Based on the situation, would you conclude this director is or is not on the board?

I can post quotes from the by-laws but for simplicity I will post the general situation:

By-laws require an annual meeting be held in January or February of each year. One was not held this January nor February. One was scheduled in February but canceled ~ 1 hour before it was to start when many were already at the location but it was never called to order and a cancelation email was sent to members prior to the time that meeting was to start.

As of now (March 3rd, 2023), no notice for annual meeting after the cancelation has been made.

The term of a director was to end at the conclusion of the annual meeting that was to be held in 2023, which again was canceled before it ever started.

Since the By-laws state an annual meeting must be held in January or February of each year, and since that director's term was to expire at the conclusion of that required meeting that again never took place, I would think that director is no longer legally on the board.

Anyone know?

Roger,

Expecting you are incorporated (most associations are but check to be sure), then corporate statutes would apply.

I have not checked your corporate statute but most statutes specify that a Director continues to serve, regardless if their term is up, until a replacement is elected or until they resign (whichever is first).

Then those serving would still continue to serve unless they resigned or there was a successful recall vote.

Given answer: Typo in the email address where the Board was requesting proxies and absentee ballots be sent in its announcement of the event. Please note: I know for a fact the Board was told about the typo two days before the event because I sent a proxy two days before to the correct email address and told the Board the published email address was wrong. Also, someone told me that she told 3 Board members in person at a private meeting five days before the event that the address and some other stuff the Board sent was wrong.

Suspected reason: the Board possibly saw votes sent were not going the way the board had hoped and/or the Board was concerned about reaction to a crazy letter (contained a pornographic reference and hypothetical reference to deaths of members) sent by the President's husband on the eve of the event.