The voting procedures of board directors determine how they make decisions. But unlike shareholders, members do not have a pecuniary interest in a nonprofit corporation.I am under the impression that the President can call a special meeting for the purpose of filling the vacant director seat. They attend board meetings, can join committees, and are full voting members. A board member at large can even serve as a committee chair. Robert's Rules of Order governs most nonprofit organizations with boards of directors. Use this cheat sheet for parliamentary procedure. One fact is sure: a nonprofit's bylaws are considered a legal document that dictates how the organization must be governed.