Vacancy in Board of Directors

[Guest Larry Rapoport]

A director of our organization resigned.  Our bylaws state that the vacancy shall be filled for the remainder of the term by a majority of the votes cast at a special or regular meeting of remaining directors.  Two of the remaining directors want one candidate and the other two want a different candidate so we don't have a majority.  How do we resolve this?

[George Mervosh]

A director of our organization resigned.  Our bylaws state that the vacancy shall be filled for the remainder of the term by a majority of the votes cast at a special or regular meeting of remaining directors.  Two of the remaining directors want one candidate and the other two want a different candidate so we don't have a majority.  How do we resolve this?

 

You need to continue to vote as many times as necessary in order for a candidate to receive a majority vote, but also consider re-opening nominations and nominating someone else as a compromise candidate who could garner the necessary majority vote.