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I am currently the President of a 5-member Board of Directors for a senior housing cooperative in Minnesota. The other officers are a Vice-President, a Secretary, and a Treasurer. The term of office for all officers is one year. There are seven months left in that period. Yesterday, for personal and/or health reasons, our Vice President has submitted her letter of immediate resignation from the Board and therefore also from her office as our Vice President. Five months ago, the five officers were elected in the order of President, Vice President, Secretary, Treasurer. When the Vice Presidency becomes vacant, does RONR require or recommend a re-election of 1) all four officers, 2) the Vice President and the two officers elected after the Vice-President (i.e. the Secretary, and the Treasurer), 3) only the Vice President, or 4) something else? If the answer is #3, can one of the current other officers be elected to the Vice Presidency, thus vacating their current office office? The By-Laws state: "The principal officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer, all of whom shall be elected by and from the Board of Directors." "The principal officers of the Corporation shall be elected annually by the Board of Directors at the Organizational Meeting of the Board and shall hold office at the pleasure of the Board."

It may be obvious but I’m looking for something to support challenging the following. Our Association will hold the Annual Homeowners Meeting very soon. A current Board member is up for re-election at this meeting. However, this same Board member has been going to homeowners to solicit their Proxy forms. These Proxies will be given to the Association Secretary and she will cast votes for this Board member to be re-elected. To complicate this further, there is someone else who will be running however, the individuals who have already gave their Proxy don’t know this. I’m looking for recommendations on how to challenge this inappropriate activity.

A Board Member officially resigned 4 months ago (her term would have had 20 months left) and now that the elections for new Board Members are about to begin, this ex-Board Member has nominated herself to run for the Board again. We have no policy in our By-Laws regarding this. What is the precedence for this on other Boards or in RONR? Is there anything preventing her from running again? Can we add a provision regarding this action to our By-Laws before the official Ballots go out?

When an officer of a non-profit group decides not to seek re-election, when does their term officially end? The board assumed it would be at the end of the AGM, as well as the expectation the individual would provide the AGM minutes - since they did not ask anyone else to take them. The AGM minutes are needed at the bank to change signing authority to the new officers - this is what the bank has told the non-profit group. The former officers in question attended the AGM, and functioned in their roles during the meeting, so it was expected that they would supply the minutes for the AGM, and then go sign-off at the bank. After a few weeks when this transfer and outstanding items had not been done, the board inquired the former officers on when this might be happening, also explaining it was getting urgent that they do so. The board was told that the minutes and other outstanding items would be coming. Then more time passes. The bank informs the new board that their account is now frozen due to that the former officers who were on file have not come in and removed their signing authority. The bank says that they cannot move forward without the sign-off of the two officers, or not having a copy of the AGM minutes showing the new board. What recourse does a non-profit group have when former officers, who in a fiduciary capacity, intentionally do not sign-off at the bank nor provide essential documents as they had agreed to? Essentially, the former officers are holding the association hostage.

We had an election for treasurer and 8 board members. This election was completed. Candidate who lost for treasurer wants to have another election so she can run for a board seat. She was only a candidate for treasurer in the original election and lost.

If a board member whose term ends in one year resigns and runs for a seat that does not expire for another two years, is this allowed? Is it disallowed because he is trying to extend his term illegally or because he is trying to avoid running against whoever also comes up next term?