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Board Member Replacement


aaauger
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We have a 12 member non-profit board of directors. On April 9th we had our annual membership meeting and elections for ( 4 ) new officers with a three year term limit. After this election but before our first regular meeting one of our members that was already on the baord resigned. Per our by-laws we bring up the next member from our annual meeting wit the most votes. The problem is: the next two members have the same amount of votes. How do we handle this. One is a women and one is a man. Do we go by the alphabet, by usefullness to the board or do we take a vote with the 11 memebers we have to make the decision.

HELP>>>>>>

April

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We have a 12 member non-profit board of directors. On April 9th we had our annual membership meeting and elections for ( 4 ) new officers with a three year term limit. After this election but before our first regular meeting one of our members that was already on the baord resigned. Per our by-laws we bring up the next member from our annual meeting wit the most votes. The problem is: the next two members have the same amount of votes. How do we handle this. One is a women and one is a man. Do we go by the alphabet, by usefullness to the board or do we take a vote with the 11 memebers we have to make the decision.

HELP>>>>>>

April

It is up to you all to work out the details of your customized rules for filling a vacancy. See RONR pp. 570-573 for some help with that.

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After this election but before our first regular meeting one of our members that was already on the baord resigned. Per our by-laws we bring up the next member from our annual meeting wit the most votes.

It sounds to me like your customized rule would apply to filling a vacancy when one of the newly elected board members resigns. As you can now see, this rule is problematic at best, and should probably be amended out of the bylaws, but that's for the organization to decide.

But the member who resigned was already on the board, not one recently elected. So your bylaws should have some provision for filling vacancies in such a case. Is there nothing else in your bylaws that addresses this situation? Or is your custom rule all they say about filling vacancies?

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It sounds to me like your customized rule would apply to filling a vacancy when one of the newly elected board members resigns. As you can now see, this rule is problematic at best, and should probably be amended out of the bylaws, but that's for the organization to decide.

But the member who resigned was already on the board, not one recently elected. So your bylaws should have some provision for filling vacancies in such a case. Is there nothing else in your bylaws that addresses this situation? Or is your custom rule all they say about filling vacancies?

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After this election but before our first regular meeting one of our members that was already on the baord resigned. Per our by-laws we bring up the next member from our annual meeting wit the most votes.

I don't know the exact wording of your bylaws but it would seem to me you'd look back to the election in which the resigned board member was elected, not necessarily the most recent election, to find the second-place person.

As one of the frequent contributors to this forum is wont to say: just a thought.

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  • 5 years later...

Hi.  So, if new at-large members were elected in November to begin term in January and after the January board meeting, one of the new members resigns, is there any rules that says we must default to the immediate past election results to replace that member, or can we begin a new process of accepting nominations and electing a new at-large member?  Our bylaws are vague, but if this were June and not January, the process would begin again and not default to the person with the most votes in the last election...  Please advise, and thank you in advance!

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