Unless the By-Laws give the board the authority to extend their own term – an unlikely event – then the By-Laws would need to be amended. Some governing documents provide the authority for the Board to amend the By-Laws, and many require a vote of the membership. Often a super-majority vote of approval is required. It would be advisable to amend the term going forward, and not attempt to retroactively provide an extended term for existing Board members.
If there is a vacancy on the Board, the organizational documents should be reviewed to determine the precise procedure required to fill the vacancy.
Levine & Montana
1019 Park Street – P.O. Box 668
Peekskill, New York 10566
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.
John Harris Gettinger, Esq.
Banks Shapiro Gettinger & Waldinger, LLP
118 N Bedford Rd
Mount Kisco, NY 10549-2553
Board member terms dictated by the by-laws. If there is a desire to change the terms of the board members, there is an amendment process that must be gone through giving the members of the association to ability to decide if the membership believes allowing longer terms is appropriate for the community.
I also sense from the question this community is having difficulty getting members to serve on the board, thus the reason for having terms extended. Keep in mind that as a corporation the association must continue to function.
In my practice, if a client is unable to get other members to run for the board, and more unfortunate, unable to achieve a quorum to have a vote for board members, I have suggested the current board members remain as holdovers until a new board is elected.A. Christopher Florio, Esq.
993 Lenox Drive
Lawrenceville, NJ 08648
Best solution would be to amend the by-laws to provide for three year terms instead of two. I would caution against having anyone serve on the board for a longer period than is allowed by the current by-laws, as any action the board takes with members who are not properly seated could be challenged as not valid. A shortage of board members is not an entirely uncommon scenario in community associations. But until the by-laws can be amended, the best course is to conduct business with the board members who were properly elected and whose terms have not expired, even if it is a smaller number than prescribed by the by-laws.Sean A. O’Connor, Esq.
Finkel Law Firm LLC
4000 Faber Place Drive, Suite 450
North Charleston, South Carolina 29405
I do not fully understand the question. Extending current board
members to three years will not give them more board members unless that
extension will prevent vacancies. Many times the bylaws provide that board
members shall serve for the designated period or until successors are
elected and qualified. That could provide the extension. Another
alternative is that bylaws often provide for the existing board to appoint
board members to fill vacancies.
Kenneth D. Roth, Esq.
Marchetti Law, P.C.
900 N.Kings Highway, Suite 306
Cherry Hill, NJ 08034
The language of the by-laws controls. Most by-laws also provide that a director serves until his successor is duly elected and qualified. If you hold an election and no one runs, and your by-laws have this provision, the existing director would continue to serve, until another election can be held. However, you can’t use this to language to avoid an election to keep people in office.Stephen Buschmann
Thrasher Buschmann & Voelkel PC
151 N. Delaware St.
Indianapolis IN 46204-2505
The question does not make sense as asked but let me try to answer what I think is being asked, which is how do we keep these people on the Board for a year longer than the term to which they have been elected. First, unless the Bylaws are amended, the term of office for an elected Director is two (2) years. However, i there is a vacancy, either because nobody is elected or a Director resigns during the term of office, then the vacancy can be filled using the procedure set forth in the Bylaws. That procedure is usually that the remaining Directors fill the vacancy for the remainder of the term (but check your Association’s Bylaws to be sure what they provide). So, for example, if you have an open 2-year position and nobody is elected to fill it, then it becomes a vacancy and is filled according to the Bylaws. The person filing the vacancy would serve until the end of the term (in 2 years) or could resign earlier if s/he wants (which would then leave the position vacant for the remaining year of the term).
Sara A. Austin
Austin Law Firm LLC
226 E. Market St.
York, PA 17403
If the by-laws for the association provide that board members are to serve two year terms, then to change that provision to three year terms would require an amendment of the by-laws. I recommend that you consult an attorney experienced in community association law to assist the board in this process.Patrick O’Dea
BNC Bank Corporate Center, Suite 300
Myrtle Beach SC 29577