Leo Posted March 9, 2018 at 02:38 PM Report Share Posted March 9, 2018 at 02:38 PM As an example, two sections of the article on the board of directors state Section 1 The board shall consist of ten directors. Section 2 Any vacancy may be filled by a majority vote of the board. If there is a resignation leaving nine directors and creating a vacancy: 1 does the optional “may” in section 2, allow the vacancy to be filled or to stand at the pleasure of the board, or 2 does section 1, require the vacancy be filled as soon s possible? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 9, 2018 at 03:03 PM Report Share Posted March 9, 2018 at 03:03 PM (edited) It is ultimately up to your organization to interpret its own bylaws and to resolve the apparent conflict, but my personal interpretation is that the board is supposed to have 10 members and that the remaining members of the board should fill any vacancies as soon as possible to maintain that level of membership. Edited March 9, 2018 at 03:04 PM by Richard Brown Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted March 9, 2018 at 03:04 PM Report Share Posted March 9, 2018 at 03:04 PM "May" is generally understood to be permissive but not imperative. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 9, 2018 at 03:13 PM Report Share Posted March 9, 2018 at 03:13 PM (edited) The provision granting the board authority to fill it's on own vacancies might well be intended to give the board that authority along with the power of the general membership, which presumably elects the board, to do so. The language of that section does not appear to give the board the exclusive authority to fill vacancies. Edited March 9, 2018 at 06:25 PM by Richard Brown Typographical correction as indicated by strikeout Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 9, 2018 at 06:15 PM Report Share Posted March 9, 2018 at 06:15 PM 3 hours ago, Guest Who's Coming to Dinner said: "May" is generally understood to be permissive but not imperative. True, but "shall consist" is imperative, not permissive. I would¹ interpret this to mean that the vacancy must be filled, and that the board has permission to fill it. But if they fail to do so, it is still the responsibility of the membership to elect a replacement. __________ ¹ if I were a member, which I am not, so my opinion is for entertainment purposes only. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 9, 2018 at 06:29 PM Report Share Posted March 9, 2018 at 06:29 PM 10 minutes ago, Gary Novosielski said: True, but "shall consist" is imperative, not permissive. I would¹ interpret this to mean that the vacancy must be filled, and that the board has permission to fill it. But if they fail to do so, it is still the responsibility of the membership to elect a replacement. __________ ¹ if I were a member, which I am not, so my opinion is for entertainment purposes only. I concur. With all three statements/paragraphs. And I guess I'm one of those who finds this board truly entertaining at times! And equally frustrating at times! Quote Link to comment Share on other sites More sharing options...
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