Other Board Provisions
The following sections explore other board-related provisions.Vacancies
From time to time, vacancies occur in the governing body. Having a specified mechanism for replacing such members is advisable.
Sample Provisions
Example 1: Any vacancy occurring in the Board of Trustees shall be filled by a majority vote of the Steering Committee after consultation with the Nominating Committee. Any trustee elected to fill a vacancy shall be elected to serve until the next occurring Annual Election, at which time any such position(s) shall be filled by vote of the Congregation.
Example 2: Vacancies on the Board occurring between Spring Congregational Meetings shall be filled by majority vote of the Board. Those persons who fill a vacancy shall serve only until the end of the current fiscal year.
Example 3: To fill vacancies, the Nominating Committee shall present a candidate to the Board of Trustees to fill the position until the next general membership meeting. A vote of the majority of the Board of Trustees will be required to seat the new member on the Board.
Additional examples of board vacancy provisions >
Removal of Board Members or Officers
Occasionally board members are unable or unwilling to fulfill their duties, and sometimes they are not able to, or do not choose to, resign their position on the governing body. In these cases, it is important that there be procedures for removing board members.
Sample Provisions
Example 1: Any trustee may resign by giving notice in writing to all trustees and may be removed, with or without cause, by action of two-thirds (2/3rds) of the trustees or by vote of a majority of the voting members present at an annual meeting of the corporation or at a special meeting called pursuant to these bylaws. If three (3) or more vacancies exist at any one time, a congregational meeting for the purpose of filling these vacancies shall be held within thirty (30) days.
Example 2: Three (3) absences during one (1) year by a member of the Board of Trustees from Steering Committee meetings without prior notification to the Secretary shall be tantamount to resignation. Board members may be removed by two-thirds (2/3) vote of the Steering Committee for breach of trust or gross misconduct.
Example 3: Failure of an Officer or Trustee to attend three (3) consecutive regular Board meetings or four (4) of any six (6) consecutive regular Board meetings shall be an automatic resignation from the Board without further action or notice. Removal for cause of an Officer or Trustee shall be by majority vote of the Voting Members present and voting at a Congregational Meeting with removal of that individual in the call for the meeting.
Additional examples of board removal provisions >
For more information contact growthresources @ uua.org.
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Last updated on Monday, June 20, 2011.
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