Board Members Quitting

[Guest Angie]

We found out through the grapevine that our soccer club had 1 Board member resign 2 weeks ago and just a few days ago 3 Board members defected - left all in 1 day!

This leaves our Board with Past President, President, President Elect, Treasurer and At Large. We are concerned that this BOD will appoint their cronies to these open positions. Our BOD's are elected at our annual meeting of members & it is not until Jan.

Do we as members of the corporations have the right to request these positions be filled through a general election of its members?

[Gary c Tesser]

First, please note that a resignation is a request to be excused from a duty. These officers all still hold their offices, and they are responsible for their duties, until those requests are accepted. (And yes, if they just walk away, usually that's that, in practice. Most organizations can't have them arrested and chained to their desks. Too bad. ... Ooo, maybe I'm moving to the right as I age)

First (but really second), just see if the bylaws provide for filling vacancies. Some do. If the bylaws say so, then that's that (and the board has no contradictory say).

If RONR is your parliamentary authority, then the board can, indeed, appoint whoever it wants -- *IF* the bylaws give the board full power between membership meetings. (For the precise language, see p. 467, and you really should.)

Otherwise, whoever elected the oficers (usually the membership) deals with replacing them. How often are your membership meetings?

[Trina]

It seems to me that the language on p. 467 does not prevent the membership from exercising its inherent right to fill the vacancies -- as long as the membership can scare up a membership meeting for the purpose of holding an election and filling the vacancies.

[Guest Angie]

According to bylaws, the Board can appoint. However, they did state today that there were 4 open positions and to let them know if interested. Nothing about allowing members to vote for those who are interested. We only have 1 annual meeting of members, however there is a special meeting coming up and although this isn't on the agenda we may request another special meeting to hold an election of new Board members.

[Trina]

According to bylaws, the Board can appoint. However, they did state today that there were 4 open positions and to let them know if interested. Nothing about allowing members to vote for those who are interested. We only have 1 annual meeting of members, however there is a special meeting coming up and although this isn't on the agenda we may request another special meeting to hold an election of new Board members.

You should read the exact language in your bylaws carefully, to see if there is really any leeway for election by the membership in the case of a mid-term vacancy. See RONR (11th ed.) pp. 588-591 for some useful principles of bylaws interpretation (if the bylaws seem ambiguous on this point).

The p. 467 citation that Mr. Tesser and I mentioned earlier is relevant if the bylaws do not explicitly give the board vacancy-filling authority. It appears that your bylaws do give the board that authority.

Also, as far as doing something extra that 'isn't on the agenda' at an upcoming special meeting -- keep in mind that a special meeting may only conduct the business that was mentioned in the call to that meeting. That's not to say you couldn't make use of the occasion to gather signatures requesting another special meeting (perhaps talking to various members before the already-called meeting starts, or after it ends).

[Guest Angie]

The Board members who gave their notice and defected did so because of the deceptive behaviors of the President, President Elect, and Past President. Are they technically still able to vote at an all member meeting if the BOD's have not formally acknowledged their leaving at a meeting? Also, does the executive committee have to post to its general membership that they are meeting to accept the resignations?

[David A Foulkes]

Are they technically still able to vote at an all member meeting if the BOD's have not formally acknowledged their leaving at a meeting? Also, does the executive committee have to post to its general membership that they are meeting to accept the resignations?

First question - if you mean a membership meeting, then assuming they are still members of the organization (having only resigned from the Board and not from the organization), then yes.

Second question - no rule in RONR requires it.

[Trina]

The Board members who gave their notice and defected did so because of the deceptive behaviors of the President, President Elect, and Past President. Are they technically still able to vote at an all member meeting if the BOD's have not formally acknowledged their leaving at a meeting? Also, does the executive committee have to post to its general membership that they are meeting to accept the resignations?

If they are still members of the organization, of course they can vote at a membership meeting. Moreover, if their resignations from the board have not been formally accepted, they could still vote at a board meeting until that step (accepting the resignations) is taken.