Board term dates

[Guest Laura R]

A Board member whose term does not expire this year has resigned. In a month elections will be held for two expired terms. Can we appoint someone for the position that does not expire this year or should that position be part of the election?

[Guest Laura R]

Our bylaws state: 1.    If a vacancy occurs in the Board of Directors, the vacancy shall be filled for the unexpired term by the Board of Directors, at their discretion.

[Richard Brown]

You should follow your bylaw provisions regarding filling vacancies.  Since the bylaw provision you quoted seems to say (to me, at least) that vacancies on the board are filled by the board, I believe it would be inappropriate  to hold an election by the general membership.

 

However, the phrase "at their discretion" at the end of the sentence is a bit confusing and ambiguous and presents a problem.  It will be up to your organization to interpret whether that phrase means that the board may select anyone it wants to or that it has the option of not filling the vacancy.    If it is interpreted to mean that the board has the discretion to decide not to fill the vacancy, that leads to another question:  If the board decides not to fill the vacancy, may the general membership do so by an election or must the position remain vacant?

 

My own interpretation is that the board shall fill the vacancy and that it has the discretion to appoint anyone it wants to.  However, neither my opinion nor the opinion of anyone else here is what counts.  What counts is how your organization interprets it.  Each organization must interpret its own bylaws.  We cannot do that.