Filling BOD vacancy

[cfourkays]

Small non-profit, 501c.

Bylaws state that

"Section 8. Vacancies on the Board of Directors will be filled by the Board of Directors."

BOD's are voted on at the Annual Meeting.

Officers are then voted in by the new BOD.

We lost our Secretary.

President called for a special BOD's Meeting to choose a BOD replacement.

The BOD replacement would then be voted in by the BOD as replacement for the Secretary.

There were 3 members who stood for the BOD replacement.

After the announcement for the new BOD member and Secretary, the voted in candidate stated she did not want to run and didn't know who nominated her.

The President want's to know if he can poll the Board by phone to select one of the 2 remaining candidates, or does he have to call another special meeting of the Board.

I've attached our Bylaws.

Pete Crane

(71056110) FH ByLaws Rev 2013 0910.pdf

[Joshua Katz]

I haven't read your bylaws, and don't plan to, since we don't interpret bylaws.  However, first, asynchronous voting, and voting by phone, would only be permitted if specifically permitted in your bylaws.  Second, nothing restricts the election to the two earlier nominees.  I have no idea if another special meeting is needed (called in accordance with your bylaws) or if you can hold the election at a regular meeting, but, unless your bylaws say otherwise, it has to happen at a meeting.

[Hieu H. Huynh]

9 minutes ago, cfourkays said:

The President want's to know if he can poll the Board by phone to select one of the 2 remaining candidates...

No, hold another election.

[Hieu H. Huynh]

Also, I suggest amending "Article VI: Rules of Order" in your bylaws to use the right book (see here).