We have a nominating committee of two board members who are term limited and are supposed to leave the board. We are supposed to hold board elections in June but they did not find anyone to serve on the board (they did not reach out to the one person who was nominated). Once we hold board elections, the new board votes for the officers. However, because there was no general board election, the term-limited board members want to stay on and vote for the officers. There are nine people on the board at this point and by them staying on, their slate wins.
We had a board meeting with six out of the nine board members and voted to continue with seven board members - 6 votes yes, 1 abstained. Would this necessarily mean that the two term-limited members would roll off and the remaining seven would vote for the officers? This would be a 4-3 split in this case which is why the board of nine did not want this.
Instead, the two term-limited board members stayed on and voted off the first general board member for conflict of interest which did not allow that member to vote so they were voted off by 5-3. Next, the board voted off two more members for cause.
The by-laws state that "Directors shall serve xxx, and until a successor is duly elected..." Do the two members whose terms are supposed to end, stay on because there was no election and so no one was "duly elected?" Or did they necessarily roll off of the board because the board voted to move forward with seven members before the vote that removed three of the members?
Also, this group has lost their non-profit status so can the board even make these decisions if they are not functioning as a non-profit?