Guest Lynn Posted May 13, 2012 at 11:59 AM Report Share Posted May 13, 2012 at 11:59 AM how long does the board have to replace a director that has resigned Link to comment Share on other sites More sharing options...
Trina Posted May 13, 2012 at 12:03 PM Report Share Posted May 13, 2012 at 12:03 PM Assuming it is the board's job to fill the vacancy, the board should work to fill the vacancy. There is no specific time limit in RONR.Are there more facts behind your question? Link to comment Share on other sites More sharing options...
Guest Lynn Posted May 13, 2012 at 12:46 PM Report Share Posted May 13, 2012 at 12:46 PM three of the four directors have voted to replace with a certain person but the president is not going ahead and appointing that personthere are a number of things that the board has to pass but with only 4 the votes are tied so how do they make this happen Link to comment Share on other sites More sharing options...
jstackpo Posted May 13, 2012 at 12:53 PM Report Share Posted May 13, 2012 at 12:53 PM If it is the Board's responsibility to fill vacancies (check your bylaws) the president, as president, has NO say in the matter. He has no "veto".The president can vote "No" on filling with a particular person, but if a majority of the Board votes "Yes", the vacancy is then filled. If you have a tie, keep trying, perhaps with another candidate. I am presuming that the president is a member of the Board.If you have special rules (not found in RONR) you will have to sort things out for yourself. Link to comment Share on other sites More sharing options...
Trina Posted May 13, 2012 at 01:10 PM Report Share Posted May 13, 2012 at 01:10 PM three of the four directors have voted to replace with a certain person but the president is not going ahead and appointing that personthere are a number of things that the board has to pass but with only 4 the votes are tied so how do they make this happenAs Mr. Stackpole pointed out, if a vote was taken to fill the vacancy, and the vote was 3-1 in favor, the vacancy is filled. Is there some additional appointment-by-the-president ceremony that is required by your bylaws?Regarding the 'things that the board has to pass' -- a 4-person board can certainly go ahead and conduct business. A tie vote simply defeats a motion. If you actually mean that the board must pass all these potential motions, that doesn't make a lot of sense, and the addition of a fifth board member won't guarantee any such outcome anyway (the new person might vote against some of the motions). Link to comment Share on other sites More sharing options...
Guest Edgar Posted May 13, 2012 at 02:07 PM Report Share Posted May 13, 2012 at 02:07 PM If you actually mean that the board must pass all these potential motions, that doesn't make a lot of sense . . .I suspect Guest_Lynn meant that the adoption of the motions would (at least in her opinion) benefit the organization.. . . and the addition of a fifth board member won't guarantee any such outcome anyway (the new person might vote against some of the motions).Or be absent or not vote at all (i.e. abstain) leaving the possibility of a tie vote.[Sunday musings: It's interesting how many people think a tie vote somehow leaves things "up in the air". It's a natural assumption, of course, and probably based on a sports analogy. Of course we parliamentarians think it's natural to think that a tie vote "simply" defeats a motion but that's no more "natural" than if, for example, a tie score at the end of nine innings would "simply" mean that the home team wins. Rules that seem natural are often arbitrary.] Link to comment Share on other sites More sharing options...
Rev Ed Posted May 13, 2012 at 05:19 PM Report Share Posted May 13, 2012 at 05:19 PM I concur - the President is only one person. If the Board has the power to fill a vacancy, and a majority of the Board has voted for a particular person, then that person is appointed. If the President was supposed to inform the new Board member of his/her appointment, and has decided not to do so, then any Board member could be authorized to make contact and the Board could look at the By-laws regarding disciplining the President if necessary. Link to comment Share on other sites More sharing options...
Gary c Tesser Posted May 14, 2012 at 07:38 AM Report Share Posted May 14, 2012 at 07:38 AM ...Rather well said. Link to comment Share on other sites More sharing options...
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