Filling vacancies
A seat opens up mid-term. Here is who gets to decide who sits in it.
In most associations, the board can vote to fill an open seat itself, unless the bylaws say otherwise. One important exception: if the members voted to remove the director, the board usually cannot fill that seat, the members do instead. Your bylaws control this, so check them first.
The default: the board fills its own gap
A director resigns, moves out of the community, or can no longer serve. Somebody has to sit in that chair until the next election. In many states, the default rule (absent a contrary bylaw) lets the remaining board members fill the vacancy by their own vote, without waiting for a membership meeting. Check your own state's nonprofit corporation law and your bylaws for the exact mechanic that applies to you.
Under California's nonprofit corporation law, for example, the board can also act by unanimous written consent, or a single remaining director can fill the seat alone if the board has dropped below a quorum. But that same law gives the members the last word: they can elect a director at any time to fill a vacancy the board has not yet filled.
"The members may elect a director at any time to fill any vacancy not filled by the directors."
Source: California Corporations Code, Section 7224, California Legislative Information
The exception: a removal vacancy is not a resignation vacancy
Not every open seat arrives the same way. A director who resigns leaves a gap the board can typically step in and fill. A director the members voted out is a different situation: in states that follow California's corporate default, the board's usual authority to fill a vacancy does not extend to a seat it opened by removing someone, and the members fill that seat instead.
The logic is simple: if the members just decided they did not want that director, letting the remaining board hand-pick a replacement would let the board quietly undo what the members voted to do. Confirm whether your state's law and your bylaws draw this same line before your board assumes it can simply reappoint.
What Robert's Rules adds when the documents are silent
If your bylaws do not address vacancies at all, and they name Robert's Rules as your parliamentary authority, it fills the gap with a preference, not a hard rule: fill the seat by election whenever that is realistically possible, rather than by board appointment. An appointment is meant to be a stopgap, not the default way a seat changes hands.
A resigning director's resignation takes effect once written notice reaches the board or the officers the bylaws name for that purpose, not on some later date, unless the notice itself sets a future effective date. That distinction matters for timing: it determines exactly when the vacancy, and the board's authority to fill it, actually begins.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
A director resigns effective immediately, with no bylaw provision on vacancies. Under the common default rule, who can fill the seat?
The members vote to remove a director mid-term. Who fills the resulting vacancy under the corporate default rule?
A board seat opens up early in a three-year term, and the bylaws say nothing about how to fill it. What does Robert's Rules prefer?
Sources
- California Corporations Code, Section 7224, California Legislative Information
- Robert's Rules of Order Revised, Chapter XII, Nominations and Elections, public-domain 1915 edition, mirrored by Westside Toastmasters
Related elsewhere in the Academy
Elections
Next, see what happens when the vacancy is the result of a recall rather than a resignation.
Whether the board can fill a vacancy at all, and whether a removal vacancy is handled differently, varies by state corporate law and by your own bylaws and articles.