[Board] Eight of Nine

Jo Cook jocook at astuntechnology.com
Tue Feb 7 06:52:28 PST 2012

That's my reading of the by-laws too. Personally I'm strongly in favour of holding a special election, as it's the most open and fair approach. Who knows, we might get nominations from a more geographically diverse set of candidates this time. Lead-in times will presumably need to be quite short but it should be achievable.


On 7 Feb 2012, at 03:40, "Michael P. Gerlek" <mpg at flaxen.com> wrote:

> Jo, when you get home and caught up, can you pls send us a note about what the bylaws say about replacing a resigned board member?  My quick look shows this to be the relevant bit:
>> Section 3.7. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in 
>> the authorized number 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. If there is more than one class of members, vacancies of 
>> directorships elected by such class may be filled by a majority of the directors elected by such class 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.
> So I guess we can appoint someone, hold a special election, or possibly just run with only eight until the next election cycle?
> The next election is several months way and we have much work to do, so I don't think we should operate at less than full strength.  I have someone new in mind that I might consider nominating, but it also might make sense to appoint the runner-up from the candidates in the 2011 election?  (I've deliberately not looked back in the wiki to see who was in the running on that election, so as not to influence myself one way or the other.)
> Thoughts?
> -mpg
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