3 year Trustee stepping down after 2 years & electing another to a 1 year term

[Greggg]

First the bylaw in question:

8.7          Nominations for the board of Trustees shall be subjected to the foregoing regulations.  One Trustee per year shall be nominated and elected each year to a three year term.

                Note:  The foregoing regulations refer to the process to set up the Nominating Committee etc.

Our yacht club has an Executive of about 15 and 3 Trustees, all former Commodores (presidents).  The Trustees attend all meetings and participate in the discussion but can not vote or make motions. I am just finishing my second year as Trustee and am returning to the Executive as a Director.  Part of our role as Trustee is to provide oversight to the Executive - ie: we can call a Special General Meeting if they are misbehaving  (This has never happened). It has been decided that I should step down as Trustee as I would be on both sides of any dispute.  A Past Commodore has agreed to finish my last year of my 3 year term.

How do we handle this at our upcoming AGM.  Since I was elected to a 3 year term my name won't be in the Nominating Report as Trustee but will be there as a Director as every other position in the club is a 1 year term. Can we just explain the circumstances and see if the members approve of me stepping down after 2 years and electing a Trustee to only a 1 year term?

I doubt this will be contentious, but we want to do it correctly.

Thank you very much,

Gregg 

 

[jstackpo]

Since, from what you say, there is no mechanism for filling vacancies in your board of Trustees spelled out in your bylaws, an election (by the body that elects the Trustees in the first place) of someone to fill "your" vacancy for the remainder of the term is entirely proper.  RONR, p. 575.

The vacancy will not occur until your resignation as a Trustee is accepted by the general membership at the AGM  --  somebody should make a motion to accept it, before the elections take place.  Just ask the Nominating Committee to produce at least two sets of candidates for the Trustee positions, one for the one year left of your term, the other the regular three-year term. Your agreeable "Past Commodore" would be a candidate, but he still has to be elected by the membership.

Run two elections for those Trustee positions, one for the normal three-year term, the other to fill the one-year vacancy.  That way there will be no question as to who is to take the three, and who to take the one-year term.  The Director elections should be done also, of course, but independently of the Trustee elections.

[Guest Who's Coming to Dinner]

7 hours ago, Greggg said:

Can we just explain the circumstances and see if the members approve of me stepping down after 2 years and electing a Trustee to only a 1 year term?

Do your bylaws provide for filling a Trustee vacancy? Or a board vacancy that would apply to both Directors and Trustees? It is not clear to me from your post that they do not.

[Greggg]

Thank you for your replies.

No, there is no provision for filling a Trustee vacancy other than the one vacancy that occurs naturally every year.  Our bylaws include such information about filling vacancies in the Executive:

9.1.3 - The Commodore, with the consent of the Executive Directors shall have the power to appoint a member to the Executive when a vacancy occurs.

The Executive is clearly defined elsewhere and does not include the Trustees

[Guest Who's Coming to Dinner]

Then you should follow Dr. Stackpole's advice, to which I would add that previous notice of the election is required. RONR (11th ed.), p. 468, ll. 4–8)