On 2/25/22 00:53, Frank Bulk wrote:
> In section 2.17(c) there’s this sentence: “If the governor is not
> reinstated by affirmative vote, the position shall be filled by a vote
> of the Members.” I assume that those two actions (“vote to not
> reinstate” and “vote to fill the vacant position”) don’t have to
> happen at the same meeting/time?
My impression is that they would happen at the same time. Even if not in
theory, then still in practice.
On 2/25/22 10:44, Ben Wiechman wrote:
> Is there a specific timeline specified for filling a vacant Board
> position?
TL;DR: The minimum would be the board fills it immediately. The maximum
would be the members fill it at the next regular (fall) meeting.
There are a few ways this can play out. Let's say I'm the governor being
removed, for the sake of the example.
1. A majority of the other governors (Anthony and Reid) vote to remove
me. Since we have a 3 person board, this requires both of them to be a
majority of the remaining 2.
2. They may or may not replace me at that point (e.g. by someone named
"Bob" for the example), using their power under the existing 2.4, which
reads (emphasis added):
"*Vacancies on the Board of Governors resulting from the* death,
resignation, *removal*, or disqualification *of a governor may be filled
by the affirmative vote of a majority of the remaining governors*, even
though less than a quorum."
3. They give me notice that they have removed me.
4. I may (if the removal was for one of the stated reasons for which
appeal is allowed), give notice that I want the members to vote to
retain me. If I do, the the board then calls a special meeting for this
purpose.
Note that even if I don't request a retention vote, the board could
(whether or not they temporarily filled the seat), call a special
meeting for the members to elect a replacement.
5A. There is a special meeting.
If we are having a retention vote and the members voted to retain me:
If the board replaced me with "Bob", then the other part of 2.4
comes into play (emphasis added): "*Each person elected to fill
a vacancy shall hold office until a qualified successor is
elected by the members* at the next regular meeting or *at any
special meeting duly called for that purpose.*"
In this scenario, I am the the qualified successor to "Bob"
elected by the members at a special meeting called for that
purpose. Bob loses his temporary seat and I'm back in.
Otherwise (the retention vote failed or wasn't requested):
If the board replaced me already, then the members would
presumably vote to elect the replacement ("Bob"). But other
people could run against that person; maybe "Joe" runs against
"Bob". So the second vote is between e.g. those two.
Whoever is chosen is then the qualified successor elected by the
members at a special meeting called for that purpose.
5B. If I don't request retention and the board does not call a special
meeting anyway...
If the board replaced me with "Bob", that seat is explicitly up for
election at the next annual (fall) meeting. Again, existing 2.4
(emphasis added), "Each person elected to fill a vacancy shall hold
office until a qualified successor is elected by the members*at the
next regular meeting*".
If the board left the seat open, I think it's pretty clearly implied
that the seat would be up for election at the next regular meeting.
Electing governors is literally the reason for the regular meetings.
Even if you read section 1.3's piece about elections to /not/ cover
vacancies, note that the members "may transact any other business;
provided [...condition that doesn't apply here...]". So the members
have the power to elect a replacement.
--
Richard
