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Board of Director resignation


Guest Cam

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We are in the process of revising our By Laws...bringing them up to date with proper language and better understanding for our members. Under BOARD of DIRECTORS we have:

Should any officer or member of the Board resign, they must do so in writing to the Board, and the Board , upon acceptance of the resignation, will notify the membership. The President shall appoint an interim replacement.

The question is: Should the president's appointment of the interim replacement stand until the next meeting of the Board (in case of a Board member) or until the Annual Meeting for nomination (in case of an officer)? My mind is boggled over this. Will appreciate a "clarification" of our intent!

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You are asking a bunch of people of which none of them (I would presume) are members of the organization and had no part in amending the bylaws to tell you what your intent was?? But yes, I agree that the passage you cited is quite confusing as to who should be filling the vacancies so I would recommend you all clarify your own intent (if the passage hasn't been adopted yet) or amend the bylaws to codify whatever your intent is (if the passage is already part of the bylaws).

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"...for the remaining portion of the term" is common. But you, your association, is free to pick any time span you please to fill the vacancy.

Another common method is to have the Board, collectively, select the replacement person, until ...[your choice, see above].

And, yes, as Chris just said (he types real fast) be sure your bylaws are indeed clear as to your choice.

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We are in the process of revising our By Laws...bringing them up to date with proper language and better understanding for our members. Under BOARD of DIRECTORS we have:

Should any officer or member of the Board resign, they must do so in writing to the Board, and the Board , upon acceptance of the resignation, will notify the membership. The President shall appoint an interim replacement.

The question is: Should the president's appointment of the interim replacement stand until the next meeting of the Board (in case of a Board member) or until the Annual Meeting for nomination (in case of an officer)? My mind is boggled over this. Will appreciate a "clarification" of our intent!

See RONR, 11th. ed., pgs. 588-591 for some Principles of Interpretation.

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