Filling of Vacancies on the board

Started by JoyceS1 • 3 replies • 2047 views

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JoyceS1 (Indiana)
Posts: 140

Posted:

Our Bylaws state that when a vacancy occurs on the board, the board selects someone to fill the slot until the end of that term.

Here is the language:
"Vacancies in the Board of Directors may be filled at a special meeting of the Board of Directors held for that purpose at any time after the occurrence of the vacancy, even though the Directors present at that meeting may constitute less than a quorum.

Each person so elected or appointed shall be a Director for the remainder fo the term of the Director so replaced."

A homeowner has take the position that a special meeting should have been held by homeowners to elect a new board member since the homeowners elect the board. He cites the following language:

"Annual meetings of Owners shall be held within the third week in December. At these meetings, the directors shall be elected by ballot of the owners."

"Special Meetings
Special meetings of the corporation may be called by the President, by the Vice President, by a majority of the members of the Board of Directors or by Owners comprising 30 percent of the votes in the Corporation and shall be confined to the purpose stated in the notice."

I'm not making the interpretation he is making......am I wrong?

DonN (Michigan)
Posts: 357

Posted:

The question of interpreting bylaws may be a legal one. I am not an attorney, so I am not offering advice — only my observations on how interpretations are typically made.

Specific language takes precedence over general language. The general language concerns election of directors at an annual meeting. The language on special meetings appears to apply to meetings of the members.

The specific language concerns appointments to fill vacancies on the board and a special BOARD meeting to do so. Your bylaws seem clear that the board appoints someone to fill vacancies at a special board meeting.

Consideration should be given to improving your bylaws. First, any member should be allowed to self nominate to fill the vacancy with the board then selecting among those who self nominated. Second, the appointment should be until the next election at which time an election to fill the remainder of the term should be held. This prevents abuse of resigning shortly after election with the majority on the board then selecting someone with like views for essentially the whole term.

Don Nordeen
Governance of Property Owners Associations

RogerB (Colorado)
Posts: 5,067

Posted:

Posted By JoyceS1 on 10/11/2006 11:45 AM
A homeowner has take the position that a special meeting should have been held by homeowners to elect a new board member since the homeowners elect the board.

I'm not making the interpretation he is making......am I wrong?

The homeowner is wrong; your right.

GeraldT1 (<Not Specified>)
Posts: 519

Posted:

JoyceS1,

There's nothing to interpret. The language is specific. You're not wrong. The Board fills the vacancy. However, the Board has discretion. What's to prevent the Board from requesting bio's, nomination letters, interested owners to seek Board election? What's to prevent the Board from "rubber stamping" a community wish for a candidate as a method for vacancy fill?

GeraldT1
NNJ

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