Vacancies on the Board of Directors

[Alfred]

Hello,

Our Board is in debate of our By-Laws, when a Director is voted in to replace a Director's position that is leaving the Board whether or not they finish the term of said Director. There is earlier language that institutes Staggering terms so not all Directors are up for election at the same time. I believe this language further  corroborates the Director serves the remainder of the term of the Director's position they are replacing.

Appreciate any input or questions.

Thank you

Alfred

 

ARTICLE II
Section 4. Vacancies
Vacancies in the Board of Directors caused by any reason other than removal of a director by the Association shall be filled by vote of a majority of the remaining directors, even though they may constitute less than a quorum, and each person so elected shall be a director until his successor is elected at the next annual meeting of the Association. Notwithstanding any provisions herein to the contrary, any director elected to fill any vacancy on the Board of Directors shall serve for the remainder of the term of the director whose vacancy he is elected to fill. Death, incapacity or resignation of any director, or his ceasing to be the sole owner or Co-owner of an apartment, shall caused his office to become vacant. Three unexcused absences from regular or special, properly noticed, Board meetings between annual meetings shall cause a director's office to become vacant if a majority of the remaining directors so vote.
 

[Josh Martin]

33 minutes ago, Alfred said:

Our Board is in debate of our By-Laws, when a Director is voted in to replace a Director's position that is leaving the Board whether or not they finish the term of said Director. There is earlier language that institutes Staggering terms so not all Directors are up for election at the same time. I believe this language further  corroborates the Director serves the remainder of the term of the Director's position they are replacing.

I don't see how there is any debate on this. The bylaws explicitly state that "any director elected to fill any vacancy on the Board of Directors shall serve for the remainder of the term of the director whose vacancy he is elected to fill."

Edited March 8, 2021 at 04:13 AM by Josh Martin

[Richard Brown]

I agree with Mr. Martin. It seems clear to me that a person who is elected to fill a vacant director position serves the remainder of the term of the Director who vacated the seat. 

[Alfred]

Thank you both for supporting my sanity..

We are in email debate and now the old president just sent an email and declares we have been making the new Directors run for election at the next Annual Meeting for 16 years. I feel that does not make it right or set a precedence and should be corrected not continued.

[Guest Puzzling]

The bylaw provision

4 hours ago, Alfred said:

 filled by vote of a majority of the remaining directors, even though they may constitute less than a quorum, and each person so elected shall be a director until his successor is elected at the next annual meeting of the Association

Is rendered absurd by

 

4 hours ago, Alfred said:

Notwithstanding any provisions herein to the contrary, any director elected to fill any vacancy on the Board of Directors shall serve for the remainder of the term of the director whose vacancy he is elected to fill

 

But this provision is not susceptible to two meanings so RONR 56:68 2) can not be used against it.

but it would be best to change  the bylaws so that the absurdity disappears . 

I would suggest to remove the "Notwithstanding any provisions herein to the contrary" bit and amend it so that it is clear that the membership elects the director for the remainder of the term but that is personal and not what the bylaws dictate.

[Alfred]

My interpretation is in the use of Successor which is at the end of the replaced Director's term to keep the integrity of the initial Staggering that was placed into effect at inception in an earlier Section of the By-Laws.

[Guest Puzzling]

34 minutes ago, Alfred said:

My interpretation is in the use of Successor which is at the end of the replaced Director's term to keep the integrity of the initial Staggering that was placed into effect at inception in an earlier Section of the By-Laws.

At first I hoped the bylaws provision would mean: 

If director A resigns 

Then the remaining directors can elect  B to fill his place till the next annual meeting.

At the annual meeting the membership can elect C to fill the remaining term of director A.

But that sadly is not what the bylaws dictate.

RONR 56:68 2) could give some leeway if there was more than one reasonable interpretation of the provision but "Notwithstanding any provisions herein to the contrary" has only one interpretation.

Amending the bylaws so that they dictate what the organization wants them to dictate is the best solution.

