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Appointment of officers who resign


Guest R S Carpenter

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How should the Board of Directors fill vacated offices?

Example: V-Pres was elected to President for the upcoming term to begin 1/1/2011. One week after the election the newly elected president resigns. Can the Board be pro-active and hold a meeting before 2011 and appoint a member to fill the vacated position?

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How should the Board of Directors fill vacated offices?

Example: V-Pres was elected to President for the upcoming term to begin 1/1/2011. One week after the election the newly elected president resigns. Can the Board be pro-active and hold a meeting before 2011 and appoint a member to fill the vacated position?

It may very well be that the board can't fill a vacancy.

You'll have to check your bylaws to see if there are any provisions for filling a mid-term vacancy. If there isn't, you'll just have to hold a special election.

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How should the Board of Directors fill vacated offices?

Example: V-Pres was elected to President for the upcoming term to begin 1/1/2011. One week after the election the newly elected president resigns. Can the Board be pro-active and hold a meeting before 2011 and appoint a member to fill the vacated position?

You don't really have a vacated position. With no vacancy, you have nothing to fill. I suspect on or after 1/1/2011, you'll have to deal with the situation, and it looks like the person elected to vice-president will be getting a bump up on that day, or pretty soon thereafter.

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How should the Board of Directors fill vacated offices?

Example: V-Pres was elected to President for the upcoming term to begin 1/1/2011. One week after the election the newly elected president resigns. Can the Board be pro-active and hold a meeting before 2011 and appoint a member to fill the vacated position?

The "vacated position" at this point is probably the Vice President, since the newly elected vice president presumably became president when the newly elected president's resignation was accepted. (It was, wasn't it?)

As to whether the board can fill vacancies, only your bylaws can tell you that. If they are not empowered to do so, then you'll need to think about a special election.

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You don't really have a vacated position. With no vacancy, you have nothing to fill. I suspect on or after 1/1/2011, you'll have to deal with the situation, and it looks like the person elected to vice-president will be getting a bump up on that day, or pretty soon thereafter.

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Why would the VP get a boost? He was elected to President and resigned. On 1/1/2011 we will not have a President to call a meeting and since he is still the VP for one more year, he probably won't call a meeting. Can we be pro-active and appoint a President now (befpre the first of the year) since he resigned?

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Okay, I posted something but deleted it because I missed the essential point that this person will not take office until next year.

In RONR, elections take effect immediately, and the rules of succession are clear: the vice president becomes president whenever the president leaves office early.

But there are no rules that cover what happens if a president-elect pre-resigns before inauguration, because without that waiting period, that can't happen.

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Why would the VP get a boost?

Whoever is VP when the P resigns will get the bumped up. I was assuming that you all elected yourselves a new VP as well. In any event, the succession still holds.

He was elected to President and resigned. On 1/1/2011 we will not have a President to call a meeting and since he is still the VP for one more year, he probably won't call a meeting. Can we be pro-active and appoint a President now (befpre the first of the year) since he resigned?

He's president and vice-president? Okay, I see.

Wait, you said you will have no president to "call a meeting." If you have regular meetings, you don't need the president to call them, you just show up at the scheduled time and hold the meeting.

If you have a meeting with no president or vice-president, the secretary should call the meeting to order and preside over the immediate election of a chair pro tem (temporary chair). With a chair pro tem, you can transact business as usual, until you can fill the vacancies.

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I noticed that.

But there are no rules that cover what happens if a president-elect pre-resigns before inauguration...

RONR has a different meaning for this term, which doesn't apply here.

Right, I'm not talking about that weird office of the "heir-apparent to the presidency a year in advance" I'm talking about the poor sucker who was elected president now but doesn't take office until some arbitrary waiting period.

It's a pain and always causes trouble.

But I'll raise the stakes and describe the bylaws of an organization I'm president of. The elections take place in May, the "installation" of officers takes place in June, but they don't actually take office until July. So what daheck does "installation" mean? You got me, pal.

Hey, look, I didn't write stuff , I just have to enforce it.:blink:

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