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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