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board filling officer positions before filling vacant seats


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Hi, I am on a board that is defined in our bylaws as consisting of 9 members.

currently only 5 seats are filled.  The other 4 members have resigned over the past 2 or 3 months.

The bylaws do state, vacancies of the board caused by resignation SHALL be filled by a majority vote of the remaining members.  Also,our bylaws are silent as to when to elect new officers in situation where the officers resign. Our bylaws do stipulate that Officers shall be elected annually at the first meeting after the newly elected board is elected.   Our bylaws do say that any officer can be removed at any time by majority vote of the board. However, there is nothing in the bylaws that states the procedure to follow if the officers resign.

Here is what has currently happened.

there are only 5 remaining board members. 3 of the 4 resignations came from board members who held officer positions.

After numerous requests by a single board member for the board to properly fill the vacant seats on the board, the board agreed to do so at the last meeting.  Then at the meeting, the board declined to fill the vacant seats( despite 3 qualified owners having submitted their bios and attended the meeting for said purpose of filling the seats) additionally, 3 of the board members motioned and then elected by majority themselves to president , vp and secretary.   I objected. This is clearly an attempt to prevent dilution of these members power as it currently stands.

Is the board required to fill the vacant officer positions.  Can they do this before filling the vacant board seats.  Is there anything that would nullify what the board did.  logically, the empty seats should have been filled first.  This would allow the new board members to participate in selection of officers and also permit them to be considered for officer positions.

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4 minutes ago, paul545 said:

Our bylaws do stipulate that Officers shall be elected annually at the first meeting after the newly elected board is elected.   Our bylaws do say that any officer can be removed at any time by majority vote of the board. However, there is nothing in the bylaws that states the procedure to follow if the officers resign.

I take this to mean that the board elects the officers from its own number. Is that correct?

5 minutes ago, paul545 said:

After numerous requests by a single board member for the board to properly fill the vacant seats on the board, the board agreed to do so at the last meeting.  Then at the meeting, the board declined to fill the vacant seats( despite 3 qualified owners having submitted their bios and attended the meeting for said purpose of filling the seats) additionally, 3 of the board members motioned and then elected by majority themselves to president , vp and secretary. 

I cannot think of a rule preventing a board from not acting under these circumstances. As to the filling of the officer positions, it seems to me that notice was required, although it is too late to raise that objection.

6 minutes ago, paul545 said:

 I objected.

Then what happened? What did you say? Presumably, the chair ruled the point of order not well taken, so was there an appeal?

7 minutes ago, paul545 said:

Is the board required to fill the vacant officer positions.

I don't see how that's an issue, since they have filled the vacant officer positions.

7 minutes ago, paul545 said:

Can they do this before filling the vacant board seats. 

Yes, absent a rule saying otherwise.

7 minutes ago, paul545 said:

Is there anything that would nullify what the board did. 

I don't know what you mean by nullify here. One question I see is whether the organization can fill the empty board positions if the board does not. That will depend on exactly what the rule allowing the board to fill the vacancies says, and on how the board is elected in the first place. How is the board elected?

Beyond that, the organization could always follow whatever procedures it has for removing officers, or, if it has none, the procedures in RONR. Or it can elect a different board next time around, and perhaps modify the bylaws if the organization does not like the board using them to enhance its own power.

 

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Yes, in this case the board elected the officers from the remaining board members.  

The bylaws state that vacancies on the board SHALL be filled by the remaining board members.

We did have a parliamentarian present.  He said he could find nothing in our documents that said one must happen before the other. However, He said common sense would say that the empty board seats should be filled first , and then the officers elected. This would allow all of the board members to be involved in selecting the new officers.   The board who didn't want to hear this said, thanks for your advise, we aren't going to follow it.    By filling the officers seats first, they are attempting to make sure the current board members retain all the power that an officer position can entail.

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10 minutes ago, paul545 said:

The bylaws state that vacancies on the board SHALL be filled by the remaining board members.

 

Do they say anything else, and is that an exact quote?

 

11 minutes ago, paul545 said:

The board who didn't want to hear this said, thanks for your advise, we aren't going to follow it.  

Well, presumably the presiding officer said this, not "the board." But what happened with your point of order?

In any case, it is true that the presiding officer has no obligation to follow the parliamentarian's advice.

 

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19 hours ago, paul545 said:

Is the board required to fill the vacant officer positions.

Yes.

19 hours ago, paul545 said:

Can they do this before filling the vacant board seats

Yes. Both the vacant officer positions and the vacant board seats must be filled as soon as practical, but the board can fill them in whatever order it wishes.

19 hours ago, paul545 said:

Is there anything that would nullify what the board did.

Maybe, but not for the reasons you think. Was notice given (to the board members) of the elections for officer positions? If not, were all members of the board present?

19 hours ago, Joshua Katz said:

Is there anything that would nullify what the board did.

I think it would only be too late if all members of the board were present. Otherwise, failing to give notice would be a violation of a rule protecting absentees.

Edited by Josh Martin
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If there is no controlling rule on the matter, the order of filling offices at an election can be settled before the election by adopting an incidental main motion. RONR (12th ed.) 46:30.   This motion is debatable and amendable.  It is also possible for the motion to be made with the appropriate number of blanks, which can be filled in the normal way of filling blanks, ibid. 12:92-113.

If there is no controlling rule and the matter is not determined by motion, a customary order should be followed, if there is one, ibid. 2:25.

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Based on what little we know of this organization’s  bylaws and of the history of events, I see nothing that would invalidate what was done except if the officer vacancies were filled without previous notice to all board members and any members were absent. If all board members were present and no one objected, the lack of notice is waived.

 If previous notice of the intent to fill the officer vacancies was not given and if any board members were absent, then the election of officers to fill those vacancies is null and void if the rules in RONR are controlling. This is assuming that your rules do not provide otherwise regarding filling vacancies and the powers of the board.

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