This is my view as well.
Under the Handbook replacing a resigned director is the job of the EXECUTIVE, not the president acting alone nor the VM assembly.
The pertinent documents are
https://docs.google.com/document/d/1...QJELb4/preview
https://docs.google.com/document/d/1...lO6dgI/preview
Note that the letter in the first document to the federal government was NOT written by me and that there are amendments to the "Classic Handbook" that were never discussed in detail. My information is that these changes were based on the sample constitution enclosed in the "new" 2014 Not for Profit Corporation Act.
The bottom line is that at that point our backs were to the wall and there was a serious risk of the CFC losing its charter if we did not file on time. Some of these forced changes I have strong reservations about in terms of years of the usual practice of the CFC but they are what they are.
With respect to replacement of a resigned executive member the pertinent section is
Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.
with the section dealing with replacement of a director being
Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
the officer's successor being appointed,
the officer's resignation,
such officer ceasing to be a director (if a necessary qualification of appointment) or
such officer's death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
Thus I conclude that holding a poll on the best way to replace Hal Bond and acting on the result of the poll is outside the specifications of our bylaws.
I have multiple times in e-mails described this as "Playing Fischer Random with the Handbook"
I have been making this point several times in private e-mails with the executive since the resignation of Mr. Bond. And there was a
solid consensus on the Executive for a candidate.
That's all I'm willing to say since being on the Executive does require some discretion but there's no question I am far from the only irate Director at this point.