Fill a Vacant seat during a Recall

Started by MelM2 • 5 replies • 540 views

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MelM2 (Florida)
Posts: 1

Posted:

We are in the middle of a recall. We originally had a 5 person person board where many people quit and the BOD added new directors as they quit. At one point they were down to 3 directors. During the recall process, the BOD voted to cut the board to a 3 person board. Another director quit so we are down to 2 directors. Are we permitted to fill all 3 positions during the recall or can we only fill the 2 presently filled positions?

GeorgeS21 (Florida)
Posts: 3,808

Posted:

I don’t think a BoD has the authority to reduce the number of directors.

What do your docs say?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Expecting that your Bylaws specify a board of 3 to 5 directors, the existing board may fill 3 if desired. Since the previous board voted not to fill the 2 vacant seats, this board should properly vote to fill all three vacant seats (first) then vote for appointees to fill.

You must fill at least one seat to have a quorum to conduct any business beyond paying existing invoices and filling vacancies.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Our Covenants call for a BOD of 3 to 7 members but do not say who decides. The initial BOD arbitrarily decided it would be 5 but we have gotten as low as 3 and operated fine with just 3 until election time. With ou5 BOD of 5, two do the lion's share of the work. One gives their input but does not perform tasks. Two we rarely hear from.

SueW6 (Michigan)
Posts: 814

Posted:

Mel

Very confusing. What does “in the middle of a recall “ mean?

Unless you have completed the recall (with a member vote at a duly called meeting) then the “we” you talk about has no power.

Question: did the special meeting agenda say to
1) recall present board
2) elect new board

Other:
Did the board have the power to amend the number of board members? Whoever is on the board after the dust settles can appoint a board member to fill the position until the next election, if there is a vacancy.

GenoS (Florida)
Posts: 4,276

Posted:

Quote:

Posted By MelM2 on 01/12/2019 5:04 PM
We are in the middle of a recall. We originally had a 5 person person board where many people quit and the BOD added new directors as they quit. At one point they were down to 3 directors. During the recall process, the BOD voted to cut the board to a 3 person board. Another director quit so we are down to 2 directors. Are we permitted to fill all 3 positions during the recall or can we only fill the 2 presently filled positions?

I think boards can determine the size of the board as long as it's in compliance with the governing documents. But I don't think it should be done during a recall. I don't know for sure but I think a DBPR arbitrator hearing the recall action would allow it. I might be wrong. It sounds higly suspect. Directors that are otherwise recalled aren't eligible to be on the board again until the next regularly scheduled election and by arbitrarily reducing the number of directors during the recall sounds like a way to possibly get around that by avoiding a DBPR-certified and affirmed recall. I could be wrong about that though.

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