Vacancy in office

[Guest LauraR]

Our board elections will be held in July. There are two positions expiring and three people interested in running. One of the people currently holding office (I'll call her candidate A)is concerned that she will lose and is trying to talk another member into resigning earlier than he had planned so that the third candidate can simply be appointed and therefore candidate A will automatically be re-elected. Our bylaws state:

If a vacancy occurs in the Board of Directors, the vacancy shall be filled for the unexpired term by the Board of Directors, at their discretion.

The term for the member that might be willing to resign is up next year. Since the elections are next month, would the Board have to appoint a replacement or could that position be made part of this year's election?

[Gary Novosielski]

If there is NO other provision in your bylaws, then someone appointed to fill a vacancy, according to RONR, would serve for the remainder of that term, even if an election intervened.

But it is not that uncommon to have bylaws provisions that require people serving such partial terms to serve only until the next election, where the partial term would be open for election.

You'll have to read your bylaws to see if there are any rules like that.

[Rev Ed]

But Candidate A cannot compel another member to resign his/her position in order to remain on the Board. If the members want Candidate A on the Board then Candidate A will be elected at the meeting next month.