Resignation of board VP

Your excerpt" only is about "directors." What is the wording in your bylaws about officers?

Many folks get officers & directors confused. Officers usually serve only one year. What do your bylaws says about officers?

LV

A BOD elects its own officers. When the VP resigned I assume he resigned from the BOD leaving the VP spot and a spot on the BOD open. The proper procedure would have been for the BOD to appoint someone to fill his vacant BOD spot then call for a Election of Officers. Now if the BOD is happy doing it another way, so be it unless someone on the BOD objects.

She resigned leaving an open board seat. The president motioned for the at-large member to be the new VP which passed. There still is an open at-large seat open of which the board will appoint someone.

My question is, does the previous at-large member take over the terms of the former VP or does the newly appointed person?

The Board, decides and votes to appoint someone to the VP office. It can be the dirctor or it can be the new director.

Sorry, I meant Kerry. Did you read the bylaws I added? I'm just trying to get confirmation if the new VP gets to take over the terms of the former member at large.

John c46,

Here it goes real quick:

VP of board resigns and there is now a vacancy at VP office.
At-large member gets appointed by the board to fulfill VP role. This resident is now VP and has filled the vacancy so he should also get remaining term.
There is still an open board seat which is now the at-large seat.

Bylaws below for officers

Bylaws for officers
Resignation and Removal.
Any officer may be removed from office, with or without cause, by the Board, but not from the Board, if the officer is also a Board member. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Vacancies.
A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Kerry,

See my responses inline:

The VP resigned both from the office of VP and from the Board? Yes, VP resigned from the office of VP and board.

A director at large was elected to the office of VP? Yes, director at large was elected to the office of VP by the board.

The Board needs to appoint a new director? This newly appointed person would be a director at large. That is correct.

The thing is, directors at large are NOT considered "officers"; they are solely directors. I understand that portion.

I do understand the difference between officers and Director. The previous director was appointed by a majority of the board as new VP. He is now an officer while the pending appointment would be for the director at large. Does the newly appointed VP who was formerly a director at large but now an officer take over the years of the resigned officer, VP?

Are you telling me from the bylaws that irregardless of VP or not, since the director resigned the next person to be appointed to the board will take over the remaining years?

BYLAWS

Removal: Vacancies

A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Officers and their duties:

Vacancies:
In the event of death or resignation of a Director, the vacancy shall be filled by majority vote of the Board at a duly held meeting, or by the sole remaining Director. A successor Director shall serve for the unexpired term of his or her predecessor. The Members may elect a Director at any time to fill any vacancy not filled by the Directors.

Kelly.

The terms are staggered:

President: 3 yrs
VP: 3yrs
Secretary: 2 yrs
Treasurer: 2 yr
Member at large: 1 yr

Yes, this is what the bylaws state.

Would you quote your bylaws on the length of officers' terms for us, please?

LV

Without playing a lawyer, let me try and explain. Members of the BOD are often called Directors. The BOD elects its own Officers from its own BOD Members. Thus an Officer is also a BOD Member/Director but not all BOD Members/Directors are Officers.

Harry Smith, He is a Member of the BOD/Director and President of the BOD. He is an Officer of the BOD
Jane Jones, She is a Member of the BOD/Director and Treasurer of the BOD. She is an Officer of the BOD
James White, He is a Member of the BOD/Director and Secretary of the BOD. He is an Officer of the BOD
Bill Anderson, He is a Member of the BOD/Director. He is NOT an Officer of the BOD.
Sue Gillis, She is a Member of the BOD/Director. She is NOT an officer of the BOD.

Quite often when a BOD does business any documents must be signed by an Officer, not just by any BOD Member. In SC an Officer of the BOD must go to Magistrates (small Claims) Court to represent the Association. In the above BOD, Smith, Jones or White could represent the association in court. Andersen and Gillis could not represent the association in court.

To sum it up. One cannot become an Officer unless they are a BOD Member/Director. All Officers are Members of the BOD but not all BOD Members are Officers. As far as if they were elected or appointed to the BOD does not matter.

In the corporate world there is a big difference in being an Officer. The difference is Officers have a legal obligation and can be held accountable for any actions of the company. Non-officers cannot be held accountable for the actions of the company. Either can be held accountable for their personal illegal actions.

