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Board of Directors Election held contrary to our Bylaws

Russ Brown

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Our By Laws provide that our Board of Directors will be elected for a two year term. Last AGM a  Director was elected for a one year term of office notwithstanding the By Law. No one objected, and no point of order was raised. So the question is, and notwithstanding the election being incorrect, was the Director elected for two years because of the By Law, or one year because no one raised a point of order?  Any advice would be appreciated so the matter is dealt with properly this year.

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56 minutes ago, Russ Brown said:

The person was elected, he was not filling in the remainder of a term. The elections are not currently staggered, we have to incorporate wording in our By-laws to make that possible.. And that is something  that we should probably do. Any suggestions on appropriate wording?

I concur with Mr. Brown that if your bylaws say that board members shall serve for two-year terms, then this person shall serve for a two-year term, despite any erroneous statements made during the election.

“X positions will be elected in even-numbered years and X positions will be elected in odd years.”

You’ll also want to adopt a proviso to handle this transition. Obviously, for the first year this is done, you’ll need to elect all the board members, but some of them should be assigned either a one-year term or a three-year term, so the staggered elections will work properly in future years.

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