Cleveland, OH asked in Business Law and Real Estate Law for Florida

Q: Board of Directors Staggered Terms

Our association Bylaws call for staggered terms of Board members. 3 members with most votes get 3 year term, 2 members with with next most votes get 2 years and finally the 2 least votes serve one year term. My question is this.

Can an elected board member that received the least votes and is therefore expected to serve a one year term allowed to switch their term (votes) with a Board member who was elected by the Association membership to fulfill a 3 year term? I have to believe that this practice would certainly circumvent the will of the people but I would like to make certain before correcting the board publicly.

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1 Lawyer Answer

A: That's impossible to answer without reading the Articles of Incorporation and the Bylaws. Generally, these provisions apply to initial terms and then directors serve three year terms following the next election so that the terms are always staggered. If you are not sure of the language in the documents, you would need a lawyer to review them.

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