Election of new directors before there is an opening.

[Guest Laura Jean]

Can a board vote to replace an at-large director before there is an opening? If so, is it a conflict of interest for the outgoing director to vote for own replacement?

[Chris Harrison]

A member of a body can vote until they are no longer a member of that body. A vacancy can't be filled unless there is a vacancy to fill.

[Guest Edgar]

A vacancy can't be filled unless there is a vacancy to fill.

Though I'm pretty sure we've agreed that if, for example, a resignation has been accepted to take place at some future date, a replacement can be selected prior to that date (to ensure continuity of office).

[jstackpo]

I would think it should be made entirely clear to both the voters and the selectee that this would be a contingent selection.

[Rev Ed]

And you could potentially pass two separate motions (which also makes things easier to understand.)

First you would have to vote to accept the resignation (which the resigning member can vote on as he/she is still a member). If the resignation is for a future date/time, the motion could read like this: "That Joe Smith's resignation set for July 31st be accepted." If passed, the group can then pass a motion "That John Davis be appointed to fill the vacancy occurring on July 31st."

[Tim Wynn]

Can a board vote to replace an at-large director before there is an opening? If so, is it a conflict of interest for the outgoing director to vote for own replacement?

This sounds like it may be a question about removing a director from office. If that's the case, see FAQ# 20.

Also, see the third sentence of the first footnote on p. 654 of RONR (11th ed.), which may apply to your situation.

[sMargaret]

If the resignation is for a future date/time, the motion could read like this: "That Joe Smith's resignation set for July 31st be accepted." If passed, the group can then pass a motion "That John Davis be appointed to fill the vacancy occurring on July 31st."

I find this a fascinating possibility, given a situation that a group I'm involved in recently went through.

Let's say the group meets July 15th, and passes the motion above. Joe Smith sends in a resignation letter July 31st. The next meeting is August 15th.

At what date can Joe Smith's resignation be said to be accepted, and John Davis is on the board? Can Joe Smith rescind the letter of resignation in between July 31st and August 15th? If the effective dates are July 31st, at what point does this get into business being conducted outside of a meeting?

[Guest Edgar]

Let's say the group meets July 15th, and passes the motion above. Joe Smith sends in a resignation letter July 31st.

A motion to accept a resignation can't be made prior to the receipt of the resignation.