Procedure for Filling a Vacancy by the Board

[Guest Abigail]

Our Board needs to fill a vacancy created by resignation.  The Bylaws specifically empower the Board to fill all such vacancies.  The intent to fill the  vacancy at the next meeting was announced to the Board members in advance to provide notification.

My question is, I hope, fairly simple.  What is the the actual procedure involved?  Is this just a normal main motion ("I move that John Smith be appointed to the vacancy") or should it involve Board members making nominations and then voting among the nominees in the manner of election?  I suspect there will be two potential appointees with support, whereas previous appointments have been basically uncontested.  Therefore I am trying to understand what procedures should be followed to  do this correctly.

Thanks for your help.

[Atul Kapur]

On 1/2/2024 at 5:07 PM, Guest Abigail said:

should it involve Board members making nominations and then voting among the nominees in the manner of election? 

This one.

When the meeting reaches this item,  the chair should call for nominations and then proceed as any other election.

[Guest Abigail]

Thanks, that's what I expected.

So, I take that the only allowed commenting, like in other elections, would be speaking in favor of a preferred candidate?  Is there any way to introduce debate among the Board as to who the most suitable candidate would be?  I know that one of the potential candidates is seen by a number of Board members as having previously engaged in conduct that makes this person unsuitable for appointment.  I am not talking personal attacks, or insinuations of character, but things actually done/said and witnessed by others.

Is there any appropriate way to let the Board members who feel that way bring up their concerns as part of the process?

[Josh Martin]

On 1/2/2024 at 4:07 PM, Guest Abigail said:

My question is, I hope, fairly simple.  What is the the actual procedure involved?  Is this just a normal main motion ("I move that John Smith be appointed to the vacancy") or should it involve Board members making nominations and then voting among the nominees in the manner of election?  I suspect there will be two potential appointees with support, whereas previous appointments have been basically uncontested.  Therefore I am trying to understand what procedures should be followed to  do this correctly.

Either procedure is acceptable, assuming the bylaws are silent on this.

I think if there are two or more nominees, the second option is preferable. But it's ultimately up to the board.

On 1/2/2024 at 4:40 PM, Atul Kapur said:

This one.

When the meeting reaches this item,  the chair should call for nominations and then proceed as any other election.

While I think it is preferable to fill a vacancy in this manner if there are two more nominees, I am not certain RONR actually requires this. I do not believe RONR prevents filling a vacancy by means of a main motion "I move that John Smith be appointed to the vacancy."

On 1/3/2024 at 8:10 AM, Guest Abigail said:

So, I take that the only allowed commenting, like in other elections, would be speaking in favor of a preferred candidate?  Is there any way to introduce debate among the Board as to who the most suitable candidate would be?

Members may make nominating or seconding speeches in favor of candidates. The board may also adopt its own rules governing debate if it wishes.

"In large conventions, nominations are sometimes accompanied by a speech advocating the nominee's election. The nomination may then be seconded by one or more members also making speeches. In ordinary societies, however, such speeches are less common.

To give a nominating or seconding speech, a member must first be recognized by the chair while the floor is open for nominations. The member may then nominate a candidate and, without waiting for the chair to state the nomination, speak in favor of the candidate, or he or she may speak in favor of a candidate who was nominated previously. If candidates are members of the organization, speakers must exercise caution to avoid making any personal criticisms of them in debate. Rather than attacking a nominee, a speaker may advocate the election of a rival candidate. By a two-thirds vote, the assembly may adopt a motion limiting debate to any extent desired (15).

Some organizations adopt rules specifying that debate on nominations be conducted at a different time or in a different manner. Such a rule might, for example, allot each candidate (or his or her designee) equal time to state the candidate's credentials and to argue for the candidate's election." RONR (12th ed.) 46:27-29

On 1/3/2024 at 8:10 AM, Guest Abigail said:

I know that one of the potential candidates is seen by a number of Board members as having previously engaged in conduct that makes this person unsuitable for appointment.  I am not talking personal attacks, or insinuations of character, but things actually done/said and witnessed by others.

Is there any appropriate way to let the Board members who feel that way bring up their concerns as part of the process?

Members will need to exercise caution in raising such concerns in order to stay within the bounds of decorum.

Edited January 3, 2024 at 03:38 PM by Josh Martin

[Atul Kapur]

On 1/3/2024 at 10:34 AM, Josh Martin said:

While I think it is preferable to fill a vacancy in this manner if there are two more nominees, I am not certain RONR actually requires this. I do not believe RONR prevents filling a vacancy by means of a main motion "I move that John Smith be appointed to the vacancy."

46:1 says that motion would be "not proper," rsther than just not preferable. Why wouldn't 46:1 apply here, as it does to any other election? You still want to avoid "the anomaly of an assembly refusing to elect anyone to" fill the vacancy.

Quote

rather than moving that a given person be elected as in the older British procedure. Hence, a form of ballot on which provision is made for voting “for” or “against” a candidate or candidates, as distinguished from a motion, is not proper. Since such a ballot is improper, in order to defeat a candidate for an office it is necessary to vote for an opposing candidate, thus avoiding the anomaly of an assembly refusing to elect anyone to an office.

 

[Josh Martin]

On 1/3/2024 at 9:58 AM, Atul Kapur said:

46:1 says that motion would be "not proper," rsther than just not preferable. Why wouldn't 46:1 apply here, as it does to any other election? You still want to avoid "the anomaly of an assembly refusing to elect anyone to" fill the vacancy.

But you keep assuming an election. RONR does not require that vacancies be filled via an election and - as I understand the facts - neither do the bylaws. Unless the bylaws provide that an election is held to fill the vacancy, I do not think an election is strictly required. However, I believe it would be preferable, particularly if there are multiple candidates.

[Guest Abigail]

On 1/3/2024 at 11:02 AM, Josh Martin said:

But you keep assuming an election. RONR does not require that vacancies be filled via an election and - as I understand the facts - neither do the bylaws. Unless the bylaws provide that an election is held to fill the vacancy, I do not think an election is strictly required. However, I believe it would be preferable, particularly if there are multiple candidates.

Thanks, this is what actually drove the original question.  In the vacancies section, RONR talks about who can fill vacancies but says more or less nothing about the actual procedure.  But an election is one valid method of doing so, and (I agree with others here) the most fair method when there are multiple potential candidates to fill the vacancy.