Vacancy on board of directors

[Guest Margaret]

Our Society is a not for profit charity.   Our AGM usally takes place at the end of June, but has been postponed this year until the end of September (our bylaws allow for this).

 

The two year term of four directors will expire at the end of June.  Our bylaws allow for directors to be appointed to fill  vacancies and that directors so appointed will only serve until the conclusion of the next AGM.

 

My question is - may we make the appointments in the middle of June or do we have to wait until the vacancies actually materialize?

[Gary Novosielski]

I see no reason why you could not name people in advance, with the appointment to be effective upon the expiration of the current officers' terms.

[Chris Harrison]

There is a good possibility that the vacancy filling provisions won't apply in this case.  How do your bylaws define the term of office for the Directors?  If it is 2 years and/or until their successors are elected (or similar language) they would continue in office until someone is elected.  On the other hand, if it is a fixed 2 year term without any qualifying language the offices for those 4 directors won't have anyone serving until the election is held.  See RONR pp. 573-574. 

 

If you have the situation where you are going to lose those 4 Directors at the end of June you may need to hold a Special Meeting (provided your bylaws allow for them) early in July for the purpose of electing those 4 Directors.  Or, you can hold the Annual Meeting in June, elect those 4 Directors, and then create an Adjourned Meeting set for September to complete the meeting.  See RONR pp. 242-247.

[Edgar Guest]

There may be no vacancies to fill if the bylaws say that directors serve for two years and/or "until their successors are elected".

[Gary Novosielski]

Our bylaws allow for directors to be appointed to fill  vacancies and that directors so appointed will only serve until the conclusion of the next AGM.

That may be, but what bothers Chris and Edgar about that is that when terms of office run out, "vacancies", as the term is properly understood, do not occur.

The term "vacancies" refers to seats that are vacated during the course of a term, by death, resignation, or removal. When terms run out, the vacancy-filling provisions of the bylaws are not invoked, but rather an election takes place.

And if terms run out, but have the "until the election of their successors" language in the bylaws, then there is no vacancy either.

So unless your bylaws have some special rule for appointing interim officers upon the occasion of a delay in the AGM date, you probably should not be reading from the vacancy-filling section.

[Josh Martin]

 

That may be, but what bothers Chris and Edgar about that is that when terms of office run out, "vacancies", as the term is properly understood, do not occur.

The term "vacancies" refers to seats that are vacated during the course of a term, by death, resignation, or removal. When terms run out, the vacancy-filling provisions of the bylaws are not invoked, but rather an election takes place.

And if terms run out, but have the "until the election of their successors" language in the bylaws, then there is no vacancy either.

So unless your bylaws have some special rule for appointing interim officers upon the occasion of a delay in the AGM date, you probably should not be reading from the vacancy-filling section.

 

A vacancy is when there is no one in the office, and vacancy filling procedures can be used even when there is also an incomplete election. In such a case, the appointment is only effective until the society can complete the election, but that seems to be what the bylaws provide anyway. See this thread for more information on this subject.

 

I concur, however, that there will not be a vacancy of any sort if the bylaws contain an "until the election of their successors" clause.