bylaws require BOD vacancy to be filled yet BOD won’t do it

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  • #376550
    Dace
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    Our bylaws say a BOD vacancy SHALL be filled but our current board says they don’t have to…and can wait 7 months until annual meeting. what can we do?

    #376594
    cascascassie
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    First, make sure to let your BOD know that your bylaws say this. Read through your bylaws to confirm that there are no other provisions that give your BOD the power to delay or forgo the vacancy filling. Violating the bylaws could be construed as a violation of the BOD’s fiduciary duty.

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