Board Filling Vacancy

[g40]

I am a Board member (seven person board) elected by the membership (three year staggered terms). Board elections are done at the annual meeting of members. Board vacancies, as provided in the Bylaws, are filled by majority vote of the remaining members of the board. The Board member so chosen serves until the next election and, if any years remain on the board position, members elect the board member for the remainder of the unexpired term. Over the years, the board has filled vacancies by finding a qualified person and a board member moves that this person fill the vacancy. In my years, we have always had only one person being actually brought up and proposed at a meeting to fill the vacancy.

 

We currently do not have a vacancy, BUT certain events and circumstances in progress lead me to believe that in the upcoming month or two, we may have a vacancy and, if that happens, different board members may propose different candidates to fill any vacancy. Although there are similarities, this does not seem to be an actual "election", but rather an "appointment". Might the proper procedure be that a board member moves the "appointment" of "John Smith" and then vote yes or no? If a majority is yes, then John fills the vacancy; if there is no majority, then another can be moved by a board member .. and so on. is that how this should be done? Or is this a Bylaws interpretation issue left to us?

[Josh Martin]

We currently do not have a vacancy, BUT certain events and circumstances in progress lead me to believe that in the upcoming month or two, we may have a vacancy and, if that happens, different board members may propose different candidates to fill any vacancy. Although there are similarities, this does not seem to be an actual "election", but rather an "appointment". Might the proper procedure be that a board member moves the "appointment" of "John Smith" and then vote yes or no? If a majority is yes, then John fills the vacancy; if there is no majority, then another can be moved by a board member .. and so on. is that how this should be done? Or is this a Bylaws interpretation issue left to us?

 

If the bylaws don't require an election, it's up to the board to decide how to do it. The board certainly could handle it as an election (which might be the smoothest method if there are multiple candidates). As you suggest, however, the board could also handle it as an ordinary main motion. In addition to your description, I'd note that it would be in order to move to strike "John Smith" and insert the name of another candidate - or to strike "John Smith" and insert a blank, so it would effectively be handled as an election.

[Dan Honemann]

I wouldn't try to draw any sort of distinction between an "election" and an "appointment" in this connection. A viva-voce election (RONR, 11th ed., pp. 442-43) is just as much an election as is one that is decided by taking a ballot vote.