unexpired term of vacated board position

[New Secretary]

Greetings,

Two  members of our three-person condominium executive board were replaced at an annual meeting of the full association.  Member A was elected to replace a member whose three-year term was ending and who chose to not seek re-election.  Member B was elected to replace a member who had sold her condominium the day before the meeting and was therefore no longer eligible to serve.  The person no longer eligible to serve  was ending the first year of what was to have been a three--year term. 

Member B now claims to have been eligible for a full three-year term, as there is no specific language stating that the term for a member filling a vacancy is not in fact a "new", full, three-year term.  Are our bylaws deficient in their language, or is there something in RONR that covers?   I have always assumed that when such a vacancy occurs, the term of the vacant office remains unchanged, and that the replacement person only finished the remainder of the term--but now it has been questioned.

 

Any thoughts appreciated.

[Guest Who's Coming to Dinner]

Just be glad Member B isn't demanding a salary of $1 million, because after all, there is no specific language in the bylaws stating that no such salary exists. 

No, your bylaws are fine. A vacancy does not reset the clock. Member B serves the remainder of the term which began a year ago.

[Gary Novosielski]

Electing (or appointing) someone to fill a mid-term vacancy does not start a new term.  The person elected only serves out the unexpired remainder of the original term.

Was it clear which of the two members were elected to fill each specific seats?  I can imagine a problem if two people ran for two seats and then a dispute arose about which member was elected to the full term, and which to the partial term.

[Greg Goodwiller, PRP]

Actually, this all depends very much on the wording of your bylaws. One board on which I serve has bylaws stating clearly that anyone elected to the board is elected for a term of three years. Period. When someone on that board resigns, they resign. But the resignation does not create a "vacancy." It just changes the current number of members of the board, which is required to be "between 35 to 40 members." So every year, a group of members completes its term, but that group is not exactly one third of the members, and the proportion changes over time.

Other boards on which I serve generally follow the assumption of my colleagues, that a resignation automatically creates a vacancy for a partial term. That may be a correct interpretation of the RONR "default" position, but it is definitely not the only way that organizations operate.  

If you desire to require "classes" to be in equal numbers, your bylaws should have wording such as: "members of the board are are to be in three equal classes, with each member elected for a term of three years (or for a partial term to fill a vacancy), and with one third of the Board completing its term each year.

 

[New Secretary]

Our condominium bylaws state that at a certain point in time (long past-at the annual meeting whereby  the "declarant" turns over board control to the owners), all three board members must resign and elections held to replace them.  Highest "vote-getter" serves until the 3rd annual meeting hence, 2nd vote-getter serves until the 2nd annual meeting sense, and 3rd vote-getter serves until the next annual meeting. 

Bylaws then provide:

"Thereafter, each member of the Executive Board shall be elected for a term of three years."

 

Note that other drafting in our governing instruments have been accepted to be somewhat less than optimal in some areas.

 

(late edit) Note that another member has just now informed me that the relevant Non-Profit Corp. Statute provides the answer.  I have not referred to it yet, but will do so shortly.  Perhaps our issue is solved.

 

It was clear who was elected to which opening.

 

Thanks for info to date.

[Joshua Katz]

I don't really understand the question, and I really don't understand the answers.  I guess that's just as well.

[New Secretary]

11 hours ago, ngxenos said:

Our condominium bylaws state that at a certain point in time (long past-at the annual meeting whereby  the "declarant" turns over board control to the owners), all three board members must resign and elections held to replace them.  Highest "vote-getter" serves until the 3rd annual meeting hence, 2nd vote-getter serves until the 2nd annual meeting sense, and 3rd vote-getter serves until the next annual meeting. 

Bylaws then provide:

"Thereafter, each member of the Executive Board shall be elected for a term of three years."

 

Note that other drafting in our governing instruments have been accepted to be somewhat less than optimal in some areas.

 

(late edit) Note that another member has just now informed me that the relevant Non-Profit Corp. Statute provides the answer.  I have not referred to it yet, but will do so shortly.  Perhaps our issue is solved.

 

It was clear who was elected to which opening.

 

Thanks for info to date.

The Non-Profit Corporation Act does in fact cover the matter fairly specifically, and the Condominium Act indicates provides that such associations must qualify as non-profit corporations,  subject to that Act.

 

Thanks again.