Shapiro Gettinger Waldinger & Monteleone, LLP
Call now to begin a consultation
914-595-1468
  • Facebook
  • Twitter
  • Linked In
  • Google Plus

QUESTION/ANSWER BY JOHN H. GETTINGER, ESQ.

Question:

We do not have enough boardmembers. Our by-laws say two years - but we want to extend two board members to three years. How are these board members limited?

Answer:

If your by-laws provide for two-year terms for board members and you want to change this, you need to amend your by-laws to provide otherwise. It would be a good idea to have your by-laws provide for staggered terms so that the entire board does not change over each year. Typically, an amendment to the by-laws requires a vote of 66 2/3rds of the membership.

However, unless your by-laws prohibit directors from serving one or more consecutive terms (which is not typical), your current board members may be re-elected by the membership to serve an additional two-year term. Of course, these board members can resign if they only want to serve for one additional year. Moreover, typical by-laws provide that board members serve for the stipulated term and, thereafter, until their successors have been duly elected and qualified. As such, even if you do not have a quorum at your membership meeting to re-elect the current board members for an additional term, the current board members can continue to serve on the board until their successors have been duly elected and qualified.

No Comments

Leave a comment
Comment Information