Jump to content
The Official RONR Q & A Forums

Appointing board members to fill vacant positions. What is a vacant position?


Guest Donald Rull

Recommended Posts

Our bylaws consist of the following provisions for our Board of Directors: "Composition – There shall be a minimum of five (5) and maximum of nine (9) members." "Vacancies – In the event of a vacancy on the Board, the Board may appoint a qualified Member in good standing to fill the vacancy until the next Congregational Meeting, when an election shall be held to fill the unexpired term." My question is this. If only 6 people are elected to the board, are the remaining positions considered positions that can be filled by appointment until the next Congregational Meeting, or must an elected position first be vacated (meaning someone resigns or is removed) before an appointment can take place?

Link to comment
Share on other sites

I'd say that your board's authority to appoint replacements applies only in the case of a "mid-term" vacancy (such as would occur after a resignation), regardless of whether the person who resigned (or was otherwise removed) had been elected or appointed.

What is less clear (to me) is whether, if your board had nine members and one resigns, a "vacancy" exists. Which is one reason I (and I think a few others here) are not too fond of designating a range of members, rather than a fixed number.

Link to comment
Share on other sites

Our bylaws consist of the following provisions for our Board of Directors: "Composition – There shall be a minimum of five (5) and maximum of nine (9) members." "Vacancies – In the event of a vacancy on the Board, the Board may appoint a qualified Member in good standing to fill the vacancy until the next Congregational Meeting, when an election shall be held to fill the unexpired term." My question is this. If only 6 people are elected to the board, are the remaining positions considered positions that can be filled by appointment until the next Congregational Meeting, or must an elected position first be vacated (meaning someone resigns or is removed) before an appointment can take place?

When the bylaws contain a provision such as the one you have quoted, the membership decides how many board members there will be, and then elects that number of members to the board. In this case, it would appear that your membership decided that the board should consist of 6 members, and this will remain the requisite number unless and until it is changed at another Congregational Meeting.

Link to comment
Share on other sites

What is less clear (to me) is whether, if your board had nine members and one resigns, a "vacancy" exists.

Why would it not? If the membership (as noted by the OP) has elected 6 board members, and one resigns before completing the prescribed term of office, wouldn't that position need to be filled at least until the end of the term?

What's less clear to me is whether the membership can elect 6 members at one AGM (assuming elections are held then) and only elect 5 at the next AGM, particularly if the term of office for board members is something like "one year or until their successors are elected."

Link to comment
Share on other sites

Why would it not? If the membership (as noted by the OP) has elected 6 board members, and one resigns before completing the prescribed term of office, wouldn't that position need to be filled at least until the end of the term?

Well, that would seem to make sense (and the board certainly could fill the position) but I'm imagining the board deciding not to fill the "vacancy" because there are still enough board members to satisfy the minimum requirement. Though this is at odds with Mr. Honemann's position (and I think we've locked horns on this one before).

What's less clear to me is whether the membership can elect 6 members at one AGM (assuming elections are held then) and only elect 5 at the next AGM, particularly if the term of office for board members is something like "one year or until their successors are elected."

Or, for that matter, simply elect 9 at the next AGM. Can the size of the board only increase? Once you've elected six you can't go back to five? Once seven you can't go back . . . ? That doesn't make sense to me. (To which I can almost hear Mr. Honemann reply, "That's because you're not making sense!)

Link to comment
Share on other sites

Archived

This topic is now archived and is closed to further replies.

×
×
  • Create New...