Replacing a Board Member

[Guest Izabella]

Our By Laws are silent about the length of time a replacement board member has to be a member of our organization. To be elected by the membership its states "one year". Can we replace a board member with a capable person with less than a year's membership?

Thank you!

[David A Foulkes]

Our By Laws are silent about the length of time a replacement board member has to be a member of our organization. To be elected by the membership its states "one year".

First you say the bylaws are silent, then you say "it states 'one year'". It's not clear what states 'one year'. Maybe you could clear that up for us?

[sMargaret]

Presumably, it would depend on the method that your bylaws specify for how a replacement board member arrives on the board - are they elected by the membership, or do they come on in some different manner?

[Guest Guest]

Presumably, it would depend on the method that your bylaws specify for how a replacement board member arrives on the board - are they elected by the membership, or do they come on in some different manner?

It says the the following:

. All vacancies on the Board of Directors, whether caused by resignation, death, disqualification, or otherwise, shall be filled for the remaining portion of the term by a majority vote of the members of the Board of Directors, although less than a quorum. Any member so elected by the Board of Directors shall hold office for the remainder of the term of the Director so replaced.

Thanks!

[Guest Sandy Ouellette]

What if you have a school board member that resigns 2 meetings before the elections? Her term is up next year. Who gets to appoint someone to that position the present board or the new board coming? Also there is an RSA that says to appoint someone until the next annual meeting not fill the term?

I'll take any advise.

Did I forget to mention the present board has been the same for over 5 years and not very trustworthy.

Thanks

[Gary c Tesser]

Sandy Ouellette, please start a new discussion thread for this question (though, yes, it's obviously covered by this thread's subject title). Any replies to your question that would be posted here could easily be confused with replies to the Original Question, posted by Guest_Izabella. If you post as a new thread, both your question and hers can be discussed separately. This forum works a lot better that way.

[Gary c Tesser]

It says the the following:[. All vacancies on the Board of Directors, whether caused by resignation, death, disqualification, or otherwise, shall be filled for the remaining portion of the term by a majority vote of the members of the Board of Directors, although less than a quorum. Any member so elected by the Board of Directors shall hold office for the remainder of the term of the Director so replaced.

... Thanks!

First, Guest Guest, please confirm that you are OP Guest Izabella.

Next. Guest Izabella (or Guest_Guest): In what context does it say that "To be elected by the membership it... states "one year""?

I ask because if this sentence somehow does not apply to the vacancies provision you quoted, then it is not binding in cases of vacancies. But whatever the answer, you cannot find out what it means by asking us on the Internet what it means. Only your organization can determine the meaning of its own bylaws, when (as here) an ambiguity exists (RONR, 11th Ed, p. 588).

(Never learn, never learn)

[sMargaret]

It's possible that elections by members require a year of membership, while filling a vacant office simply requires a vote of the current directors, without any such requirement. However, it is up to the members to decide how to interpret their own bylaws.