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RobertW31 (New York)
Posts: 41
Posted:
I was wondering if anyone has encountered the following situation or one like it.

We have a 4 member board, 2 of the board members are running for election and a third person is also running for the board.

I was wondering what the process would be if one of the other 2 board members not currently up for election were to resign from the board just before the election results were announced.

Would all three running for election be automatically on the board?
SheliaH (Indiana)
Posts: 6,964
Posted:
Depends on whether other people step up. You may end up with six or more people running for 4 spots. If no one else step forward, the people who are running will win by default.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
SueW6 (Michigan)
Posts: 814
Posted:
How many openings will you have to fill at the election? Little confused by your post .

RobertW31 (New York)
Posts: 41
Posted:


So 4 members, 2 of them up for election, so these 2 and one other non-board member running.

If one of the board members who is not running for election this year because that person would be up for election next year decided to quit the board just before the election results are announced, then the 3 running are automatically on the board if they are willing to serve. right?

I am probably am answering my own question but just want to be clear.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By RobertW31 on 11/10/2019 2:16 PM

So 4 members, 2 of them up for election, so these 2 and one other non-board member running.

If one of the board members who is not running for election this year because that person would be up for election next year decided to quit the board just before the election results are announced, then the 3 running are automatically on the board if they are willing to serve. right?

I am probably am answering my own question but just want to be clear.

1. Open positions 2 and 3 running. An election is needed.
2. Open positions 3 (no matter how achieved) and 3 running. No election needed. Those 3 are on the BOD.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By RobertW31 on 11/10/2019 12:49 PM
I was wondering if anyone has encountered the following situation or one like it.

We have a 4 member board, 2 of the board members are running for election and a third person is also running for the board.

I was wondering what the process would be if one of the other 2 board members not currently up for election were to resign from the board just before the election results were announced.

Would all three running for election be automatically on the board?


I say no. Had this sudden opening been publicized with proper notice to the membership, a fourth candidate might have stepped up.

At present and in my opinion, the board has three seats filled. Normally when a resignation occurs, the board votes on an appointment. The two folks who were elected and the incumbent third get to decide who the fourth board member is.
KerryL1 (California)
Posts: 14,550
Posted:
Totally agree with Augustin. The two elected and the remaining director choose the 4th. It does not at all have to be the 3rd candidate who ran (unless your bylaws say that).

You'd want to publicize the opening to the membership during the time between board meetings, and select a director at the subsequent meeting.

MarkM19 (Texas)
Posts: 1,459
Posted:
RobertW,
I am surprised that no one has asked the obvious question here. How did your board allow an even number of members? That is extremely strange since most say 3,5,7 or 9 members in bylaws.
ND (PA)
Posts: 792
Posted:
Quote:
Posted By MarkM19 on 11/11/2019 11:31 AM
RobertW,
I am surprised that no one has asked the obvious question here. How did your board allow an even number of members? That is extremely strange since most say 3,5,7 or 9 members in bylaws.

I don't think the situation is all that strange. In my experience, some by-laws require a specific number of BOD members (usually an odd number) while others allow for a range (I've seen 3-5, 3-7, 5-7). Many may prefer an odd number to decrease likelihood of tie votes; however, it's not a requirement if docs allow for a range, so having an even number for any period of time is certainly possible and not a huge deal in my opinion.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Agree - while it is certainly better to have an odd number to break ties, an even number in practice is not unusual.
GenoS (Florida)
Posts: 4,276
Posted:
My board's size is 5. For the better part of 2 years we've operated with 4 directors. When the size was 7, we'd frequently get along just fine with 6. In my limited experience, votes split down the middle, where you'd rather have an odd number to prevent a tie, are rare.

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