Replacing Board Member

[BSaksa]

At our last meeting the Board Secretary read her resignation letter and stated it would be in effect after this meeting. The board formally accepted her resignation.

Another Board member made a motion to fill the spot...

bylaws read: upon the death or resignation of a member of the board or in the event that no one qualifies for candidacy to fill an expiring term, the remaining trustees shall name a replacement trustee to complete the unexpired term of office.

The motion to replace was seconded and voted on two for and two against. The president instructed the secretary to vote because she was still a member until the meeting was over, she voted in favor so the motion passed.

Now the president who was opposed says the vote was illegal because the secretary had resigned?

Short of the president just botching this whole thing what are your take always and most importantly does the confirmation of the vacancy stand? 

[Joshua Katz]

Well, I was prepared to answer, then I saw this:

4 minutes ago, BSaksa said:

Short of the president just botching this whole thing what are your take always and most importantly does the confirmation of the vacancy stand? 

But I had thought they were voting on:

4 minutes ago, BSaksa said:

Another Board member made a motion to fill the spot...

 

What was the actual language of the motion?

That aside:

5 minutes ago, BSaksa said:

bylaws read: upon the death or resignation of a member of the board or in the event that no one qualifies for candidacy to fill an expiring term, the remaining trustees shall name a replacement trustee to complete the unexpired term of office.

 

I'm not sure how you fill a vacancy created by a lack of qualified people, but that's what they say. Do they say anything about a vacancy in an officer position, as opposed to a trustee?

 

6 minutes ago, BSaksa said:

The motion to replace was seconded and voted on two for and two against. The president instructed the secretary to vote because she was still a member until the meeting was over, she voted in favor so the motion passed.

 

No she was not. She resigned and the resignation was accepted. She had no business voting. The vote should have been 4-4, and therefore the motion should not have carried.

7 minutes ago, BSaksa said:

Now the president who was opposed says the vote was illegal because the secretary had resigned?

 

Well, yes. But that needs to come up at a meeting, not just a side comment. Someone, perhaps the president, should raise a point of order, because the illegal vote changed the outcome.

But maybe it's too late, or maybe not - because I don't understand the effect of this motion. If the motion were simply to acknowledge that, yes, there's a vacancy, then the whole business is out of order, so far as I can tell, precisely because failure to adopt the motion wouldn't mean anything. There would still be a vacancy. So you tell us - what action was this motion supposed to initiate? If the motion was to fill the vacancy at the next meeting, well, that's something the board already could do, so I'm still not sure what the effect of voting it down would be. Help me out.

[BSaksa]

Sorry I was trying to hit the highlights and made it worst I think. So long version.

The Board is made up of five trustees. From this they pick a president,treasurer, and secretary. 
 

The Secretary read her resignation letter and stated due to health she was resigning and it would be in affect at the end of the current meeting. The board made a motion to accept the resignation and all voted in favor.

Immediately afterwards a trustee made a motion to fill the vacancy she would be leaving with “A”. The motion was seconded and brought to a vote 2 for and 2 against. Since it was a tie the president stated that since the secretary resignation was not in effect until after the meeting that he wanted her to vote. She voted yes and he stated the motion carried.

After the meeting (several days later) the President who was against the nominee stated the vote was illegal due to the secretary voting even though he asked for the vote and stated it passed. 
 

So now there is minutes saying that secretary resigned and the vacancy would be filled with “A” following the meeting.

Can the President simply null and void the replacement and put someone else on the board?

hope this helps! 

[Joshua Katz]

1 minute ago, BSaksa said:

The Secretary read her resignation letter and stated due to health she was resigning and it would be in affect at the end of the current meeting. The board made a motion to accept the resignation and all voted in favor.

 

Well, if they passed a motion to accept her resignation as written, then sure, she could still vote.

1 minute ago, BSaksa said:

Immediately afterwards a trustee made a motion to fill the vacancy she would be leaving with “A”. The motion was seconded and brought to a vote 2 for and 2 against. Since it was a tie the president stated that since the secretary resignation was not in effect until after the meeting that he wanted her to vote. She voted yes and he stated the motion carried.

 

Ah, well, in that case, the motion was out of order to begin with. It is out of order to fill the vacancy at the meeting where it was created, unless previous notice is given. Someone could raise a point of order to that effect at the next meeting.

2 minutes ago, BSaksa said:

Since it was a tie the president stated that since the secretary resignation was not in effect until after the meeting that he wanted her to vote. She voted yes and he stated the motion carried.

I agree that it carried, in light of the new information. But it was out of order and created a continuing breach.

 

3 minutes ago, BSaksa said:

So now there is minutes saying that secretary resigned and the vacancy would be filled with “A” following the meeting.

 

Well, yes, the minutes should say what happened. Although, presumably, they have not been accepted yet and so are technically not "minutes" quite yet.

3 minutes ago, BSaksa said:

Can the President simply null and void the replacement and put someone else on the board?

 

No. To begin with, your bylaws allow the board to fill vacancies, not the president, so whatever else comes out of this, the president cannot simply appoint someone. 

But, also, the president cannot simply declare anything outside of a meeting. The president can raise a point of order sua sponte at the next meeting, and then rule on it, subject as always to an appeal to the body. But no action can be taken outside of a meeting.