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Hello:
Recently we have had our Board Chair person and another Board member step down. The remaining Directors were able to fill both vacancies with members from the general public. Our Society Bylaws state that the Directors may at any time and from time to time appoint a member as a Director to fill a vacancy in the Directors. It also states a Director so appointed holds office only until the conclusion of the next annual general meeting of the Society, but is eligible for re-election at the meeting.
Would there be any way to have our now current Directors remain in their positions in order to remain there without having to be re-elected at the next AGM?
Dear Lu Ann,
The answer is "no" unless you amend the bylaw. It looks like those writing the bylaws wanted to allow the members to have a vote in who should be the directors. The Board can fill the vacancy, but the members get to weigh in at the next general election. If those new board members do a good job then there are no worries. Keep the democratic process by letting the members decide.
Cheerio,
Little Ben
Question submitted by LuAnn on May 24, 2016