 

 

[Alfred]

It would be more advantageous to clean the By-Laws to clear any discrepancies but our Treasurer just site that it will cost to much money. They also interpret it differently and have applied it Annually for re-electing the replaced Directors and chaged the Staggering of election terms that was originally outlined in our By-Laws.

The Document in whole helps to clear up the double talk of that Sections intent.

At least for the majority of the Board and we have challenged this last year and it fell through the cracks and it happened again this year but we are trying to resolve the issue.

[Guest Puzzling]

12 minutes ago, Alfred said:

It would be more advantageous to clean the By-Laws to clear any discrepancies but our Treasurer just site that it will cost to much money.

Yeah you will need to buy an extra copy of RONR, study the section on bylaws for a couple of hours, hold some members and committee meetings and so on.

But I do think it is worthwhile and costs not even half what your treasurer estimates.

(So do challenge your treasurer on that point, suggest a complete revision of the bylaws to get the most for the least costs.)

[Alfred]

Thanks, I'm the new guy with past experience challenging how business has been being conducted. Welcomed by most and a trouble maker now to the old regime.

I could start a new topic on how they are handling committees. I had to point out that our By-Laws specifically state to follow ROBERTS RULES. Fun times. But I am actually enjoying the challenge to help bring the Association in to compliance.

Thank you and everyone for input it is greatly appreciated.

 

[Richard Brown]

6 hours ago, Guest Puzzling said:

The bylaw provision . . . .

Is rendered absurd by . . . .

 

No, neither bylaw provision is absurd and neither provision renders the other absurd. There is no need to change anything.   The provisions that provide for the Board of Directors to first fill a vacancy temporarily until the next annual meeting and then for an election to fill the vacancy for the remainder of the term at the annual meeting is actually rather common for filling vacancies of directors who serve terms of several years whether staggered or not. It is more common, though, where the terms are staggered because those terms are usually longer. 

For what it’s worth, it’s also the way that many vacancies are filled in public office.  If a city Council member resigns, for example, the law frequently provides for the mayor or the council to appoint someone temporarily to serve as an interim councilmember until there can be a special election at which time someone is elected to fill the remainder of the original term. This is exactly the same thing.  There is no need to change anything. 

5 hours ago, Guest Puzzling said:

At first I hoped the bylaws provision would mean: 

If director A resigns 

Then the remaining directors can elect  B to fill his place till the next annual meeting.

At the annual meeting the membership can elect C to fill the remaining term of director A.

But that sadly is not what the bylaws dictate.

Your statement above is incorrect. THAT IS EXACTLY WHAT THE BYLAWS DICTATE. 
 

 

[Josh Martin]

6 hours ago, Guest Puzzling said:

At first I hoped the bylaws provision would mean: 

If director A resigns 

Then the remaining directors can elect  B to fill his place till the next annual meeting.

At the annual meeting the membership can elect C to fill the remaining term of director A.

But that sadly is not what the bylaws dictate.

RONR 56:68 2) could give some leeway if there was more than one reasonable interpretation of the provision but "Notwithstanding any provisions herein to the contrary" has only one interpretation.

Amending the bylaws so that they dictate what the organization wants them to dictate is the best solution.

This is what the bylaws already provide. Both provisions can be read in harmony with each other by reading the phrase "any director elected to fill any vacancy on the Board of Directors shall serve for the remainder of the term of the director whose vacancy he is elected to fill" as referring to persons elected by the membership. (It could also be interpreted to refer to persons elected by the board in situations where the board member's term will end at the next annual meeting anyway.)

What the debate appears to be about is not how vacancies are filled, but whether a person who is elected by the membership to fill a vacancy serves the remainder of the term (which is obviously correct) or if they serve for an entire two-year term even though there is only one year left (which is obviously incorrect).

As the OP states, the "Notwithstanding any provisions herein to the contrary" language was apparently added on the mistaken belief that without this language, people would somehow be elected to serve a two-year term even although there is only one year left in the term.

It certainly wouldn't hurt to clarify the bylaws further.

Edited March 8, 2021 at 04:19 PM by Josh Martin