Filling Board Vacancies - Incorrect interpretation?

[Inquisitive Secretary]

Our board is looking to fill a recent vacancy (a board member resigned)

Here are the only 2 references to fill board vacancies in our by-laws, which seem to possibly conflict, and are being interpreted as, "the board can appoint new board members to vacancies without the input of the membership":

Vacancies. Vacancies in an office or on the Board of Directors shall be filled by a
majority voting at any regular or special meeting of said board, a quorum being present, and
the person thus elected shall hold office for the unexpired term of the office or the director
position that he or she has been chosen to fill. Members may fill any vacancy not filled by the
Board at a Special Meeting noticed for that purpose.

Powers and Duties. Subject to the limitations in the Articles of Incorporation, these
Bylaws and applicable law, the business and affairs of the Club shall be managed and all
corporate powers shall be exercised by or under the direction of the Board, including, without
limitation, the power and authority:

A. to make and amend Rules and Regulations for the regulation and management of the
grounds and clubhouse
B. to make contracts, including the establishment and supervision of comprehensive
instructional programs
C. to appoint and remove all agents, employees and independent contractors
D. to elect and reject candidates for membership and accept resignations of Members.
E. to reprimand a Member, orally or in writing, regarding misconduct or violations of
these Bylaws or rules and regulations by the Member or the Member’s guests.
F. to fill vacancies on the Board of Directors or among the officers of the Club, whether
arising from death, resignation, removal or any other cause.
G. to levy dues, assessments and fees. At the Annual Meeting each year, the Board shall
make a full report on the affairs of the Club and shall submit the Treasurer's report as
called for in Article VII, Section 5. Pursuant to Section 6321 of the California
Corporations Code the Board shall prepare and send an Annual Report to all members
via electronic transmission not later than 120 days following the close of the Club’s
fiscal year.
H. to borrow funds, provided that the total indebtedness of the Club shall not exceed 50%
of book equity, up to $75,000, outstanding at one time unless approved by the
membership.
I. to keep complete records of all their meetings and acts of all proceedings of the
Members.

 

[Atul Kapur]

On 5/14/2024 at 7:10 PM, Inquisitive Secretary said:

"the board can appoint new board members to vacancies without the input of the membership"

That interpretation appears to be correct, based on what you have provided. 

I don't see the "possible conflict" that you describe. 

[Weldon Merritt]

On 5/14/2024 at 6:34 PM, Atul Kapur said:

That interpretation appears to be correct, based on what you have provided. 

I don't see the "possible conflict" that you describe. 

Neither do I.

[Inquisitive Secretary]

In that case, what does the Vacancies section refer to?

[Gary Novosielski]

On 5/14/2024 at 9:28 PM, Inquisitive Secretary said:

In that case, what does the Vacancies section refer to?

Vacancies refers to offices that were filled (presumably by election) but prior to the expiration of the term were prematurely vacated for some reason, resignation, removal, death, or what have you.

The sections that refer to vacancies seem not to contradict each other.  If anything they might be called redundant.

[Atul Kapur]

On 5/14/2024 at 9:28 PM, Inquisitive Secretary said:

In that case, what does the Vacancies section refer to?

It provides some more details than are in "powers and duties" - F. As @Gary Novosielski says, they may be redundant, but they are not in conflict.

"Powers and Duties" - F says that the board can fill vacancies in the board or in an office. "Vacancies" says the same thing but says how (majority vote), where (regular or special meeting), and how long the vacancy-filler remains in office (unexpired term). It also provides a back-up in case the board does not fulfill its duty to fill the vacancy.

[Inquisitive Secretary]

So, the board can fill a vacancy on its own without putting it to a vote of the membership?

[Joshua Katz]

On 5/14/2024 at 4:10 PM, Inquisitive Secretary said:

Powers and Duties. Subject to the limitations in the Articles of Incorporation, these
Bylaws and applicable law, the business and affairs of the Club shall be managed and all
corporate powers shall be exercised by or under the direction of the Board, including, without
limitation, the power and authority:

 

On 5/14/2024 at 4:10 PM, Inquisitive Secretary said:

F. to fill vacancies on the Board of Directors or among the officers of the Club, whether
arising from death, resignation, removal or any other cause.

 

On 5/18/2024 at 12:35 PM, Inquisitive Secretary said:

So, the board can fill a vacancy on its own without putting it to a vote of the membership?

Sure seems like it.

[Gary Novosielski]

On 5/18/2024 at 3:35 PM, Inquisitive Secretary said:

So, the board can fill a vacancy on its own without putting it to a vote of the membership?

Yes.  But bear in mind that a vacancy refers to an office that was filled, but was then vacated partway through the normal term of office.

When a term ends normally, it is then filled by an election, since it is not a mid-term vacancy.

[Inquisitive Secretary]

Got it! Thank you for that, makes total sense