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Less Directors Than By Laws Permit


Guest John Leamer

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In a 501 © 6 corporations's ByLaws the number of directors is 12 to 16. Presently there are 11 board members as one member resigned. What are the options of the corporation other than trying to get someone to be appointed to sit on the board for the unexpired term of the member that left?

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There is no other option. The By-law calls for at least 12 directors, and there are only 11. That means someone has to be appointed/elected to the vacant position persuant to the organization's By-laws regarding the filling of a vacancy.

Although RONR may be of some assistance, should the bylaws be silent on the matter. (RONR 11th Ed., p 467 ll. 28-35)

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