Thank you for that explanation. Looks like the replacement question is
handled through various mechanisms.
Ben Wiechman
Director of IP Strategy and Engineering
320.247.3224 | [log in to unmask]
Arvig | 224 East Main Street | Melrose, MN 56352 | arvig.com
On Fri, Feb 25, 2022 at 4:06 PM Richard Laager <[log in to unmask]> wrote:
> 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
>
>
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