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Vacancy in Office


Guest Karen

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We are drafting bylaws for a new organizaion. Is it appropriate for the President or the Executive Board to fill a vacant office? If by Executive Board, then should the office be filled by 2/3 vote? If by President, then is any approval required by the Executive Board?

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We are drafting bylaws for a new organizaion. Is it appropriate for the President or the Executive Board to fill a vacant office? If by Executive Board, then should the office be filled by 2/3 vote? If by President, then is any approval required by the Executive Board?

All of that is for you all to decide (and there are pros and cons to both of them). One thing to take into consideration is how often the General Membership meets (assuming that they will be electing the officers) because the default rule is that the body which elects the officer would fill the vacancy. If the Membership will meet infrequently and/or the officers will have lots of extra-meeting duties you might want to have the Board (who will meet more frequently) fill the vacancies.

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We are drafting bylaws for a new organizaion.

Then you might want to examine the sample bylaws in RONR. There's no need to re-invent the wheel.

You might also examine the bylaws of organizations similar to yours. Just don't copy the bad stuff . . . and there's a lot of bad stuff out there.

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We are drafting bylaws for a new organizaion. Is it appropriate for the President or the Executive Board to fill a vacant office? If by Executive Board, then should the office be filled by 2/3 vote? If by President, then is any approval required by the Executive Board?

During the drafting of bylaws is a good time to hire a professional parliamentarian, who can advise on all of the pitfalls that you might not see and recommend language to achieve the organization's desired result.

If you want to do it yourself, though, you should start with the sample bylaws in RONR and modify to fit your needs, after carefully reading Section 56 of RONR (11th ed.), of course.

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The organization will only meet quarterly throughout the year. The Board willmeet monthly. If Executivew Board will fill vacant posiitons, then is the vote to do so two-thirds (2/3)?

Only if your bylaws say so and IMO they shouldn't because if the board if divided between two or more factions you may not be able to get a 2/3 vote.

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Also, while having unanimous consent or at least 2/3 of the Board agreeing on an issue is desireable, it is also a fact that life is not black and white and sometimes getting a majority of the Board to accept one idea (or one candidate in this case) is not always going to be easy. That is partly why a 2/3 vote should be avoided except in specific situations.

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