Even number Board members

Don't your bylaws provide for vacancies?

Usually, the VP moves into the president's role, and then there is a vacancy in the VP office. You can call for a special election, the Board appoints someone to fill it, or leave it empty - you don't have to fill that "officership".(you DO need a president, however) You may want to fill the empty Board position with an appointment or special election. In my opinion, empty "slots" need to be filled. It is not good for a Board to start that "fadeaway" process.

Also, if you have strong and active committees, there are always people who have done a good job there, and would be good appointed members to the Board.

(P.S. Florida statutes may differ. Stay tuned)

Alex,
The Florida Statutes are very clear on this issue. Your Board can appoint someone to fill the position. Once appointed you can reorganize the officers positions because you probably do not want to have the new guy to step into the Presidents position. That is unless the appointee is someone who would do a great job as a President.

State Statutes 617, which is the Articles of Incorporation for Not For Profit Associations is where the allowance is.

617.0809 Vacancy on board.--

(1) Any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors, even though the remaining directors constitute less than a quorum, or by the sole remaining director, as the case may be, or, if the vacancy is not so filled or if no director remains, by the members or, on the application of any person, by the circuit court of the county where the registered office of the corporation is located.

(2) A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors by the members or, if the corporation has no members or no members having the right to vote thereon, for such term of office as is provided in the articles of incorporation or the bylaws.

(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under s. 617.0807 or otherwise, may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.