Guest Dave Posted June 21, 2021 at 02:10 PM Report Share Posted June 21, 2021 at 02:10 PM Our resigning president nominated me and the board approved my seating as one of the directors. Unfortunately, the Board never appointed a vice president at the last Member’s meeting Just a president, treasurer and secretary. Further complicating matters, we have a six-person board! I believe the board is divided 3-3. Tonight the board is electing a president. I also want them to elect a vice president (they do not know this yet.) Will the treasurer be the prevailing officer at the commencement of the meeting? If not, it may be a 3-3 tie as we try to get beyond this. Any insights are appreciated. We have three officers the value, follow and understand corporate governance and we have three officers that are well-intentioned and frequently clueless. They are a carryover from the prior board that felt they could do whatever they want! Thank you for your consideration of this matter. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 21, 2021 at 02:58 PM Report Share Posted June 21, 2021 at 02:58 PM Do your bylaws have provision for a vice president? In other words, are you trying to fill a vacant position or create a new office? If the former, then you need to check your bylaws to see who has the authority to fill vacancies and you likely have to give notice (you can't just do whatever you want and spring it on the rest of the board). If you have no presiding officer, RONR states that he secretary calls the meeting to order and presides over the election of a chair pro tem. But have a good read of your bylaws first to confirm who does what and how. Quote Link to comment Share on other sites More sharing options...
Guest Dave Posted June 21, 2021 at 03:45 PM Report Share Posted June 21, 2021 at 03:45 PM The bylaws do indeed call for a vice president as one of the four officers. The board is currently full at six members with no president and vice president. So your information about the Secretary is helpful. Although there are no vacancies on the board, within the board there are two officer positions that are vacant. The bylaws require the presiding board to nominate and confirm by vote who those officers will be. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 21, 2021 at 05:05 PM Report Share Posted June 21, 2021 at 05:05 PM Again, it will be your bylaws that will tell you whether you can require the vice president position to be filled at tonight's meeting and other details of the procedure. If you are filling a vacancy rather than, for example, appointing a person to start a term as part of the duties of a board at its first meeting after an annual meeting, then you should be aware that RONR (12th ed.) 47:57-58 say Quote 47:57 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. In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly. For particular vacancies, see 47:22 (president-elect), and 47:28–30 and 56:32 (president and vice-presidents). See also 13:23 (vacancies in a committee). 47:58 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. Quote Link to comment Share on other sites More sharing options...
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