Resignation of our Vice President from the Board

[Guest FrazzledWaffles]

I am currently the President of a 5-member Board of Directors for a senior housing cooperative in Minnesota. The other officers are a Vice-President, a Secretary, and a Treasurer. The term of office for all officers is one year. There are seven months left in that period.

Yesterday, for personal and/or health reasons, our Vice President has submitted her letter of immediate resignation from the Board and therefore also from her office as our Vice President. Five months ago, the five officers were elected in the order of President, Vice President, Secretary, Treasurer. When the Vice Presidency becomes vacant, does RONR require or recommend a re-election of 1) all four officers, 2) the Vice President and the two officers elected after the Vice-President (i.e. the Secretary, and the Treasurer),  3) only the Vice President, or 4) something else? If the answer is #3, can one of the current other officers be elected to the Vice Presidency, thus vacating their current office office?

The By-Laws state:

• "The principal officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer, all of whom shall be elected by and from the Board of Directors."
• "The principal officers of the Corporation shall be elected annually by the Board of Directors at the Organizational Meeting of the Board and shall hold office at the pleasure of the Board."

 

[Rob Elsman]

Presumably, an election should be held (previous notice is required) to fill just the vacancy of vice-president. Other officers may stand for election. Should it so happen that another officer wins the election for vice-president, an election should immediately be held for the vacant office.

[Richard Brown]

This will depend more on what your bylaws say then on RONR. However, it appears to me that you have a board vacancy and also a vacancy in the office of vice president.

What do your bylaws say about filling vacancies on the Board of Directors?
 

[Guest FrazzledWaffles]

36 minutes ago, Richard Brown said:

This will depend more on what your bylaws say then on RONR. However, it appears to me that you have a board vacancy and also a vacancy in the office of vice president.

What do your bylaws say about filling vacancies on the Board of Directors?
 

Good question - but one that I had already answered for myself and therefore didn't think to mention in my original post.

The By-Laws state

• "Vacancies in the Board of Directors positions caused by any reason other than the removal of a Director by a vote of the Membership shall be filled by a vote of the majority of the remaining Directors even though they constitute less than a quorum; and each person so elected shall be a Director until a successor is elected by the members at the next Annual Meeting to serve out the unexpired portion of the term."

It is my intention to elect someone to fill the vacancy on the Board as described above and then handle the vacancy in the office of Vice-President.

Thanks for the good question.

[Richard Brown]

1 hour ago, Guest FrazzledWaffles said:

It is my intention to elect someone to fill the vacancy on the Board as described above and then handle the vacancy in the office of Vice-President.

I agree. That sounds like a plan. The person the board wants to fill the board vacancy may or may not be the person the board wants to elect as Vice President, but I agree with filling the board vacancy first.