Vacant Seats

[Colin Fischer]

Our Bylaws state that:

Quote

 Whenever a vacancy occurs in the Board of Directors, other than from the expiration of a term of office, the remaining Directors shall appoint a member to fill the vacancy until the next annual meeting of the members.

If the annual meeting occurs and there is a lack of candidates to fill the vacant spots ( lets say there are 3 directors off boarding and only 2 willing candidates), it seems that post annual meeting the remaining vacant seat exists due to lack of available candidates rather than expiration of term of office. In this interpretation, at any point after the annual member meeting in which the board is one seat short, the board may appoint a member to fill the vacant seat, as prescribed in the bylaws.

Is my interpretation correct?

I do not anticipate this occurring but I am entertaining what would happen if there were a shortage of candidates for board seats. 

Thank you for your thoughts

 

 

[George Mervosh]

1 hour ago, Colin Fischer said:

Our Bylaws state that:

If the annual meeting occurs and there is a lack of candidates to fill the vacant spots ( lets say there are 3 directors off boarding and only 2 willing candidates), it seems that post annual meeting the remaining vacant seat exists due to lack of available candidates rather than expiration of term of office. In this interpretation, at any point after the annual member meeting in which the board is one seat short, the board may appoint a member to fill the vacant seat, as prescribed in the bylaws.

Is my interpretation correct?

I do not anticipate this occurring but I am entertaining what would happen if there were a shortage of candidates for board seats. 

Thank you for your thoughts

 

 

How can it not be both?

[Colin Fischer]

Hello Mr. Mervosh,

Good question. In the way I have perceived it, if an annual membership meeting is held and a seat remains vacant post-election, the primary cause of that vacant seat becomes the lack of candidates or willing nominees. This would make the prior cause of the seats vacancy irrelevant, as the seat has been open for an election cycle, thus rendering it's vacancy unattached to the former board member which filled the seat.

Perhaps my interpretation is off. Although this is a Bylaws concern I do wonder if RONR may have language that might help to address this.

[George Mervosh]

At this point, I think the society has an obligation to continue to try and complete the election.  When is the next membership meeting?

Never mind.  I see this is a what if question.  If the election is not complete the membership should either complete it at its next meeting or set up an adjourned meeting to complete it.

Edited February 6, 2019 at 08:22 PM by George Mervosh

[Colin Fischer]

It would be six months down the road.

The official membership meeting is in Oct, where terms end and elections are held, then there's a meeting in April which is generally filled with reports. 

Edited February 6, 2019 at 08:25 PM by Colin Fischer

[George Mervosh]

5 minutes ago, Colin Fischer said:

It would be six months down the road.

The official membership meeting in Oct, where terms end and elections are held, then there's a meeting in April which is generally filled with reports. 

That's fine.  "If an assembly wishes to adjourn when an election is incomplete, an adjourned meeting (9) should be provided for. If such an adjourned meeting is not provided for and the organization will hold another regular business session before a quarterly time interval has elapsed (see pp. 89–90), the election is completed at the next regular meeting. "  RONR (11th ed.), p. 444

Prior to adjourning the official membership meeting, by majority vote the membership can set the date and time for new meeting in the near future to complete it.  

See also, §22. FIX THE TIME TO WHICH TO ADJOURN  RONR (11th ed.), p. 242ff

Edited February 6, 2019 at 08:30 PM by George Mervosh

[Colin Fischer]

Okay. So if there's a lack of candidates we may complete the election at the next general meeting and in the interim the board operates with a vacant seat.

To clarify, the Bylaws provision below pertains strictly to situations in which a vacancy occurs mid-term when, for whatever cause, a previously elected director is no longer on the board? 

1 hour ago, Colin Fischer said:

 Whenever a vacancy occurs in the Board of Directors, other than from the expiration of a term of office, the remaining Directors shall appoint a member to fill the vacancy until the next annual meeting of the members.

Thank you for taking the time to explain how this would be handled. As I said, we have not experienced this situation yet I would just like to be prepared for if it does occur.

[George Mervosh]

1 minute ago, Colin Fischer said:

Okay. So if there's a lack of candidates we may complete the election at the next general meeting and in the interim the board operates with a vacant seat.

No that's wrong.  You said your next general meeting is in April.  As the cited passage indicates if your next meeting is not within a quarterly time interval (and yours isn't) you need to set up an adjourned meeting in the near future to try and complete the election.  If the membership is unwilling to do that then they will need to decide how to interpret that bylaw.

[Colin Fischer]

Alright, thanks for walking me through it. I opened up my RONR to p. 444 and am studying. 

[George Mervosh]

Since you're not voting until October you have time.  Don't forget Section 22 to walk you through establishing the adjourned meeting.

[Josh Martin]

16 hours ago, Colin Fischer said:

To clarify, the Bylaws provision below pertains strictly to situations in which a vacancy occurs mid-term when, for whatever cause, a previously elected director is no longer on the board? 

No, I don’t think so. I think the board can fill a vacancy which arises as the result of an incomplete election, however, this appointment is only effective until the membership can complete the election. See this thread for a further discussion of this topic.

Edited February 7, 2019 at 01:16 PM by Josh Martin

[Gary Novosielski]

6 hours ago, Colin Fischer said:

Our Bylaws state that:

If the annual meeting occurs and there is a lack of candidates to fill the vacant spots ( lets say there are 3 directors off boarding and only 2 willing candidates), it seems that post annual meeting the remaining vacant seat exists due to lack of available candidates rather than expiration of term of office. In this interpretation, at any point after the annual member meeting in which the board is one seat short, the board may appoint a member to fill the vacant seat, as prescribed in the bylaws.

Is my interpretation correct?

I do not anticipate this occurring but I am entertaining what would happen if there were a shortage of candidates for board seats. 

Thank you for your thoughts

3

I'm trying to figure out why you would have nobody willing to accept a nomination for a seat, yet be able to find someone willing to accept an appointment to the same seat.  

Figure out whom you would appoint if there were a vacancy, and nominate that person at election time.  Then you won't have to fiddle around with incomplete elections and adjourned meetings.

[Colin Fischer]

Hi Gary,

I'm not personally anticipating this situation as something that will occur, just trying to conceive how it would play out if it did.  A fellow board member brought up the scenario and wants to know how it would be handled.

Sound advice on avoiding the scenario nonetheless, thank you.

 

Edited February 7, 2019 at 02:02 AM by Colin Fischer

[Richard Brown]

18 hours ago, Josh Martin said:

No, I don’t think so. I think the board can fill a vacancy which arises as the result of an incomplete election, however, this appointment is only effective until the membership can complete the election. See this thread for a further discussion of this topic.

I agree with this statement by Mr. Martin.  The exact wording of the bylaws could affect whether the term of the outgoing director has actually expired, but I don't think it makes any difference.  I think the board can fill the vacancy with someone  who will serve until the membership completes the election.