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Board member resigns


Guest Dennis Prather

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I am the secretary/Treasurer of a 570 member social club, we have a board member that has resigned and the President is under the assumption that he can appoint anyone he wants to the position. I am of the position that there has to be a provision in the by-laws for him to be able to do that. The by-laws do not have a provision for vacancy. Who is right?

 

The position is not due for election until October of 2014, so there is a more than a year left on the position. The president said that if he can’t fill it than he would leave it vacant until the election. What is the proper procedure for this situation?

 

 

 

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I am the secretary/Treasurer of a 570 member social club, we have a board member that has resigned and the President is under the assumption that he can appoint anyone he wants to the position. I am of the position that there has to be a provision in the by-laws for him to be able to do that. The by-laws do not have a provision for vacancy. Who is right?

 

You are. The President doesn't have the authority to fill vacancies unless the bylaws so provide.

 

The position is not due for election until October of 2014, so there is a more than a year left on the position. The president said that if he can’t fill it than he would leave it vacant until the election. What is the proper procedure for this situation?

 

Well, you've already noted that the bylaws don't have a specific provision on filling vacancies. Do your bylaws grant the board "full power and authority over the affairs of the Society between meetings of the membership?" If so, then the board may fill the vacancy. If not, then the general membership may fill the vacancy. Previous notice is required of an election to fill a vacancy.

 

(I'd also note that the board member in question is technically still a member of the board until his resignation has been accepted. The body with the authority to fill the vacancy also has the authority to accept the resignation.)

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Would this qualify?

Sec. 2. Said Board of Directors shall be the ad interim administrative body of the LITTLE JOHN CONSERVATION CLUB between meetings of the general membership and shall be powered to transact all business and manage all property and funds, as well as supervise all activities between general membership meetings.

 

 

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Would this qualify?

Sec. 2. Said Board of Directors shall be the ad interim administrative body of the LITTLE JOHN CONSERVATION CLUB between meetings of the general membership and shall be powered to transact all business and manage all property and funds, as well as supervise all activities between general membership meetings.

 

It's ultimately up to your organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591.

 

At first glance, however, I'd note that "all business" is pretty broad - in fact, I wonder what the point is of including the rest of the stuff.

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