[Board] How to replace Jo?

Michael P. Gerlek mpg at flaxen.com
Fri Aug 10 08:48:37 PDT 2012

Our bylaws state in section 3.7 that

> Any vacancy occurring in the Board of Directors, ..., may be filled by the affirmative vote of a majority of the remaining
> directors though less than a quorum of the Board of Directors or by a sole remaining director. … A director elected to
> fill a vacancy shall hold office only until the next election of directors by the members.

We chose not to invoke this clause when Jeff McKenna quit earlier this year, but I think we need to invoke it now to cover the next two years.

However, as the election is not yet complete, we are in an interesting position: if the 7 remaining members were to act now to fill the vacancy, that appointment would only last until the election is complete -- 48 hours :-)

I think the wisest course would be to do nothing right now, and then have the new board of 8 act to fill the void. I would want to make a motion at that time that we appoint whoever the runner up was, but as CRO I'm potentially biased since I would know who that person would be. I would probably want to abstain from voting on that motion.

[note: with Arnulf, I'm recording the votes this week as they come in - but I honestly haven't looked to see who's got how many votes -- I'm just concerned with making sure we record the data correctly.]

Which brings another point up. In section 3.5 it says 

> At the first annual meeting of members and at each annual meeting thereafter, the members shall elect directors to hold
> office until the next succeeding annual meeting. Each director shall hold office for the term for which he or she is elected
> and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal or death.

We already decided to let the new board decide what to do about the 2013 annual meeting -- but the new board won't exist until that meeting occurs.


At what point do the new Board members take over? And at what point do we get a new chair? Do we wait for the September meeting?


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