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Gerald, Esq
Gerald, Esq, Lawyer
Category: Business Law
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Experience:  30 years of experience
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Under Rules, can the board appoint a new member to the board

Customer Question

Under Roberts Rules, can the board appoint a new member to the board without an election?
Submitted: 1 year ago.
Category: Business Law
Expert:  Gerald, Esq replied 1 year ago.
Hello,
Thank you for using Just Answer. I want to provide you the best service I can. Please feel free to ask any follow up questions you have.
I am an attorney with 30 years of experience, including extensive experience advising Boards and Commissions. I hope to provide you information that will help you in resolving your question.
This type of issue would not normally be addressed by Rules of Order. Robert's Rules of Order (and modern equivalents) address the procedures for how to conduct meetings.
The issue that you are describing is more appropriately addressed by the by-laws of the organization. That is where you should look to see whether the Board is granted the authority to appoint members to fill a vacancy. Normally, that is not the case because the Board of Directors are supposed to be subordinate servants of the entire membership. The norm is to have a special election to fill the position. But each organizations by-laws will differ on this.
Here are links to Robert's Rules, which may be helpful on other issues. See Rule 50 pertaining to the Board of Directors (also referred to Board of Managers):
http://www.robertsrules.org/
http://www.rulesonline.com/
I hope the information I have provided is useful to you. I want you to be comfortable and satisfied with my attempt to assist you. Please, if you have ANY follow up questions, feel free to ask. Please note that I am generally unavailable Friday evening through Sunday.
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Please note: Information is educational and not given as legal advice. Only your local attorney can give legal advice. I can't establish or accept an attorney-client relationship with you. All posts are available for public viewing.
Expert:  Gerald, Esq replied 1 year ago.
Also this book is very useful in breaking down the rules into understandable components:
http://www.dummies.com/how-to/content/twelve-roberts-rules-meeting-procedure-myths.html
Look at "Myth 9" as confirmation of the remarks above:
http://www.dummies.com/how-to/content/twelve-roberts-rules-meeting-procedure-myths.html
I hope this additional information is helpful to you.
Kind regards,
Gerald
(Please do not forget to rate me. It adds nothing additional to your costs, but it helps me greatly. Plus it is good Karma for you. Thank you.)

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