Boards Filling Vacancies - Notice?

[jstackpo]

It is not uncommon for bylaws to say that "The Board will fill all vacancies"  and if the bylaw writers are careful (and follow RONR) they will add "excepting a presidential vacancy" for clarity.

 

But... when the Board sets out to fill a vacancy, does this not imply a collective decision (AKA an election) with the Board members doing the deciding/voting?

 

Does that, in turn, imply that there must be notice, to the Board members, that a vacncy-filling election will be held at the next meeting?  Page 575.  The Board cannot just accept a resignation and then immediately fill the resulting vacancy, right?

[George Mervosh]

It is not uncommon for bylaws to say that "The Board will fill all vacancies"  and if the bylaw writers are careful (and follow RONR) they will add "excepting a presidential vacancy" for clarity.

 

But... when the Board sets out to fill a vacancy, does this not imply a collective decision (AKA an election) with the Board members doing the deciding/voting?

 

Does that, in turn, imply that there must be notice, to the Board members, that a vacncy-filling election will be held at the next meeting?  Page 575.  The Board cannot just accept a resignation and then immediately fill the resulting vacancy, right?

 

Notice is required, you are correct.  They could do both together if they give notice that at the next meeting they will vote to accept the resignation and immediately fill the vacancy.

[Hieu H. Huynh]

And see RONR 11th ed., p. 468, ll. 4-8.