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Guest Carrie

Elected Board members quit before term was up, can the remaining board if there is a quorum appoint new board members or must there be an election?

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Guest Carrie

If our president and member at large quit can the remaining board members just  Appoint anyone into the position if they have a quorum?

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The general rule is that the original appointing authority also has the power to fill vacancies. Therefore, unless there is a rule in the bylaws to the contrary, the body or person who elected or appointed the members who resigned is also the body or person who has the power to elect or appoint the successors.

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3 hours ago, Guest Carrie said:

If our president and member at large quit can the remaining board members just  Appoint anyone into the position if they have a quorum?

I take it that the membership elected these positions in the first place. If so, the board may only fill the vacancies if the bylaws authorize the board to fill vacancies or if the bylaws grant the board "full power and authority" to act for the society in between meetings of the society. Otherwise, the vacancies would be filled by the membership.

I would also note that in the particular case of the President, the Vice President automatically becomes President unless the bylaws specifically provide otherwise, and it would then be the vacancy in the office of Vice President that would be filled.

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Guest Carrie

The remaining board members had a private meeting with only hand selected individuals in order to appoint without any interference from other members that would have not voted their particular way. The VP is now the President and they wanted to appoint 2 people into the positions that have not done a particularly good job when they held their former positions. There were quite a few members that wanted to go to this meeting and were told no they were not invited. There is nothing in the by-laws to indicate that they can actually appoint someone. But in the past, we held special nomination meetings and voting at the regular meeting. 

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My sense of it is that the election was unauthorized, null and void.  This is the stuff of which disciplinary proceedings are made for.  The general membership cannot tolerate such brazen usurpation of authority.  It is time to bring the perpetrators to account.

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As Mr. Martin has said, the board only has the authority to fill vacancies if

  • the bylaws specifically give the board that authority, or
  • the bylaws give the board ""full power and authority" to act for the society in between meetings of the society.

Otherwise, the body that elected those positions is the one that fills vacancies. If it was the membership that elected those positions, then it needs to be the membership that fills the vacancies.

Every member is entitled to receive notice of and attend a meeting of the members. Actions taken at a meeting that was not properly held (because some members weren't notified or were barred from participating) could be the subject of a Point of Order at the next meeting.

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Guest TML

Question. What if all board members left their position before any election could take place?   

In seeking new nominations, only two roles of interest were expressed - Pres. and Sect.  The office original appointed members. Can the office appoint the two new board members since there are no board members left to vote them in.  There were also no other nominees.   The members do not usually vote on the board members.

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20 minutes ago, Guest TML said:

Question. What if all board members left their position before any election could take place?   

In seeking new nominations, only two roles of interest were expressed - Pres. and Sect.  The office original appointed members. Can the office appoint the two new board members since there are no board members left to vote them in.  There were also no other nominees.   The members do not usually vote on the board members.

This forum works best if you post your question as a new topic, even if an existing topic appears similar.

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