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Replacement of Resigned Officers


Guest Harry Gornto

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Our by laws do not address the procedure for replacement of resigned officers. So if an officer does resign from the board how can that position by filled.

Seems that the by laws imply that any voting member of the board must be elected by membership so can the board fill the post or must they bring up the replacement in a meeting??

Do you recommend that the by laws be ammended to address this subject.

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Our by laws do not address the procedure for replacement of resigned officers. So if an officer does resign from the board how can that position by filled.

Seems that the by laws imply that any voting member of the board must be elected by membership so can the board fill the post or must they bring up the replacement in a meeting??

Do you recommend that the by laws be ammended to address this subject.

If your board has the general authority to do anything that doesn't conflict with a decision made by the members, then absent any other provision in the bylaws, the board can fill the vacancy.

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Do you recommend that the by laws be ammended to address this subject.

Yes, it would be a good idea to specify a method for filling vacancies, especially if your general membership doesn't meet that frequently and there might be a need to have the vacancy filled in a timely manner. See RONR, 11th ed. p.575, ll.6-17 for some input into bylaw provisions for filling vacancies.

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Both our president and vice-president have resigned via an email to the other board members. What is the proper procedure for replacing them? Our vice-president was the chairman of the board.

If your bylaws include a vacancy-filling provision that allows the remaining members of the board to elect/appoint replacements, that would be one way. An election by the membership is almost certainly an option, unless your rules say otherwise, which I'd have to guess would be unlikely. Check your bylaws to see if there's a section on Vacancies, possibly in the Article on the Board of Trustees/Directors (or what-have-you) or Officers.

WW5Mmg

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Would the secretary preside at the meetings and chair the board until a replacement is found.

The resignations would first need to be accepted. The board might be empowered to do this, and if not, the general membership. If your bylaws include a vacancy-filling provision, that could be followed, and if not, a meeting would need to be called for special elections. In the meantime, assuming you still attain a quorum at board meetings, the secretary would call the meeting(s) to order and preside over the election of a chair pro tem.

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