Question:
If a board member term is expired, can they be appointed to a open position? Ie. A board member resigned from their post in the middle of there term. Can a board member, now that their term has expired be put in place of the resigning board member now that we’ve began a new fiscal year?
– Christina
Answer:
Hi Christina,
Section 23-17-12-5 of the Indiana Nonprofit Corporation Act states the following:
“(a) Articles of incorporation or bylaws must specify the terms of directors. Except for designated or appointed directors, the term of a director may not exceed five (5) years. In the absence of a term specified in articles of incorporation or bylaws, the term of a director is one (1) year. Directors may be elected for successive terms.
(b) Subject to sections 8 through 11 of this chapter, a decrease in the number of directors or term of office does not shorten an incumbent director’s term.
(c) Except as provided in articles of incorporation or bylaws:
(1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2) the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.
(d) Despite the expiration of a director’s term, the director continues to serve until:
(1) a successor is elected, designated, or appointed and qualifies; or
(2) there is a decrease in the number of directors.”
If your HOA is organized as a nonprofit corporation, this section applies to you. However, you should also check your HOA’s bylaws for guidance.
Disclaimer: We are not lawyers. The information provided on this website does not constitute legal advice.
