Officer Vacancy

[Guest stantexbanash@aol.com]

This pertains to a non-profit corporation. If an elected officer on the Board of Directors, resigns or dies, what procedure is provided for the replacement of that officer? There is nothing in our non-profit By-Laws that specify the procedure to follow. Is a special election held of the membership or can the Board of Directors name someone to fill the remainder of the term of office until the next election? There seems to be nothing in Robert's Rules (In Brief) that addresses this issue. Thanks! 

[Richard Brown]

Perhaps this section from pages 407-408 of the 11th edition of RONR will answer your question.  If not, just let us know.

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. For particular vacancies, see page 457, lines 22–30 [page 468] (president-elect), page 458, lines 7–18, and page 575, lines 6–17 (president and vice-presidents). See also page 177 (vacancies in a committee).
 

Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise.

Edited June 11, 2020 at 05:36 AM by Richard Brown
Specified in the first sentence that my quote is from the 11th edition of RONR