Directors so elected shall hold office until their successors are elected at an annual election.
Lawyer here. Is "so elected" in that first phrase a typo in how you wrote it here? Or a mistake in the bylaws? It seems like what they probably meant was, "so selected"? Because it's pretty clear this provision means that vacancies can be filled by the remaining Board and aren't in fact "elected." Eh, it probably doesn't matter anyway, because the intent seems pretty clear from the rest of it, I suppose.
This provision applies when there is a "vacancy" and I'm not sure there are current vacancies? Like, this provision doesn't address the situation of a Board Member announcing an intent to resign after the next election...
It seems like what's intended is that the person who fills a vacancy hold the position "until their successors are elected," meaning they fill the rest of that person's term? So that would probably mean 1/3 were always up for election after all? Unless I'm missing something.
p.s. It's pretty common for issues like this to crop up in initial bylaws/corporate org documents. There's always something ambiguous/missed, sigh.
no subject
Lawyer here. Is "so elected" in that first phrase a typo in how you wrote it here? Or a mistake in the bylaws? It seems like what they probably meant was, "so selected"? Because it's pretty clear this provision means that vacancies can be filled by the remaining Board and aren't in fact "elected." Eh, it probably doesn't matter anyway, because the intent seems pretty clear from the rest of it, I suppose.
This provision applies when there is a "vacancy" and I'm not sure there are current vacancies? Like, this provision doesn't address the situation of a Board Member announcing an intent to resign after the next election...
It seems like what's intended is that the person who fills a vacancy hold the position "until their successors are elected," meaning they fill the rest of that person's term? So that would probably mean 1/3 were always up for election after all? Unless I'm missing something.
p.s. It's pretty common for issues like this to crop up in initial bylaws/corporate org documents. There's always something ambiguous/missed, sigh.