If I am reading this correctly … we need to schedule a board election …
Section 2.1 Board of Directors
The Board shall be elected at the annual meeting by a quorum of the members and their proxies. Their term of office shall be until the next annual meeting of members or until a successor has been elected.
Found some more information for ya’ll to ponder … This is from Texas Law
Sec. 22.212. VACANCY. (a) Unless otherwise provided by the certificate of formation or bylaws of the corporation, a vacancy in the board of directors of a corporation shall be filled by the affirmative vote of the majority of the remaining directors, regardless of whether that majority is less than a quorum. A director elected to fill a vacancy is elected for the unexpired term of the member’s predecessor in office.
(b) A vacancy in the board occurring because of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose. If a corporation has no members or has no members with the right to vote on the vacancy, the vacancy shall be filled as provided by the certificate of formation or bylaws.
Yes, it appears that our 4 remaining board members choose who they want to work with. Not knowing who got the next-most votes, I would hope that they start with that as their shortlist.
Marshall mentioned in his post that the person that got they next number of votes was Paul an Empire remember it was a fairly close boat like less than five votes separated him from the lowest person that got elected that would be by far the easiest thing to do and Mike more closely reflect people’s opinions at that time.
Not at all; we don’t have a bylaw requiring a new election when a vacancy happens like this.
The original post of this thread only applies when a term is expiring (i.e. the general elections, and a contingency for whatever reason those are postponed / ties / runoffs / whatever)
True. The bylaws only describe one way for a person to become a director. So you have to creatively read absence of a differing procedure to mean the Texas Law comes into play. Not a lawyer, don’t want to be (armchair or otherwise), but do collect lawyer jokes. Have you heard the one about …
It’s not a creative reading at all Bert. That’s what these provisions of the business code are for- to plug holes in by-laws (if you have them) and to tell you how to operate if you don’t.