filling vacancies on the board between elections

[Guest cill]

Presently our bylays read:

Vacancies on the Board of Directors shall be filled by election by the remaining member of the Board.

Members elected shall hold office until the next annual meeting.

My understanding of this is that the board would choose a candidate for the vacated office and that candidate must be voted in by the remaining board memebers and that person would hold the office, just until the next general election by the membership. At that point the office would be open for anyone to run for it. Our board term is 2 years.

Question, If there is a remainder of say a year in that original vacated person's term must the balance of that term be filled at the next general election or does the new election open up a position for a full 2 year term?

[E A Lemoine]

Presently our bylays read:

Vacancies on the Board of Directors shall be filled by election by the remaining member of the Board.

Members elected shall hold office until the next annual meeting.

My understanding of this is that the board would choose a candidate for the vacated office and that candidate must be voted in by the remaining board memebers and that person would hold the office, just until the next general election by the membership. At that point the office would be open for anyone to run for it. Our board term is 2 years.

Question, If there is a remainder of say a year in that original vacated person's term must the balance of that term be filled at the next general election or does the new election open up a position for a full 2 year term?

In essence, board members serve a 2 year term. If a vacancy exists during the first year and it is properly filled, per the bylaws, an election is held at the next annual membership meeting. Your question is does the person elected serve a one-year term or two-year term?

RONR doesn't say. But you may wish to read RONR p. 570ff for some key Principles of Interpretation that may help you.

Bylaws are best interpreted in their entirety, and I think many of us would look for other facts to determine what their actual meaning may have been. But we don't interpret bylaws here (which you probably read on the page before accessing these forums).

[Kim Goldsworthy]

Presently our bylays read:

Vacancies on the Board of Directors shall be filled by election by the remaining member of the Board.

Members elected shall hold office until the next annual meeting.

My understanding of this is

• that the board would choose a candidate for the vacated office

and

• that candidate must be voted in by the remaining board members ...

I agree.

This is a match for your rule:

Vacancies ... shall be filled by election by the remaining member of the Board.

... and that person would hold the office, just until the next general election by the membership.

I agree.

This is a match for your rule:

Members elected shall hold office until the next annual meeting.

At that point the office would be open for anyone to run for it.

That is your rule.

The defined term of office or vacancies says that all such vacancies' terms of office ENDS (see "... until ..." -- the word "until" implies an end of something) "... the next annual meeting." (see "... next ..." -- the word "next" implies "no skipping".)

If the term ends, then the person who was filling the seat no longer fills the seat.

That's what a term-of-office implies. -- An end. After a start, of course.

Our board term is 2 years.

Wait!

That is the term of office for non-vacancies.

The vacancy rule isn't for two years.

The vacancy rule is not set for two years, but goes from the filling-period to the period called "... until the NEXT annual meeting."

If you wait for 2 annual meetings, you won't be at the NEXT meeting in relation to the vacancy.

Q. If there is a remainder of, say, a year in that original vacated person's term must the balance of that term be filled at the next general election ...

Yes. -- emphasize "next"; emphasize "annual meeting".

No. -- It isn't "next general election". -- That is not your rule for vacancies.

Your rule for vacancies is "next annual meeting".

Forget "general". Forget "election". You are inserting words which aren't in your own rule.

...or does the new election open up a position for a full 2 year term?

That depends on what you think the meaning of "next annual meeting" is.

Q. Is the next annual meeting in one year? -- Then it is annual.

Q. Is the next annual meeting in two years? -- Then it is biennial, not annual.

If you think "next annual meeting" is not the most-upcoming annual meeting, then you misunderstanding the meaning of the word "next". Not all annual meetings can be the NEXT annual meeting. There is only one, as far as I can tell!

[E A Lemoine]

If your bylaws provide for different "classes" of directors... for example, 3 elected in 2011, and 3 elected in 2012, then one cannot say a 2012-class director that resigns before the 2011 annual meeting somehow becomes a 4th "2011 class" director, and leaving only 2 "2012 class" directors. There could be the presumption that the board is filling the position temporarily, but the membership is ultimately going to decide who shall fill the remaining term of the vacancy at the annual meeting.

Of course we don't have the "complete" bylaws here, and probably only snippets that would prevent us from interpreting what YOUR bylaws mean.

[Guest cill]

I agree.

This is a match for your rule:

Members elected shall hold office until the next annual meeting.

That is your rule.

The defined term of office or vacancies says that all such vacancies' terms of office ENDS (see "... until ..." -- the word "until" implies an end of something) "... the next annual meeting." (see "... next ..." -- the word "next" implies "no skipping".)

If the term ends, then the person who was filling the seat no longer fills the seat.

That's what a term-of-office implies. -- An end. After a start, of course.

Wait!

That is the term of office for non-vacancies.

The vacancy rule isn't for two years.

The vacancy rule is not set for two years, but goes from the filling-period to the period called "... until the NEXT annual meeting."

If you wait for 2 annual meetings, you won't be at the NEXT meeting in relation to the vacancy.

Yes. -- emphasize "next"; emphasize "annual meeting".

