Vacancies on Boards

[Guest Guest_Jim]

Our Bylaws state:

3.5 VACANCIES

Vacancies on the Board of Directors shall be filled by election by the remaining Directors. Each

person so elected to fill a vacancy shall remain a Director until his successor has been elected by

a vote of the membership present, who may make such election at their next annual meeting, or

at any special meeting duly called for that purpose and held prior thereto.

Am I reading this correctly ? I believe it says that the remaining Board members ( Directors ) can elect someone to fill a vacancy.

How is this normally accomplished? Are there nominations? Do we have to find people first who are willing to accept if elected? ( this would help ).

Does it need to be done at the next board meeting or can we discuss and postpone electing someone?

Thanks in advance for your help. I enjoy this forum very much. It is very helpful.

[jstackpo]

You are correct.

It is just like any other election - advance notice to the voters is required (p. 557); you can get nominations in any way you please (establish a committee if you wish, or just take nominations from the floor); get together and vote.

The only difference is that the voters, in this particular election, are the members of the Board only.

And yes, do this job as soon as feasible (and you can find willing candidate(s)). Whoever is elected, by the Board to fill the vacancy, stays in office only until - as I read your citation - the next annual meeting, even if the term - had there been no vacancy - of the incumbent might extend for a longer time. Then whoever is elected at the Annual, finishes the normal term in office. The "vacancy-filler" can run for re-election at the annual meeting if he/she wishes.