Open Board Position

[Deb Parm]

Our bylaws call for 8 board members.  The President is resigning and that position will be filled by the Vice President.  A current member of the board will be elected by the board to fill the VP position.  Must the open position (member at large) be filled?  Or can it remain open until the next election?

[Guest Zev]

This will depend on what the bylaws say about board vacancies. Consult that document and see what it says.

[Deb Parm]

The bylaws state:

Vacancies on the executive committee shall be filled by election by the Board from the remaining board members.

All other vacancies shall be filled by appointment made by the president, and ratified by the Board of Directors.
 

To me, that means the vacancy must be filled to bring the total to 8 board members.  We have a person on the board that doesn't see it that way and insists the position can remain open until elections.

[Joshua Katz]

It's ultimately a question of bylaw interpretation, which only your organization can do, but in general, "shall" indicates mandatory language (but not always). I would personally be inclined, knowing only what I know (i.e. lacking context) to say that the vacancy needs to be filled, but in the end, it's not up to me. 

It's also not up to the person who thinks it can stay open. The only person who can take action right now is the President (the former Vice President). If the President does not appoint someone, you could raise a point of order, and the board would then decide what it thinks the bylaw means.

[Gary Novosielski]

That language suggests to me that the vacancy should be filled as soon as is reasonably practicable.  There is nothing to suggest that it should be left vacant until the next election unless the vacancy occurred very close to the normal end of the term for that office.