Elected Director Resigned prior to being Installed

[Guest Paul Gutting]

Our Nominating Committee slated a person in a Director Position (3 year appointment) and that persopn was duly elected. Our subsidiary corporation was in need of Officers and this Director was a better fit for that position. According to our by-laws an officer or director cannot sit on both boards except for the Presidents of both Boards. The Director has submitted his resignation.

In our by-laws, a director who has resigned is replaced with a simple majority vote of the board of directors and serves until the next election. Since the director has not been formally installed, can we not have the nominating committee slate this position and vote on it before installation? That was we preserve the three year cycle and make it easier. Since the position is technically not vacant until 1/1/13, would our current bylaws even apply?

[Gary Novosielski]

Well, all these things seem to depend on what happens according to your bylaws. Do you have any questions about RONR?

[Guest Edgar]

That was we preserve the three year cycle and make it easier.

No matter how the vacancy is filled you'll preserve the three-year cycle since the term of office remains the same. It may be that you'll appoint someone now who serves until the next election at which time you'll elect someone to serve the remainder of the (original) three-year term (e.g. two more years).

Since the position is technically not vacant until 1/1/13, would our current bylaws even apply?

Your current bylaws always apply.