No. -- It isn't "next general election". -- That is not your rule for vacancies.

Your rule for vacancies is "next annual meeting".

Forget "general". Forget "election". You are inserting words which aren't in your own rule.

That depends on what you think the meaning of "next annual meeting" is.

Q. Is the next annual meeting in one year? -- Then it is annual.

Q. Is the next annual meeting in two years? -- Then it is biennial, not annual.

If you think "next annual meeting" is not the most-upcoming annual meeting, then you misunderstanding the meaning of the word "next". Not all annual meetings can be the NEXT annual meeting. There is only one, as far as I can tell!

we have an annual election at the annual membership meeting once every year in June. We have 12 board members , There terms of office expire different years. for example we had 8 terms expire and had to be filled at the last election which is held at the yearly annual membership meeting in June.

So is what you are saying:that the word until, befor members elected shall hold office, designates an end to the vacated position and the word next befor annual meeting designates the begining of a new term of office for whomever might be elected at the annual meeting? If this is correct than the person elected at the annual meeting is elected for a brand new 2 year term.

This is actually how I thought it should be interpreted.Please be patient with me. You are very knowledgable and I am just learning.Thank you very much for taking the time to be helpful.

[hmtcastle]

If this is correct than the person elected at the annual meeting is elected for a brand new 2 year term.

Not necessarily.

What would typically happen is that, when a mid-term vacancy occurs, the board elects a replacement. Then, at the next annual meeting, the membership elects someone (maybe the same person, maybe someone else) to fill the remainder of that particular term (i.e. not a full term). This way, all your staggered terms are kept on schedule.

A similar situation occurred in NY State. Kirsten Gillibrand was appointed by the Governor to fill the US Senate seat vacated by Hillary Clinton (when she became Secretary of State). But Gillibrand was only appointed until the next election at which time she ran for office in her own right and was elected for the remainder of the term (the term Clinton would have served if she hadn't left office).

Your bylaws may vary.

[Guest dan]

While the exact interpretation of your bylaws will be up to your orgainzation, what you describe is what an organization, where I am a board member, has in our bylaws.

The key (and sometimes confused) part of what our organization does (and what you describe) is that filling a vacancy by the board is only effective until the next annual meeting (and election). With two year terms, then, if the vacancy is filled during the first year, then the person chosen by the board serves only until the next annual meeting. At that annual meeting, the members elect a board member for the remainder of the two year term. That person elected does NOT serve two years, but only one year. Then, in the following year, the position returns to a two year term.

It is therefore important that any elections for unexpired terms clearly determine whoch board members are serving a one year term and which are serving two year terms. If not clear, this can turn into a HUGE MESS (I have seen it in some other similar organizations).

[Guest cill]

If your bylaws provide for different "classes" of directors... for example, 3 elected in 2011, and 3 elected in 2012, then one cannot say a 2012-class director that resigns before the 2011 annual meeting somehow becomes a 4th "2011 class" director, and leaving only 2 "2012 class" directors. There could be the presumption that the board is filling the position temporarily, but the membership is ultimately going to decide who shall fill the remaining term of the vacancy at the annual meeting.

Of course we don't have the "complete" bylaws here, and probably only snippets that would prevent us from interpreting what YOUR bylaws mean.

Our bylaws don't provide for different classes as mentioned above. It just states that directors are elected for a 2 year term and that they hold office untill their successors are elected.

I have been on this board for 2 years now.I am not sure how they ended up with 8 seats to be filled last election and 4 to fill next election.

In the past, this board had not payed much attention to what there bylaws said. We, the new board are trying to do it right.We just need to figure out what is right.

[Guest dan]

Our bylaws don't provide for different classes as mentioned above. It just states that directors are elected for a 2 year term and that they hold office untill their successors are elected.

I have been on this board for 2 years now.I am not sure how they ended up with 8 seats to be filled last election and 4 to fill next election.

In the past, this board had not payed much attention to what there bylaws said. We, the new board are trying to do it right.We just need to figure out what is right.

I strongly suspect (from my experience with organizations with similar bylaw provisions) that, if you research this, you will probably find that originally (or the original intent was) that there were equal numbers of terms starting/endig every year. So, with 12 board members, there were probably 6 to be elected in even years and 6 in odd years. Then, over time, folks there incorrectly started replacement board members and gave them 2 year terms.

I suspect this may be too old and tangled to "correct". Rather, if the 6 and 6 theory is correct, what you can do is amend/revise the bylaws so that the intention of the vacancy provision is more clear AND adopt a proviso (or place the provision in the bylaws) forcing new terms on the existing board members such that 6 have terms beginning in even years and 6 in odd years. "Even" and "Odd" might be good ways of distinguishing the term for which each board member is elected. That should also make it easier to keep straight in the future. While you are amdinging/revising the bylaws, you might also consider having the method to elect the 1 year term from the 2 year term, when there have been vacancies.

Another alternative, depending on the nature of the organization and its members, might be to just have the board fill vacancies for the full remainder of the term. That might be easier to keep track of.