Robert’s Rules for Filling Vacancies in Offices

By C. Alan Jennings, PRP

Filling vacancies can be tricky business. Robert’s Rules details what you need to know. Don’t get too comfortable! Just when the members are doing what they’re supposed to do and everybody is getting along, an officer resigns for some personal reason. Or maybe you have to throw out a bum officer. No matter how good or bad things are, vacancies in office occur.

Robert’s Rules helps a lot when the vacancy is in the office of the president. Unless you’ve decided something different in your bylaws, the vice president automatically becomes the president if the president dies or resigns. The vacancy then arises in the office of vice president. But when the vacancy is in any other office, some direct action is required to fill the vacancy,

Vacancies can be filled in these ways:

  • By the membership that appointed or elected the officer, unless the membership has delegated that authority exclusively to its executive board or established some other procedure
  • By an executive board that the membership has authorized to fill those vacancies. That authorization is implicit when the bylaws provide that the board has “full power and authority” to handle the affairs of the organization between membership meetings, provided that the membership has not reserved the ability to fill of one or more of such vacancies for itself
  • By an executive board, or committee, when the board or committee has been specifically authorized to fill the vacancy

Many organizations are small and meet regularly and don’t even have an executive board. For those groups, it’s easy enough to fill the vacancy at the next membership meeting.

Other organizations have infrequent membership meetings and have an executive board that’s authorized generally to tend to the business of the organization between membership meetings. For these groups, filling a vacancy in an office is almost as easy because the authorization normally permits filling a vacancy on the strength of the general authorization given to the board.

But without such a provision, or a more specific provision establishing details for filling vacancies, the power to accept a resignation and fill a vacancy lies exclusively with the same body that gave the officer the job, and no other action can validly fill the vacancy.

The power to appoint or elect is the power to accept a resignation and fill a vacancy. The authority to fill a vacancy can be extended to a subordinate body only by an act of the superior body.

Regardless of whether the body filling the vacancy is the membership or the executive board, proper notice must be given to the members entitled to vote in any meeting to decide on filling a vacancy.