Hello!
My church recently had an election to fill three board seats. Only two candidates ran, and were voted in (dont get me started on why we had an actual election in the first place!). So we go into the new board year with one vacancy still. Regarding vacancies, our bylaws speak to vacancies only in terms of defining what a vacancy is, " A vacancy on the Board of Directors shall be deemed to exist after the death, resignation, or removal of any Director." This definition does not speak to a vacancy for lack of a candidate.
Our bylaws go on to state that "Vacancies on the Board of Directors of less than full term may be filled by a simple majority vote of the remaining Directors. Directors so selected shall hold office until the expiration of the term of the replaced member." It goes on to outline that the board may declare seats vacant for a variety of reasons (noted above).
Regarding elections, our bylaws only note that a Director is elected at a regularly scheduled June election, and seated at the July Meeting of the board.
My question: If the bylaws are silent on vacancies of a full term, do we hold another election (immediately after just holding one)? Does the board appoint some? Do we hold a special election? Our board is currently split 3-3 with the chairperson voting.
Thanks!
David