Vacancies of Directors

[Guest Brian]

In these Bylaws, do you feel that it “Expressly” specifies how to fill the office of the president?

Bylaws in question:

Article IV: Directors, Section 1: Numbers

The Board includes the four (4) Officers of the corporation (President, Vice President, Secretary and Treasurer), one (1) Member-at-Large and four (4) Community Representatives from the community

Article IV: Directors, Section 7: Vacancies

For any vacancy occurring in the Board of Directors, the Board may elect a director to serve for the duration of the unexpired term of the position

Article IV: Directors, Section 15: Conduct of Meetings

Meetings shall be governed by Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Corporation, these Bylaws, or with provisions of law

Pursuant to RONR (10th ed.), p.442, "In case of the resignation or death of the president, the vice president (if there is only one) or the first vice president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president."

[Chris Harrison]

We cannot interpret your bylaws here. See RONR pp. 570-573 for some principles to help you all do that.

[Dan Honemann]

In these Bylaws, do you feel that it “Expressly” specifies how to fill the office of the president?

Bylaws in question:

Article IV: Directors, Section 1: Numbers

The Board includes the four (4) Officers of the corporation (President, Vice President, Secretary and Treasurer), one (1) Member-at-Large and four (4) Community Representatives from the community

Article IV: Directors, Section 7: Vacancies

For any vacancy occurring in the Board of Directors, the Board may elect a director to serve for the duration of the unexpired term of the position

Article IV: Directors, Section 15: Conduct of Meetings

Meetings shall be governed by Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Corporation, these Bylaws, or with provisions of law

Pursuant to RONR (10th ed.), p.442, "In case of the resignation or death of the president, the vice president (if there is only one) or the first vice president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president."

Based solely upon what you have quoted, I'd say the answer to your question is "no".

[hmtcastle]

In these Bylaws, do you feel that it “Expressly” specifies how to fill the office of the president?

A vacancy in the office of the president automatically fills itself so, as Mr. Honnemann indicated, there is no (other) method (expressly) specified or required. In other words, as long as you have a vice-president, there'll never be a vacancy in the office of president. But there would be a vacancy in the office of vice-president which should be filled as soon as possible.

[Gary Novosielski]

In these Bylaws, do you feel that it “Expressly” specifies how to fill the office of the president?

Bylaws in question:

Article IV: Directors, Section 1: Numbers

The Board includes the four (4) Officers of the corporation (President, Vice President, Secretary and Treasurer), one (1) Member-at-Large and four (4) Community Representatives from the community

Article IV: Directors, Section 7: Vacancies

For any vacancy occurring in the Board of Directors, the Board may elect a director to serve for the duration of the unexpired term of the position

Article IV: Directors, Section 15: Conduct of Meetings

Meetings shall be governed by Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Corporation, these Bylaws, or with provisions of law

Pursuant to RONR (10th ed.), p.442, "In case of the resignation or death of the president, the vice president (if there is only one) or the first vice president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president."

If it does, I certainly can't find it. In fact, the word president does not even appear in the section on vacancies at all, unless there is more that you did not quote.

In order to "expressly provide otherwise", the bylaws would have to specify an alternative method for filling the presidency other than vice-president-becomes-president. Nothing there looks even close.