What to do if we have an incomplete slate

[Guest EMH]

Our club president recently resigned. We are holding a special election on 10/8 to be in compliance with our bylaws. One of the candidates for president had been selected by our nominating committee to be on the slate as VP. Our annual meeting in which we elect the board positions that are open this year will be held on 10/29. If the VP wins the special election for president we will now have an incomplete slate. We want to be prepared to deal with this possible situation if it arises but are not sure how to. Do we reconvene the nominating committee?  Not sure there would be enough time to do that process between the election of the president and the annual meeting (10/8-10/29) or do we do nominations from the floor at the annual meeting. Below are sections of our bylaws for reference that may be helpful. 
 

SECTION 4: ELECTIONS
A. NOMINATING COMMITTEE
At a meeting of the Board of Directors in June, the Board by majority vote, shall appoint a nominating committee consisting of five (5) Shareholders in good standing. The makeup of the nominating committee shall be one (1) member of the Board of Directors and four Shareholders who do not hold an office in the Club and who are not chairpersons of a Club committee. The nominating committee shall prepare a list of nominees for the general offices and Director positions and submit same to the Board of Directors no later than the regular August Board meeting. The list of nominees will be submitted and given to the Shareholders with the notice relating to the annual meeting, together with the names of the Directors who are serving non-expiring terms or commencing such terms ex officio. (Rev. 10/13)
B. NOMINATIONS BY PETITION
Notwithstanding the recommendations made by the nominating committee, any Shareholder in good standing may have their name added to the ballot for any available position on the Board of Directors. The interested shareholder must submit a petition to the Secretary, signed by at least ten (10) other Shareholders (electronic signatures are acceptable), requesting that their name be added to the ballot for such available position. In order to be timely and to allow adequate time to prepare the final ballot, any such petition must be filed with the Secretary at least fifteen (15) calendar days prior to the Annual Meeting. (Rev. 10/13, 11/21)
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C. NOMINATIONS FROM THE FLOOR
A Shareholder may be nominated for any available position on the Board of Directors by a motion made and seconded from the floor. The ballot shall contain a blank line for each position open for election. Shareholders may vote for anyone nominated from the floor by writing the candidate’s name on the blank line of the ballot. (Rev. 10/13)
D. ELECTION PROCESS
Elections shall be by majority vote of the eligible shareholders present as well as the valid proxies submitted to the secretary. The Secretary shall collect and hold all such proxies and ballots, and will count them in the presence of a board member and shareholder who is not a board member. Neither the shareholder nor the board member shall be a candidate for any position being voted upon. They will review the ballots and confirm the secretary's count. Candidates as well as other shareholders may also be present to await the results if they so choose, but may not handle any ballots, participate in the count or interfere with the counting process. (Rev. 10/13)
ARTICLE IV BOARD OF DIRECTORS
SECTION 1: NUMBER, QUALIFICATIONS, TERMS OF OFFICE AND QUORUM:
A. The nine (9) member Board of Directors shall consist of four (4) Officers:President, Vice-President, Secretary, Treasurer and four Directors, (two of which will be elected in even numbered years, and two be elected in odd numbered years) and the Immediate Past President. The Board shall preside over the property, business and affairs of the Club. The termination of the membership of any Director shall automatically disqualify him or her from continuing to act as a director and shall constitute his or her removal from office. The Immediate Past President shall be entitled to vote on all matters coming before the Board of Directors. (Rev. 10/09)
B. The President, Vice-President, Secretary and Treasurer shall be elected for a two (2) year term. Members may be reelected for a second two (2) year term to the same office or to another Board seat for a total of four (4) years on the Board. No member shall serve in any capacity on the Board for more than four (4) consecutive years, except for a President fulfilling the position of a past President. After being off the Board for a two (2) year period, a member shall be eligible for reelection to the Board. (Rev 11/21)
C. No person shall hold more than one office at the same time. (Rev. 10/09)
D. An officer or director may be removed from office at a meeting of the Board of Directors, by the two-thirds vote of the Directors then in office, but only after the Board member in question has had the opportunity to defend against the allegations being made against him or her. (Rev 10/09)
E. The majority of the directors, in person, by conference call or video conference, shall 13
  
constitute a quorum for the transaction of business, and the action of the Board of Directors present at any meeting at which a quorum is present shall be considered legal action of the Board of Directors. If at any meeting of the Board of Directors there shall be less than a quorum present, they may adjourn and reschedule until a quorum is present. (Rev. 10/09, 10/13)
F. There shall be seven (7) calendar day written notice to all members of the Board of Directors prior to any Board meetings. A majority of the members of the Board may waive the written notice requirement. (Rev. 10/09) The President shall call a special meeting when requested in writing by at least two members of the Board. (Rev. 10/13)
G. The term of office for officers and Directors shall begin immediately after the completion of the annual meeting at which they were elected.
SECTION 2: VACANCIES
 A.
B.
Whenever any vacancies shall have occurred on the Board of Directors by reason of death, resignation, removal from office for just cause or otherwise, it shall be communicated to the shareholders and the Board of Directors will have the power to elect a replacement after ten (10) calendar days have passed. The President may fill the position by appointment during the interim. (Rev. 10/09, 10/13)
Should a vacancy arise in the Presidency due to resignation, disability, removal, or death, a special election shall be held. The Club will hold a special election no more than thirty (30) calendar days following a vacancy. A nominating committee will not be required in this instance. An open call for nominations will be sent to the Shareholders, requiring a response within seven (7) calendar days. All nominated parties shall be notified by the Secretary within the next five (5) calendar days. The names and qualifications of candidates shall be sent to the Shareholders at least seven (7) calendar days prior to the election. Elections may be held electronically, in person, by proxy, or in any combination thereof as determined by the Board. (Rev 11/21)

A final option suggested by a board member is to go by what the bylaws say on filling a vacancy but I’m not certain that we can use that option based on timing since the VP is supposed to be elected at the annual meeting this year  

I apologize if this is confusing  I tried to keep this as short as possible  

 

[Josh Martin]

On 9/28/2023 at 6:45 AM, Guest EMH said:

Do we reconvene the nominating committee?

If possible, yes.

"A nominating committee is automatically discharged when its report is formally presented to the assembly, although if one of the nominees withdraws before the election, the committee is revived and should meet immediately to agree upon another nomination if there is time." RONR (12th ed.) 46:17

On 9/28/2023 at 6:45 AM, Guest EMH said:

Not sure there would be enough time to do that process between the election of the president and the annual meeting (10/8-10/29)

But you don't have to wait. You could have the Nominating Committee meet now and reach out to interested persons, explain the situation to those persons, and provide that Person X shall be the committee's nominee for Vice President in the event that the current nominee for that office withdraws.

On 9/28/2023 at 6:45 AM, Guest EMH said:

or do we do nominations from the floor at the annual meeting.

Your bylaws require nominations from the floor and nominations by petition to be accepted. These options are available whether or not the nominating committee reconvenes. But yes, in the event the nominating committee is unable to reconvene, it may be that those are the only options available for making nominations.

On 9/28/2023 at 6:45 AM, Guest EMH said:

A final option suggested by a board member is to go by what the bylaws say on filling a vacancy but I’m not certain that we can use that option based on timing since the VP is supposed to be elected at the annual meeting this year  

I agree. If this position is scheduled to be elected in the election at the annual meeting, the organization can and should use that process. There is no need to turn to the provisions for filling vacancies.