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Board Vacancy - even after an election!


DavidD

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Hello!

My church recently had an election to fill three board seats. Only two candidates ran, and were voted in (dont get me started on why we had an actual election in the first place!).  So we go into the new board year with one vacancy still. Regarding vacancies, our bylaws speak to vacancies only in terms of defining what a vacancy is, " A vacancy on the Board of Directors shall be deemed to exist after the death, resignation, or removal of any Director." This definition does not speak to a vacancy for lack of a candidate.

Our bylaws go on to state that "Vacancies on the Board of Directors of less than full term may be filled by a simple majority vote of the remaining Directors. Directors so selected shall hold office until the expiration of the term of the replaced member." It goes on to outline that the board may declare seats vacant for a variety of reasons (noted above).

Regarding elections, our bylaws only note that a Director is elected at a regularly scheduled June election, and seated at the July Meeting of the board.

My question: If the bylaws are silent on vacancies of a full term, do we hold another election (immediately after just holding one)? Does the board appoint some? Do we hold a special election? Our board is currently split 3-3 with the chairperson voting.

 

Thanks!

 

David

 

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56 minutes ago, DavidD said:

Hello!

My church recently had an election to fill three board seats. Only two candidates ran, and were voted in (dont get me started on why we had an actual election in the first place!).  So we go into the new board year with one vacancy still. Regarding vacancies, our bylaws speak to vacancies only in terms of defining what a vacancy is, " A vacancy on the Board of Directors shall be deemed to exist after the death, resignation, or removal of any Director." This definition does not speak to a vacancy for lack of a candidate.

Our bylaws go on to state that "Vacancies on the Board of Directors of less than full term may be filled by a simple majority vote of the remaining Directors. Directors so selected shall hold office until the expiration of the term of the replaced member." It goes on to outline that the board may declare seats vacant for a variety of reasons (noted above).

Regarding elections, our bylaws only note that a Director is elected at a regularly scheduled June election, and seated at the July Meeting of the board.

My question: If the bylaws are silent on vacancies of a full term, do we hold another election (immediately after just holding one)? Does the board appoint some? Do we hold a special election? Our board is currently split 3-3 with the chairperson voting.

 

You don't need to hold a special election, you need to complete the regular election that isn't yet complete.   Did nobody write in any names for the third seat?   In any case you need to hold a second ballot to fill the remaining unelected seat.  Until you do that you're jumping the gun on vacancies.  If nobody "runs" hand out blank ballots, take nominations from the floor, or have people write in names.  A majority is required for election, so you might need a third, fourth, or subsequent ballot before someone is elected and does not immediately decline.

In the meanwhile, being split 3-3 is no big deal.  If there is a tie vote, which is less than a majority, the motion simply fails like any other failed motion.  No special handling is called for.  Tie votes can happen even when there is an odd number of members, since members may abstain at any time.

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2 hours ago, DavidD said:

If the bylaws are silent on vacancies of a full term, do we hold another election (immediately after just holding one)? Does the board appoint some? Do we hold a special election?

You don't hold another election, you finish the first one. At the next regular meeting, another round of voting would be held for the remaining position. This should have been done at the time. Write-in votes and nominations from the floor are in order.

In the ordinary case, if the board is authorized to fill vacancies, the board could appoint someone to fill the vacancy, but anyone appointed in this manner would only serve until the election can be completed. As a result, there is generally not much point in doing this unless it will take a long time to complete the election.

Since your bylaws (unwisely) specifically provide that a vacancy "shall be deemed to exist after the death, resignation, or removal of any Director," then this may suggest that these reasons are exhaustive, and therefore the board cannot fill a vacancy which arises due to a different reason.

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Thank you all for your replies. The issue is that at our church, the candidates have to meet certain qualifications before they are balloted upon. Therefore, write ins are problematic in that someone could be nominated that does not meet the qualifications of office.

One option we are looking at is the ability of the board to appoint someone for "less than a full term". As we have staggered terms (3 vacancies in year one, three in year 2, and then non in year 3 (pastor is permanent member), we could hold another election next june and appoint someone in the interim.

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34 minutes ago, DavidD said:

Thank you all for your replies. The issue is that at our church, the candidates have to meet certain qualifications before they are balloted upon. Therefore, write ins are problematic in that someone could be nominated that does not meet the qualifications of office.

Problematic or not, if your bylaws do not specifically prohibit write-ins, you must allow them. Votes for someone who does not meet the qualifications for office would be counted as "illegal votes" but would count toward total votes cast. If no no eligible person receives a majority, you have an incomplete election and conduct one or more additional rounds of voting until an eligible does receive a majority (and does not decline).

 

41 minutes ago, DavidD said:

One option we are looking at is the ability of the board to appoint someone for "less than a full term". As we have staggered terms (3 vacancies in year one, three in year 2, and then non in year 3 (pastor is permanent member), we could hold another election next june and appoint someone in the interim.

 I agree with Mr. Martin that the wording of your bylaws defining when a vacancy exists strongly suggest (to me at least) that you can't do that. But it's not the end of the world. While not ideal, the board can still function with a vacancy until you can hold a proper election.
 

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4 hours ago, DavidD said:

The issue is that at our church, the candidates have to meet certain qualifications before they are balloted upon. Therefore, write ins are problematic in that someone could be nominated that does not meet the qualifications of office.

As a technical matter, I would note that a write-in vote is, by definition, someone who has not been nominated. :)

I suspect what you mean to say is that someone could be elected that does not meet the qualifications of office, and this is not correct. If votes are cast for ineligible persons, these are counted as "illegal votes" by the tellers. Such votes are included in the total for purposes of obtaining a majority, but a person who is not eligible (obviously) cannot win the election.

In any event, even to the extent that write-in votes are "problematic" for the assembly, they remain in order unless the bylaws provide otherwise.

4 hours ago, DavidD said:

One option we are looking at is the ability of the board to appoint someone for "less than a full term". As we have staggered terms (3 vacancies in year one, three in year 2, and then non in year 3 (pastor is permanent member), we could hold another election next june and appoint someone in the interim.

It seems that under your bylaws, the board doesn't have the authority to appoint anyone in the current circumstances.

In the ordinary case, a person appointed under these circumstances would serve until the election is completed by the membership, which should be done as soon as possible.

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