Majority of Board Quits

Started by AnnaD2 • 5 replies • 1322 views

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AnnaD2 (Florida)
Posts: 960

Posted:

From Florida---Our board has five directors. If three of the directors quit, what is the proper way to fill those vacancies? Our docs say that any vacancies will be filled by the remaining board members (not elected). But my question is this: If there are only two directors left, that is not a quorum, since our board of directors is suppossed to be five people. Can the two of them fill those seats or should it be put to an election by the membership? Thanks All!

MikeS1
Posts: 668

Posted:

Check your docs - Usually it clearly states that the remaining Board members may appoint other members to fill the position until either the next annual election and sometimes it may just say that the appointment may be good for the rest of the term of the open position.

BradD2 (Florida)
Posts: 418

Posted:

There are several ways to do it and it depends on your interpretation.

In Florida Statute 720.303 it mentions that if the majority of the board is recalled that the general membership vote in the new members. Seems like a good idea if you can get the meeting together quickly and get people to attend.

Depending on the wording in your definition for a quorum, you might have it with just two board members. If both show up then you have 100% of the two board members there and thus a majority.

How you handle it is up to you. I would try to see if there are any major pressing needs and if not then try to get the community involved and go door to door. Explain the situation and invite them to the meeting where the new members would be elected. Take the time to solicite for new members while you are walking around as well.

AnnaD2 (Florida)
Posts: 960

Posted:

Thanks again, all! Looks like we're back to square one. We still have a president who refuses to resign and we're stuck at not being able to elect a different board member to be president. (I'd picked your brains before about this.) We had a special meeting on Sunday and she spent two hours berating and belittling us for calling the meeting saying SHE was the only one who could call a meeting. We've instructed her that she needs to learn the statutes and our docs. She's so bossy and bullheaded and tell us that she KNOWS everything. We'll just take a few more tranquilizers and bang the other sides of our heads against the wall. Thank you,though for your comments.

BradD2 (Florida)
Posts: 418

Posted:

Did you print off Florida Statute 720 and show her the relavent parts?

JohnM3 (Florida)
Posts: 288

Posted:

Don't fight it . Volunteer to fill the missing slots once you have 3 new BOD members to join. Then its so easy its funny. Observe,
"Madame President a point of order" I hereby make a motion that the majority of the BOD has been replaced I hereby make a motion to have a new election of officers" You must have a second all ready on board with your thinking. Then you vote in who ever you wish.
It also depends on your doc's to a large degree.

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