Looks like we need another election

If I am reading this correctly … we need to schedule a board election …

Section 2.1 Board of Directors

  1. 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.

I suggest a Special Membership meeting …

EDIT: We had a board member resign today

I think perhaps we might also think about uping the number of board members to 7 or 9

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.

I found some information online as well… but seems it was inappropriate , apologies Draco

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Who is being a Troll? I’m trying to provide information … sorry you see that as trolling but you are aware that we had a board member resign today.

That being the case then I will withdraw my comment and apoligise

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Who resigned?

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https://talk.dallasmakerspace.org/t/stepping-down-as-director/59218/2
Marshall.
He shall be missed on the Board…

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Thanks, couldn’t agree more. I just finished reading his post. I hope he rallies and comes back refreshed when he’s ready to.

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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.

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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.

Stan said that as he mentioned it … Paul walked by and said “not me” and walked on.

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1,2,3… Not it. Lol

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quote=“Draco, post:3, topic:59227”]
Unless otherwise provided by the certificate of formation or bylaws of the corporation
[/quote]

Don’t overlook the first part of the sentence. Think it would take some creative reading of the by-laws to have the Texas Law provision be in effect.

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)

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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 …

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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.

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Just to make it official:

Not it!

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Activating dark money in 3,2,1…

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Next up with votes if the board goes that route is @Diplomat. Very curious to see what that brings.

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