filling vacant vice-presidency

[Guest tomandlynnosborne@yahoo.co]

The bylaws of our non-profit corporation provide that the officers will be elected at the first regular Board of Directors meeting following the annual meeting of the members.  The president resigned recently and the vice-president moved up to the presidency leaving the vice-presidency vacant.  There is no provision in our bylaws addressing how to fill vacant officer positions.  Is there a way to fill the vice-presidency before the next election of officers, which will take place at the first regular Board meeting after the next annual meeting, which is scheduled for June 2021?

[Atul Kapur]

"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." RONR (12th ed.) 47:57

In other words, the body that elected the person to the office has the power to fill the vacant position. For the vice-president office, it sounds like that is your board. If there is also a vacancy on the board, that would be whoever elects your board. 

"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." 47:59