Appointment of a Director

Our bylaws state that the BOD can appoint someone to the board if there is a vacancy. My questions is whether this needs to be done at a BOD meeting, or can it be done at an Annual meeting in which a membership quorum was not reached. There were four directors at the Annual meeting, which would constitute a quorum if it were a BOD meeting. Was the appointment of a board member at the attempted Annual meeting invalid.

Thank you in advance.

Nick, if there is no quorum then the members meeting could not be called to order. Therefore, the only way to appoint a new Board member would have been if all directors were present; could and did call a Board meeting to order; and during the Board meeting appointed a new Board member to fill the vacancy for the remainder of the term for that vacancy.