Guest Virginia Posted October 7, 2013 at 02:29 PM Report Share Posted October 7, 2013 at 02:29 PM Our By-Laws stipulate a 9 member board. One director resigned in August. We held our annual meeting in September at which we were given our election results for 3 openings we had mailed membership voting packages in July. The board held a meeting this passed Saturday and appointment officers of the board but couldn't appoint/elect a Treasurer because of a tie! I and others feel the first order of business should have been to appoint the 9th director. In our By-Laws (pg. 11, Section 4) "Any vacancy occurring on the BOARD OF DIRECTORS will be filled by the affirmative vote of a majority of the remaining Directors until the next annual meeting when the membership shall fill the vacancy. The candidate having the highest number of votes shall get the longest available term". Also in regards to office appointments the By-Laws read (pg. 13, Section 2) "The BOARD OF DIRECTORS as soon as practical after the conclusion of the annual meeting of the MEMBERS of the ASSOCATION, shall elect the officers of the CORPORATION, each of whom shall, upon acceptance of his/her respective office, serve for the term of one (1) year, or until his successor is elected and shall qualify." Is our board acting in accordance with our governing documents? Thank you for your help. Link to comment Share on other sites More sharing options...
Guest Guest Posted October 7, 2013 at 02:38 PM Report Share Posted October 7, 2013 at 02:38 PM another concern of mine is that if missing a director when appointment of officers is made would mean the 9th director will be left out of holding an office or even get to vote for officers at all. Seems crazy to me Link to comment Share on other sites More sharing options...
Josh Martin Posted October 7, 2013 at 02:39 PM Report Share Posted October 7, 2013 at 02:39 PM I and others feel the first order of business should have been to appoint the 9th director. That probably would have been a good idea (especially given the circumstances), but the board was not required to do that first unless your bylaws so provide. In our By-Laws (pg. 11, Section 4) "Any vacancy occurring on the BOARD OF DIRECTORS will be filled by the affirmative vote of a majority of the remaining Directors until the next annual meeting when the membership shall fill the vacancy. The candidate having the highest number of votes shall get the longest available term". Also in regards to office appointments the By-Laws read (pg. 13, Section 2) "The BOARD OF DIRECTORS as soon as practical after the conclusion of the annual meeting of the MEMBERS of the ASSOCATION, shall elect the officers of the CORPORATION, each of whom shall, upon acceptance of his/her respective office, serve for the term of one (1) year, or until his successor is elected and shall qualify." Is our board acting in accordance with our governing documents? Well, the board should probably fill that board position and the Treasurer position as soon as possible. So long as it does so (or at least keeps trying to do so), I think it's acting in accordance with them, although that's ultimately a question of bylaws interpretation. See RONR, 11th ed., pgs. 588-591. Link to comment Share on other sites More sharing options...
Guest Guest Posted October 7, 2013 at 02:47 PM Report Share Posted October 7, 2013 at 02:47 PM I guess 'my' interpretation is the part of it being practical - I don't think it's practical to appoint officers until the opening is filled which was clearly shown by the office of Treasurer not being filled. It seems 'impractical' at this point not to have a dang Treasurer....just saying. Link to comment Share on other sites More sharing options...
Josh Martin Posted October 7, 2013 at 02:49 PM Report Share Posted October 7, 2013 at 02:49 PM I guess 'my' interpretation is the part of it being practical - I don't think it's practical to appoint officers until the opening is filled which was clearly shown by the office of Treasurer not being filled. It seems 'impractical' at this point not to have a dang Treasurer....just saying. I completely agree with all of this. Although it does not appear that the board is violating the bylaws, I quite agree that it's decisions in this matter seem unwise. Link to comment Share on other sites More sharing options...
Guest Guest Posted October 7, 2013 at 02:53 PM Report Share Posted October 7, 2013 at 02:53 PM Unwise....thank you, I agree. Link to comment Share on other sites More sharing options...
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