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vacancies vs. appointments


Micia

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At a recent AGM, 8 directors were elected. At the first board meeting 4 additional people showed up, 'appointed' by the President. Our By-Laws for the election of directors are as below

"The Directors of the Association shall consist of a minimum of eight (8) persons to a maximum of twelve (12) persons, their number being determined by the needs of the Association. Directors shall be elected as required at any general meeting of the Board by the team delegates present,subject to the rules of quorum."

I think the President has the right to fill a vacancy confused with the election of directors and I believe that because 8 directors were elected, meeting the minimum criteria and no one resigned, there are no vacancies as per our By-Laws quoted below:

"Vacancies

Directors may vacate their offices as follows:

a) Upon resignation submitted in writing. B) Upon removal by the Board for good and sufficient cause to be determined by a two-thirds majority, but only following notice of

motion at a previous meeting of the Board. c) Vacancies on the Board may be filled by the Board of Directors at a regular meeting of the Association until the next AGM."

It is my understanding that a vacancy refers to an office that has been filled by election but is left vacant by virtue of death, resignation, or removal. Election of directors at an AGM is a different issue and subject to the By-Law quoted above?

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Yes, thank-you, at least the first part seemed to confirm my position that in this specific case, the minimum number of directors were elected by the membership therefore there are no vacancies for the board to fill and the appointment of 4 additional directors by the president would not be legal. However, the discussion then veered to suggesting that because there is a maximum that wasn't filled, that a vacancy could exist and the board could fill it. So, I am still confused.

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However, the discussion then veered to suggesting that because there is a maximum that wasn't filled, that a vacancy could exist and the board could fill it. So, I am still confused.

Since your membership only elected 8, that is the maximum, at least until it's time to elect directors again. That's my understanding of his reply.

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However, the discussion then veered to suggesting that because there is a maximum that wasn't filled, that a vacancy could exist and the board could fill it. So, I am still confused.

Since I'm at least partially responsible for that "veering", I'll apologize for any confusion and advise you to stick with Mr. Mervosh's advice.

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At the first board meeting 4 additional people showed up, 'appointed' by the President...

I think the President has the right to fill a vacancy confused with the election of directors...

Vacancies on the Board may be filled by the Board of Directors at a regular meeting of the Association until the next AGM."

And according to what you have posted, the President certainly does not have the power to appoint a person to the Board in any situation.

I concur. It looks like the President is also confused about the difference between the President and the Board of Directors. :)

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