.

The form of the motion "to accept Smith's resignation and appoint Jones" mirrors a known valid form "to suspend the rules, declare the chair vacant, and appoint N. as chairman pro tem". This gives us a precedent for creating a vacancy and filling it in the same motion. Of course, in Smith's case, I suggest that no suspension is needed, since accepting resignations and appointing successors violate no rule. But if you'd be more comfortable moving it under suspension of the rules, then so be it.

This makes sense.

There has been general agreement here that there is no rule preventing a member from voting on the motion to accept his own resignation, since he is still a member until the motion is adopted. Presumably he will vote yes. But if the motion were to fail, he would remain a member.

Agreed.

In Smith's case, if the motion were amended to strike Jones and insert Brown, Smith would presumably vote no, and conceivably defeat the motion (easier to do if moved under suspension of the rules). In that case, his resignation would not be accepted, his successor would remain unnamed, and he would remain in office.

I can't decide if Mr. Smith is tap dancing around a board that wants him out or if he has the support of a majority in his efforts to name his successor. That will certainly play a big factor on his strategy. I suspect he's just being paranoid. ;)

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