Hope this helps.

LV,

Re the various sections of your Bylaws that you posted. Were they exact quotes from an original, easy to read, copy?

Might there be some typos. Either of a word substituted, such as Officer for Director, or vice versa, or perhaps a few words missing, or added? Or perhaps you did not post the entire section?

Also you posted: “the terms are staggered” – but then you listed the Officer positions, rather than the Director positions. Could you clarify? Thank you.

I'm not confused. I think we are going way beyond what I asked.

A board member (Director) resigned who was the VP (Officer).
Another (Director) was appointed VP.
Does the new director take over the term since he was appointed?
There is still an open board seat since the director resigned.

Specifically, under officers and duties in the bylaws it states the following:

Vacancies.
A vacancy in any office may be filled by appointment by the Board. The officer
appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

What does this exactly mean under vacancies? Since board member (director) was appointed by majority vote to VP, does he/she take over terms as well?

Their is still an at-large board seat open whom they need to appoint another individual.

Here are the bylaws again:

Term of Office

The election of Directors shall be by plurality, the number of nominees equal to the
number of vacancies to be filled receiving the greatest number of votes being elected. Except as expressly provided here, each director shall be elected to serve a term of three years or until his/her successor is elected and qualified. At each annual meeting of the members following the expiration of the declarant control period, the members shall elect directors to fill the seats of those directors whose terms are then expiring.

Removal; Vacancies.
A Director appointed by the Declarant may only be removed by the Declarant, otherwise,
a Director may be removed from office, with or without cause, at any regular or special meeting of the
Members by sixty-seven percent (67%) of the votes of the Members voting in person or by proxy at a
meeting at which a quorum is present. A successor to any removed Director may be elected at the same
meeting at which the vacancy is created by the removal of the Director. A Director whose removal is
proposed to be voted upon at any meeting shall be given notice of the proposed removal not less than 10
days prior to the date of the meeting and shall be given an opportunity to be heard at the meeting. In the
event of death or resignation of a Director, the vacancy shall be filled by majority vote of the Board at a
duly held meeting, or by the sole remaining Director. A successor Director shall serve for the unexpired
term of his or her predecessor. The Members may elect a Director at any time to fill any vacancy not
filled by the Directors.

This under the Bylaws listed as officers and their duties

Resignation and Removal.
Any officer may be removed from office, with or without cause, by the Board, but not
from the Board, if the officer is also a Board member. Any officer may resign at any time by giving
written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date
of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Vacancies.
A vacancy in any office may be filled by appointment by the Board. The officer
appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

No.

The Office of VP was vacated due to the resignation.
You filled that office with an existing Director (who was elected to serve their term)

If you want that Director to serve the remaining term of the on who resigned (and vacated the VP office), the new VP would need to resign then be appointed to serve the vacant seat.

Perhaps an example will help explain:

Director A is elected to serve 3 years and is appointed VP
Director B is elected to serve 1 year and has no Officer position.

Director A resigns 1 year in. This means:
Director A seat vacant (2 years remaining)
Office of VP vacant.

Board appoints Director B to serve as VP.
Director A's seat is still vacant (2 years remaining).

If the Board wants to have Director B serve Director As term the following needs to occur:

Director B resigns.
Board appoints Director B to fill Director As vacant Seat (serves the remainder of Director As term)
Director Bs seat is now vacant and may be filled by the Board

I don't think so, Richard. I think LV's bylaws might be a little wonky. From LV's posts he seems to understand the difference between directors and officers. Look at the bottom of his 2nd post.

"A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces."

That's a really unusual provision.

Directors should serve terms of a fixed number of years. When replacement directors are named they should serve only until the next election, regardless of whether or not they are also officers. Sometimes a replacement director may serve out the unexpired term of the director they're replacing. It depends on the bylaws and state statutes.

Officers should not serve "terms" of a fixed time period, they should serve at the pleasure of the board which may elect a new president every month if they see fit. You don't get elected president "for 2 years". You get elected president until the board decides it wants a new president.

I use "should" loosely since there are, as always, exceptions.

Yes, staggered terms serve a useful function. For directors.

LOL ... Can be sometimes very confusing in documents. Glad question was answered