Replacement of President and VP

[M long]

Hi,

Belong to small non profit club,   we had to remove both the President and VP as there lack of participation was causing big problems. By laws allowed for removal by membership majority vote.   Now the issue is we need to replace them.   By bylaws our elections are at end of year,   terms are 2 yrs.    We need to replace them quickly , as we need to be able to conduct business items asap.  Our bylaws only states VP to take over for Pres,  nothing else.      Clause that meetings are run under RRO.   Eboard has duties defined in bylaws but there is not a statement that the board had " full power and authority” to handle the affairs of the organization between membership meetings"  nothing about filling vacancies except in officer definitions for VP taking over for president.    I am wondering if possible to get eboard quorum,   can eboard appoint replacements under RRO?     is the authority to handle affairs implied here?    Filling vacancies is not addressed or reserved to membership.     When I brought this up it wasn't received too well.       I believe from my understanding that this is not that difficult.  Our election process will take few months.   I proposed the ExBoard   appoint the replacements now,  move for special election there isn't any contested offices for election so we should be able to get it done quicker, we would appoint the new Pres and VP who will run for election uncontested..    then after the new special election procedure we could ratify the previous appointments for an additional measure of protection.  Im assuming the main worries here is breech of bylaws.              

Any advice here would be greatly appreciated,   

We will modify by laws soon after. 

 

[Atul Kapur]

I'm curious why your membership didn't fill the vacancies at the same meeting where they removed the President and VP.

If I understand your situation (and I'm a bit confused by some of your terms such as eboard), I would recommend that you call a special meeting of the members for the purpose of a special election to fill the vacancies.

Edited March 16, 2019 at 10:53 AM by Atul Kapur

[Josh Martin]

5 hours ago, M long said:

Clause that meetings are run under RRO.   Eboard has duties defined in bylaws but there is not a statement that the board had " full power and authority” to handle the affairs of the organization between membership meetings"  nothing about filling vacancies except in officer definitions for VP taking over for president.    I am wondering if possible to get eboard quorum,   can eboard appoint replacements under RRO?     is the authority to handle affairs implied here? 

No, the Executive Board may not fill the vacancies. The Executive Board only has the authority to fill the vacancies if the bylaws authorize it to do so or if the bylaws have the “full power and authority” clause you mention. The membership may fill the vacancies.

“The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly.” (RONR, 11th ed., pg. 467)

Since you say the bylaws do not have the full power and authority clause, or any language concerning vacancies, the first sentence is controlling - the vacancies are filled by the same body which elected the positions in the first place, which appears to be the membership.  A special meeting should be called for this purpose.

3 hours ago, Atul Kapur said:

I'm curious why your membership didn't fill the vacancies at the same meeting where they removed the President and VP.

Filling vacancies in an officer position requires previous notice. While notice could have been provided in advance that the vacancies would be filled in the event that the motions to remove the President and VP were adopted, it is not clear that this was done.