It looks like the bylaws say that vacancies weren't supposed to be filled by a membership election:
Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. Directors so elected shall hold office until their successors are elected at an annual election.
While I'd readily agree that allowing them to be voted on is probably better for the membership than having the remaining board members just appoint them a few weeks before the election (what, can board members put *any* member in the place of a vacant seat?), it does put the org in a bit of a tangle.
I suspect the bylaws need amending. I don't know what changes would be best--whether to change the 1/3 election every year, or the official way of dealing with vacancies, or both--but it looks like something should change.
(Also, the OTW possibly should find a pack of tabletop gamers to find other potential loopholes in the bylaws.)
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I suspect the bylaws need amending. I don't know what changes would be best--whether to change the 1/3 election every year, or the official way of dealing with vacancies, or both--but it looks like something should change.
(Also, the OTW possibly should find a pack of tabletop gamers to find other potential loopholes in the bylaws.)