Board vacancy and duration of term

[J Murphy]

A board member with one year remaining resigned three weeks prior to our annual meeting. This position was filled the following week. Does that new board member retain the remaining 12 months of the original member or does that position then become vacant and open for the general membership vote during the annual meeting? 

[Joshua Katz]

I take this to be a board with staggered terms. The vacancy-filler occupies the seat of the director he replaced, so he serves out the term of that director. So he will serve the remaining 12 months.

[J Murphy]

Thank you. 

[J Murphy]

One more question..

we are a seven member board (small non profit recreational club). We had 3 board members and a non voting exec director at the meeting to fill one board vacancy slot. Two absent board members gave their proxy to the executive director.  Are proxies valid in this scenario?  

[Joshua Katz]

Only if your rules say they are. RONR prohibits the practice, unless your bylaws authorize it.

[Gary Novosielski]

On 1/30/2024 at 9:53 AM, J Murphy said:

One more question..

we are a seven member board (small non profit recreational club). We had 3 board members and a non voting exec director at the meeting to fill one board vacancy slot. Two absent board members gave their proxy to the executive director.  Are proxies valid in this scenario?  

Proxies are not valid in any scenario, if the rules in RONR apply.