Voting for a new BOD

Hi all,

Can you all check this out and provide your feed back?

Our By-laws say:

Term of Office: At the first annual meeting of the members, the members shall elect the the Board of Directors and the term of office of the Driector receiving the greatest number of votes shall be fixed for 3 year. The term of officer of the Director receiving the second greatest number of votes shall be fixed for 2 years and the term of office of the other Director or Directors shall be fixed for 1 year. At the expiration of the initial term of office of each respective Driector, his successor shall be elected to to serve a term of 3 year. In the alternative, the membership may, by resolution duly made and adopted at the first annual meeting of members, or at any subsequent annual meeting, resolve to fix the term for each Director elected at any such meeting at 1 year.

Removal: . . . In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexplored term of his predecessor.

The 1st annual meeting was June 2004 with BODs elected for 3, 2 and 1 yr terms. At the 2nd annual meeting it was announced that the BOD serving the 3 yr term resigned and there were 4 one terms to be voted for. At the 3rd annual meeting it was announce that there 5 vacancies (max. number of BODs - the 2 yr term was now completed) to be filled but no mention of term length.

For the 4th annual meeting the BOD announced there are 2 positions to be voted for (2 BODs resigned) with 3 "Continuing Board Members" not being voted for. There was no vote this year to change the term length. For the past 2 years BODs (replacements?) have been voted for.

I'm interested in your opinions about what has taken place here and/or how to proceed.

Thanks.
Tracy

Hi Tracy:

This is what should have happened...

1st election: A gets most votes and gets a 3 year term, B gets the second most votes and gets a two year term, and C gets the third-most votes and gets a one year term.

2nd election: C's term is finished, and there's an election; the person voted in gets a three year term. D gets voted in.

3rd election: B's term expires, and there's an election. E gets elected to a three year term.

4th election: A's term is finished and F gets elected to a three year term.

5th election: D's term is up, G gets elected to a three year term.

Now...if A resigns after one year, your bylaws should provide for replacing A by a vote of the remaining board members, or however the bylaws provide for such replacement (check your documents). Alpha replaces A and serves two years (the remaining time on A's term).

If the documents allow for an expansion of the number of board members, the Board can follow the appropriate procedure to incease the number of board members.

The best way to proceed is to use a spreadsheet that indicates the person and the year elected as well as the year their term expires. If they are replaced, they replace only for the remaining months or years remaining on the term of the person they replaced. In a scheme like yours, if you expanded to 5 members, you should have two positions for election two years in a row, then a year with only one position. If you have seven, then it would be two years with two, then one year with three. With nine, three positions each year....

Good luck on figuring it all out. You may need to go back through both board and annual meeting minutes to get it straight. Also, be aware that the proper procedure may not have been followed, and the Board may have to adjust one or more terms in that case.

J. Patrick Moore, CMCA