Officer resigned

[Guest Sandra Cummings]

We are having our Annual Board Meeting to fill Board Positions. Two positions are up for election and one position was not filled by the present Board with an appointment. Does the third position become an elected position if chosen not to be filled by the present Board. Our Bylaws only state that the Board has the option to fill the position by appointment.

[Robert B Fish]

We are having our Annual Board Meeting to fill Board Positions. Two positions are up for election and one position was not filled by the present Board with an appointment. Does the third position become an elected position if chosen not to be filled by the present Board. Our Bylaws only state that the Board has the option to fill the position by appointment.

Unless your bylaws make some distinction between an "elected officer" and an "appointed officer" an member appointed to fill an officer's unexpired term created by a vacancy is an officer in every term of the word with all the rights and duties of that office.

Perhaps your are making a distinction without a difference.

-Bob

[hmtcastle]

Does the third position become an elected position if chosen not to be filled by the present Board. Our Bylaws only state that the Board has the option to fill the position by appointment.

Well, your bylaws state much more than that and can only be properly interpreted by reading them in their entirety, something that's beyond the scope of this forum.

Typically, a board might be authorized to fill a mid-term vacancy, either for the remainder of the term or until the next regular election. But your rules may vary. How was this "third" seat filled before it became vacant? Why did it become vacant?

[Gary Novosielski]

We are having our Annual Board Meeting to fill Board Positions. Two positions are up for election and one position was not filled by the present Board with an appointment. Does the third position become an elected position if chosen not to be filled by the present Board. Our Bylaws only state that the Board has the option to fill the position by appointment.

If the board appointment would have been a mid-term replacement of a vacancy in an otherwise elected office, then it would be proper to fill that position by election at the annual meeting. (Are you sure it's an annual BOARD meeting?)

But if the only way that position is ever filled, according to the bylaws, is by appointment, then that's the way it gets filled. Or not.

[Guest Sandra Cummings]

Well, your bylaws state much more than that and can only be properly interpreted by reading them in their entirety, something that's beyond the scope of this forum.

Typically, a board might be authorized to fill a mid-term vacancy, either for the remainder of the term or until the next regular election. But your rules may vary. How was this "third" seat filled before it became vacant? Why did it become vacant?

The vacancy was due to a resignation. Since it was so late in the year the position was not filled by the current Board. Since the Board chose not to fill the vacancy by appointment can the empty positions now be filled by an election and if that is the case would it be for the remaining time served or a new term. Our Bylaws are unfortunately not clear.

[hmtcastle]

Since the Board chose not to fill the vacancy by appointment can the empty positions now be filled by an election and if that is the case would it be for the remaining time served or a new term.

Subject to contrary provisions in your bylaws (e.g. something that would grant the exclusive right to the board), the membership would elect a replacement to fill the remainder of the term.