Appointment of a member running for the BOD

[Guest Cher]

If we have a BOD resign, and thus need to fill that position by appointment, can we select from those running for the Board, such that the appointed individual fills that vacancy, but also starts a full length term if they are elected, and we select someone else to fill the remainder of the prior vacancy?

Or, are the rules such that if the nominee fills the vacancy, and wins in the election, that person cannot shift to the full-length term?

Please help! 

[Joshua Katz]

I don't quite follow what it is you want to do, but it doesn't sound right. Suppose it's a month until the election. You want to select Mr. E, have him serve for a month, and then, if he's elected to a full term, you want to put Mr. A on the board? I think the issue here might be:

On 10/31/2023 at 8:10 PM, Guest Cher said:

and we select someone else to fill the remainder of the prior vacancy

There is (unless your rules say otherwise) no remainder of the prior vacancy. The vacancy ended when the term of office ended. You only appointed a person to finish out the term.

Unless you mean a staggered board situation. So maybe we're talking about Mr. E filling a vacancy on which there is a year and a month left, but in a month, Mr. E is elected to a different position on the board. Is that it? In that case, a vacancy is created by the election, but the more common approach to fill it would be elect someone at that point, since the electing body is meeting already. 

On 10/31/2023 at 8:10 PM, Guest Cher said:

Or, are the rules such that if the nominee fills the vacancy, and wins in the election, that person cannot shift to the full-length term?

 

Well, there's no rule preventing such a "shifting," but it's not clear tbat the procedural consequences are to create this additional power in the board. 

[Gary Novosielski]

On 10/31/2023 at 8:10 PM, Guest Cher said:

If we have a [director] resign, and thus need to fill that position by appointment, can we select from those running for the Board, such that the appointed individual fills that vacancy, but also starts a full length term if they are elected, and we select someone else to fill the remainder of the prior vacancy?

Or, are the rules such that if the nominee fills the vacancy, and wins in the election, that person cannot shift to the full-length term?

Well, if the unexpired term of the vacancy expires at the next election, it seems your problem is self-solving.

But it sounds likely that you have staggered terms, and that the unexpired term extends for at least one additional year.  In that case, if you appoint someone to that vacancy, they are in it for the remainder of the term, and RONR does not anticipate any musical chairs process.

If the election is relatively close, and the board determines that it is close enough to cause no significant harm by waiting, I believe it could move to place the vacant term on the ballot like a separate office, or to simply increase by one the number of directors to be elected, and assign the partial term to whoever gets the slimmest majority.  Failure to get four candidates with a majority would require a second or subsequent ballots to fill the as yet unfilled seats.