Elections of Board of Directors

[corvetteman0_2]

We have nine members on the board of directors; four are Area Directors, five are Directors at Large. All Directors are elected at the annual meeting for a two year term. Area One and Area Three Directors and three Directors at Large are elected on odd numbered years. Area Two and Area Four Directors and two Directors at Large are elected on even numbered years.

Our By-Laws state that in the event of resignation, the vacancy may be filled by the affirmative vote of the majority of the remaining members of the Board of Directors. A Director elected to fill a vacancy shall hold office until the next election of Directors.

By-Laws under Article of Elections state "All vacant positions of the Board of Directors shall be elected at the annual meeting."

We had two resignations of Directors at Large this year who were elected during the odd year (2009). They had one more year on their term. The Board did not fill these positions. Now we have two Area Directors and two more Directors at Large up for election who were elected during the even year (2008). This gives us two Area Directors and four Directors at Large positions open. The current Board decided to place on the ballot for the annual meeting the two Directors at Large positions and the two Area Directors whose term is expiring (2010). The two other Directors at Large vacancies from resignations (2009) are to be filled by affirmative vote from the majority of the New Board after the annual meeting to serve out the remaining one year term of these Directors at Large positions.

I contend that all vacant positions as per our by-laws shall be filled at the annual meeting. The two Area Directors and two Directors at Large from the even year (2010) for a term of two years and the two Directors at Large vacancies due to resignation, filled for the remaining term of that position, one year.

Is the Board correct with their procedures or am I correct with following the portion of the by-laws that state all vacancies (shall) be filled at the annual meeting even if nothing in by-laws address a one year term?

It should be noted nothing in our by-laws address a one year term, and it should also be noted that this decision was made by the existing Board of Directors without knowledge of the general membership.

[Tim Wynn]

It's up to your organization to determine the meaning of its bylaws.

I question why the board is controlling the election. Do the bylaws give the board this authority?

[hmtcastle]

Is the Board correct with their procedures or am I correct with following the portion of the by-laws that state all vacancies (shall) be filled at the annual meeting even if nothing in by-laws address a one year term?

If the board fails to exercise its authority to fill mid-term vacancies (and even if it doesn't), the general membership is free to fill those vacancies at the next regular election.

As Mr. Wynn suggests, the board should have no role in the electoral process.

[corvetteman0_2]

It's up to your organization to determine the meaning of its bylaws.

I question why the board is controlling the election. Do the bylaws give the board this authority?

[corvetteman0_2]

Only Authority given the Board is what I stated in the topic discussion.

[Tim Wynn]

Only Authority given the Board is what I stated in the topic discussion.

Then, someone needs to let the board know that it needs to get its hands off the election and the election ballots.

[Trina]

If the board fails to exercise its authority to fill mid-term vacancies (and even if it doesn't), the general membership is free to fill those vacancies at the next regular election.

...

That sounds sensible (for the unfilled vacancies), but is there a RONR citation?

I'm not sure what "even if it doesn't" means -- are you implying that even if the board doesn't fail to exercise its authority to fill a vacancy (in other words, if the board has filled the vacancy) the general membership is free to fill it again, thereby throwing out the member duly selected by the board? That's not so, is it?

[hmtcastle]

I'm not sure what "even if it doesn't" means -- are you implying that even if the board doesn't fail to exercise its authority to fill a vacancy (in other words, if the board has filled the vacancy) the general membership is free to fill it again, thereby throwing out the member duly selected by the board? That's not so, is it?

I remember adding that parenthetical comment and, if I recall correctly, I was imagining a situation where the vacancy is filled only until the next regular election. While this is sometimes the case, it's certainly not always the case and, in any case, is not the RONR default. So it was, at best, misleading and, at worst, as you say, "not so". I've "expunged" the offending text.