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GenieP (Texas)
Posts: 5
Posted:
10 days have passed since a new nominee was voted in and there has been no response to 3 calls and 1 note left in his mail box by the acting President. I doubt he was interested in the first place, but was placed on the ballot by a pushey nominating committee in an effort to oust the existing Pres. Can the exising, active board members nullify the vote and re-instate the previous Pres. who received the next highest number of votes. We have enough to make a quorum.
BradP (Kansas)
Posts: 2,640
Posted:
The board has the power to determine who amongst the directors is the president. At any point by following your documents you can make that change and appoint a new president from within your existing board. If the ex president is not a board member you would need to wait for a resignation from an existing board member to reappoint them to the board.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Gen

Typically owners elect the BOD and then the BOD elects their Officers from among themselves.

Typically if a BOD vacancy exists the BOD can select someone to fill that empty BOD position. Generally the BOD will have to have a quorum among themselves and the nominated person must be approved by the majority of the BOD.

Often if the person who resigned was an officer, the BOD will hold a new election for officers when the new appointee comes on the BOD. The new appointee does not automatically fill a vacated officer position.

The Bylawas often state if the appointed/elected person will serve until the next election or until the end of the term of the person he is replacing, whichever occurs first.

This stuff ain't simple..........LOL

GenieP (Texas)
Posts: 5
Posted:
Here's the real problem.

A new director has been voted in by the membership and he has not responded to the Ccngratulatory letter and multiple requests to accknowledge his acceptance of the position. It has been 10 days since he was voted in and still no confirmaton that he wants to serve on the board.
Can we as a board, nullify the vote or vote him out for non responsiveness and accept the nominee with the next highest number of votes?

Once we have a full board, we will appoint the positions amongst ourselves.
Yep,this stuff is not always clear.

Thank you for your responses.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
I seriously doubt you could nullify the vote.

Has the BOD called a meeting since he was elected?

Usually Bylaws say if one misses 3 meetings in a row, then they can be removed by the BOD. There might be something else about not showing, not being sworn in/accepting, etc.

Read the Bylaws...read the Bylaws....

FredS7 (Arizona)
Posts: 927
Posted:
> Can we as a board, nullify the vote or vote him out for non responsiveness and accept the nominee with the next highest number of votes?

Unless there is a provision to do this in your documents, the answer is no.

And unless your documents require an acknowledgement of acceptance, a reply is a courtesy not a requirement.

BradP (Kansas)
Posts: 2,640
Posted:
you can't nullify a vote...what you can do is follow your documents as to when being non-responsive constitues resignation. If your bylaws are silent on this I would send a registered letter to him telling him he has 15 days to respond or you will consider his position resigned and then move onto filling a vacant board spot.
BethW4 (California)
Posts: 11
Posted:
Genie

I am agreed with the Brad answer.
I would say that it would be better for your company to send him a registered letter and ask him to report under certain periods of time other wise his position would be considered vacant.

Hope you get the response asap.


Legal Transcription at GMR Transcription
GenieP (Texas)
Posts: 5
Posted:
Thanks for all responses.
We might call(and post)a meeting, wait to see who shows, then try the registered letter. Our docs show if they miss two unexcused meetings, they can be terminated. Wish we could move ahead quicker. We will follow our docs.
BradP (Kansas)
Posts: 2,640
Posted:
Genie

Your docs are pretty good then, I would just follow them, would call your two meetings, at the end of your second meeting if he doesn't show make a motion to remove him and then replace him. Your board hopefully shoudl be strong enough in the interim to proceed with a lame duck position.
KellyM3 (North Carolina)
Posts: 2,239
Posted:
Forget sending a registered letter. Just proceed with business as usual, including establishing your officers. After two consecutive meeting no-shows, the matter is resolved.
GenieP (Texas)
Posts: 5
Posted:
Finally a response..The new board member stated he was overwhelmed with the constant phone calls from the nominating committee. He felt coerced into accepting a position he knew he would not be able to fulfill. He turned in his resignation effect immediately. We can now move forward and appoint the other member willing to serve.
Beware the over-zealous nominating committee. In this instance it was a case of a big ego and a backfired attempt to manipulate the board of directors.

Thanks for all the feedback.

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