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Conference 7.286::dcu

Title:DCU
Notice:1996 BoD Election results in 1004
Moderator:CPEEDY::BRADLEY
Created:Sat Feb 07 1987
Last Modified:Fri Jun 06 1997
Last Successful Update:Fri Jun 06 1997
Number of topics:1041
Total number of notes:18759

821.0. "Less than a full board?" by PACKED::COLLIS::JACKSON (Live freed or live a slave to sin) Wed Apr 27 1994 11:26

The decision has been made to hold a new election.

However, three board positions are expiring at the
end of this month (correct?)  In other words, Phil,
Lisa and Paul are no longer board members of DEFCU
as of 2 years from when they started.  Or are they?

It seems to me that clarification is needed on this
issue.  What happens when a term expires and there is
no one elected to fill it.  If this covered in the
Bylaws?  Does the Board work short-handed for a
while?  What about the candidates (and they were all
candidates in this election) who did nothing wrong
and are penalized from being on the Board because of
these "improprieties" when they were going to be
elected?

Seems like a can of worms to me.

Collis
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821.1status quoCVG::THOMPSONAn AlphaGeneration NoterWed Apr 27 1994 14:0521
    From the by laws as posted in topic 3.

>Section 2. Regular terms of office for directors shall be
>for periods of either 2 or 3 years as the board shall
>determine: Provided, however, That all regular terms shall
>be for the same number of years and until the election and
>qualification of successors. The regular terms shall be so
>fixed at the beginning, or upon any increase or decrease in
>the number of directors, that approximately an equal number
>of regular terms shall expire at each annual meeting.

    Note the phrase "and until the election and qualification of
    successors." This is fairly standard boilerplate and is designed to
    cover situations where an election is delayed or other "bad things"
    happen. So I believe that sitting members of the Board hold onto
    their seats until the Annual Meeting. Now if the seats were 
    declared vacant the remaining members of the Board could appoint
    replacements. I'd just as soon see people stay where they are for
    right now.

    			Alfred
821.2TOOK::DELBALSOI (spade) my (dog face)Wed Apr 27 1994 14:328
re: .-1, Alfred 

> I'd just as soon see people stay where they are for right now.

Yes. Given the makeup of the remaining board, I'm sure we'd end up with
some jim-dandy appointments if it came to that.

-Jack
821.3PACKED::COLLIS::JACKSONLive freed or live a slave to sinWed Apr 27 1994 14:564
Thanks, Alfred, for doing a little bit of legwork
for me.  I'm glad the Bylaws deal with this.

Collis