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If our rules read.....
Despite any vacancy on the Board, the continuing Directors

(A) if and so long as the number of continuing Directors constitutes a quorum of the Board, may continue to function without filling the vacancy or may appoint a qualified member to fill the vacancy or may call a general meeting and hold a by-election to fill the vacancy, which new Director in either case will hold office for the balance of the term of the vacating Director

A motion was made to the board to have vice step in to replace chair until the next AGM but the rule says they may run for the balance of the term. Which outcome will hold up, the rule or the motion voted on by the board only.

Dear Carol,
All motions made must conform to the bylaws. So the answer is the bylaws take precedence over any motions that conflict with them.

Cheerio,

Little Ben


Question submitted by Carol Boa on May 23, 2016