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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?


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.

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