Removing Board members Filling vacancies

[Guest Guest]

A vacancy occured on a Board. The by-laws state any vacancy occurring on the Board shall be filled by action of the remaining board members for the

remainder of the term in which the vacancy occurs. The remaining board, by majority of those voting at a properly called meeting, elected a new person to fill the vacancy. Since being elected, that person has refused to attend any other board meetings or participate in anyway. The remaimng Board members wish to replace the that person with one who will be more particiaptory.

Q: May the Board by its action remove the person that they elected to fill the vacancy?

[Guest Edgar]

May the Board by its action remove the person that they elected to fill the vacancy?

I'd say that the appointed member is now as much a board member as any of the other (elected) board members and he can only be removed by whatever process would apply to them as well. But stay tuned for those who might say that the power to appoint is the power to remove.

[JohnR]

But stay tuned for those who might say that the power to appoint is the power to remove.

No, I think you've got it quite right. The power to appoint in case of vacancy doesn't extend to removal.

[Gary Novosielski]

I'd say that the appointed member is now as much a board member as any of the other (elected) board members and he can only be removed by whatever process would apply to them as well. But stay tuned for those who might say that the power to appoint is the power to remove.

Not in this case. The term of office of such an appointment is held to be the unexpired remainder of the term that was left vacant. So the means of removal from office before the end of term would be the same as for any other board member.

[Bruce Lages]

But suppose that the term for the office in question has the "...or until a successor is elected" phrase. Would that option also apply to allow repacing the successor? Or once the first successor is chosen, does that phrase cease to apply?

[jstackpo]

If the term of office includes the "or until..." phrase, the person can be removed as described on p. 653.

It doesn't matter how the person got into the office in the first place.

[Gary Novosielski]

But suppose that the term for the office in question has the "...or until a successor is elected" phrase. Would that option also apply to allow repacing the successor? Or once the first successor is chosen, does that phrase cease to apply?

The phrase would apply to all who hold that office.

[Bruce Lages]

The phrase would apply to all who hold that office

That's certainly what I thought as well, but some of the responses seemed to me to imply that the board couldn't remove their elected replacement member.

[Trina]

But suppose that the term for the office in question has the "...or until a successor is elected" phrase. Would that option also apply to allow repacing the successor? Or once the first successor is chosen, does that phrase cease to apply?

The phrase would apply to all who hold that office.

That's certainly what I thought as well, but some of the responses seemed to me to imply that the board couldn't remove their elected replacement member.

I think that some confusion is developing about which body can remove the officer. The 'or until a successor is elected' phrase gives the body that normally elects the board member the authority to remove him (usually that body would be the general membership). If the board has authority to fill a vacancy on the board, then the fact that the board chooses to use a form of election to select the replacement member doesn't somehow give the board authority to later remove the replacement member. The removal authority remains with the general membership.

At least that is my understanding of the situation.