Filling a vacant board position

[Guest Ray]

Tell me what you think of this situation:

All board members are subject to a 10-year term limit on the board, regardless of how many different positions they hold during that time period.

The bylaws state that elections must be held annually for those positions whose terms of office are expiring.

The bylaws provide the board the authority to fill vacant positions that were vacated as a result of death, relocation, resignation, etc.

A board member was elected to the position of president for a 2 year term. However, she had served on the board for the previous 9 years, so she would only be able to complete the first year of that 2 year term. Her term limits for the board are forcing her out of office. She has submitted her resignation effective at the end of her first year of the 2 year term.

Question: Is an election held to replace the president, or does the board have the authority to appoint a replacement to fill the remaining year of the president’s term?

[Robert B Fish]

Question: Is an election held to replace the president, or does the board have the authority to appoint a replacement to fill the remaining year of the president’s term?

In the case of vacancy in the office of president, the vice-president BECOMES the president unless your bylaws specifically say otherwise. They you have a vacancy in the office of VP. That vacancy is filled in accordancw with your bylaws. If your bylaws are silent ont he issue, you must hold a special election for the unexpired term.

-Bob

[hmtcastle]

In the case of vacancy in the office of president, the vice-president BECOMES the president unless your bylaws specifically say otherwise.

Or unless there's no office of vice-president.

[Guest Ray]

Thanks for the response.

I understand I’m talking about bylaws, and how everyone doesn’t know THIS particular club’s bylaws. I’m just looking for opinions and different perspectives based on the information available.

“In the case of vacancy in the office of president, the vice-president BECOMES the president unless your bylaws specifically say otherwise.”

That makes sense. The bylaws have this statement regarding VP duties. “The VP shall have the duties and exercise the powers of the president in case of the president’s death, absence, or incapacity”

My take is that this statement does not apply to this case. The president isn’t dead, absent or otherwise incapacitated. She’s leaving office due to board term limits.

The bylaws state this regarding vacancies:

“In the event of death, resignation, change of legal residence outside the US, or removal by the Board, a member of the Board shall be replaced by a majority vote of the remaining members of the Board. The designated successor shall serve until the next regular election of the Board.”

The office of president is not specifically addressed. I would interpret it to mean that the vacancy is filled like any other board position, except in cases addressed by the statement regarding VP duties above, which I don’t think is applicable.

Regarding elections: “Elections shall be held for those positions where the incumbent’s term of office is expiring.”

So if the president is resigning because she’s reached the her term limits, I would think an election would be needed to fill the position vs a board appointment.

[hmtcastle]

So if the president is resigning because she’s reached the her term limits, I would think an election would be needed to fill the position vs a board appointment.

If the president reached her term limits, does it matter whether she resigns or not?

[Guest Ray]

If the president reached her term limits, does it matter whether she resigns or not?

Exactly.

[Robert B Fish]

So if the president is resigning because she’s reached the her term limits, I would think an election would be needed to fill the position vs a board appointment.

Ray, from what you've quoted from your bylaws, I don't think you are correct.

Quoting from RONR, "In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president." [p422, emphasis in original]

Simply saying that the board fills vacancies would not be sufficient.

-Bob

[J. J.]

Ray, from what you've quoted from your bylaws, I don't think you are correct.

Quoting from RONR, "In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president." [p422, emphasis in original]

Simply saying that the board fills vacancies would not be sufficient.

-Bob

I have to agree with Bob. There is no clause "expressly" saying the vice president does not become president.

[Guest Ray]

OK, gotcha. Thanks everybody for your comments, it helped!!!