Vacancy on Board of Directors

[Pat Markham]

We recently had a member of our Board of Directors resign from our POA. His term was to expire August 15 2013. He had over a year left on his term. We have elections each year on August 15.

This year we have two board members up for re-election plus the one vacancy the board wishes to fill. Our bylaws appear to state that the vacancy caused by the director resigning shall be filled by the Board of Directors.

If the remaining Board of Directors fills the vacancy does the director filling the vacany complete the term of the resigned director till August 15 2013 or is the position open for election by the membership this year and would this director than complete the term remaining till August 15 2013?

This is what our Bylaws state. The Board of Directors wants to fill the vacancy for the remainder of the term of the resigned director. A few in the membership want the postion filled by election this August 15 2012 to complete the term.

Thank you.

ARTICLE II

BOARD OF DIRECTORS

Section 1 - NUMBER AND QUALIFICATIONS

There shall be a Board of seven directors as established by the Articles of Incorporation who shall

manage the affairs of the corporation. The Board of Directors shall be elected as follows beginning in

1975:

3 Directors for a term of 3 years

2 Directors for a term of 2 years

2 Directors for a term of 1 year

Thereafter, the Directors shall be elected for three year terms.

Members of the Board of directors must be at least 21 years of age but need not be residents of

the Commonwealth of Virginia. All Directors shall be members of the Association as the term "members"

is defined herein. Any property owner who is a candidate for the Board of Directors and who has not paid the assessments on all lots owned by June 1 of current year shall be disqualified from nomination for and election to the Board of Directors

Section 2 - ELECTION

Directors shall be elected annually by ballot of the membership at the regular scheduled

membership meeting and shall serve until their successors are elected, qualify and take office. Any vacancy occurring after the election of members shall be filled by the remaining members of the Board of Directors, and any Director so elected shall not be subject to confirmation by the membership.

[Tim Wynn]

Deciding the meaning of bylaws is beyond the scope of this forum, since it requires a complete reading of your governing documents (a hint follows), because language contained elsewhere in your rules may imply that a vacancy filled by the remaining members of the Board of Directors is subject to additional action by the membership.

[Pat Markham]

Would reading our entire bylaws give more insight?

bylaws.pdf

[Gary Novosielski]

Yes, but by your members, not by us. Only your membership has the power to interpret your bylaws.