Legally Unelected Board Members Just Sitting

Another question here for this fine group:

We have a Board with seven members. One is permanent. (Appointed to represent multi-family units), and six others who are supposed to run for election every two years on alternating years.

Our last month election was the first in years to have a quorum of members, so, as I understand it, they are now correctly elected Board Members.

The other three Board members have been sitting for some time, but were never at any time elected by a required quorum before.

Technically, the bylaws state that, lacking a quorum in an election, the Board should just adjourn and try again later. So they just continued to sit. They are also not "appointed" (appointments are allowed by elected Board members in our bylaws in the case of empty seats) by officially elected Board members to serve out positions until the next election rotation they are appointed to serve.

In the past, the Association lawyer said, well just continue as if you were legal until you get legal (i.e., have enough votes to be legally elected).

Now that we have three legal Directors/Board Members, how should the other ones be addressed?

Should the Board call another election until they are legal? Can they just be excused by the legally elected Board Members who can then legally appoint them back or appoint others?

Thanks!

I think the board tried to get a quorum for over ten years. I would have loved to have a complete election - there were six running for three slots. However, the three not up for re-election were dead-set against that.

I like your idea:
"It might be best for the remaining three to step down and let the recently elected board members either reappoint them -
and require them to run next year to restart their terms, or they can bring in new people."

But can that be enforced? If so, by who? The new Board members that were just finally properly elected?

What if the nonlegally elected BODs won't quit?

You need to look at your state laws. Most states if there is not a quorum allow the current members to serve again until the next election for their position or the annual meeting is rescheduled for a later date to see is quorum is achieved and election can take place. If the membership does not like them I guess they should have showed up to replace them at the annual membership meeting ... LOL. Potentially your only other alternative if you do not want to wait is to recall those members; however, you need to be sure to have individuals willing to step up to the plate prior to taking such action.