More Director Elections

In addition to appointment/election of a Director to fill the Board of Directors vacancy created by GRACE’s decision to not have a representative on our Board of Directors for at least several months, there will be two other Director positions up for election by us unit owners at the annual unit owners meeting 12 November 2008. The three-year terms of Mike’s and Betty’s Director positions both end then. The elections at the 12 November 2008 annual meeting will determine who fills those Director positions for three more years--until the 2011 annual unit owners meeting (unless one or both of the people elected leave the position(s) before the three-year term ends). The terms of current Directors Jeff Taggart and Varsha Chandra run until the 2010 annual meeting.

Filling Director Vacancy

Paragraph B of Section 55.1-1940 of the Code of Virginia, and Section 6 of Article III of our bylaws, prescribe how the vacancy discussed in the previous posting shall be filled. Our bylaw says the vacancy “…shall be filled by a vote of a majority of the remaining Directors…” (which is consistent with the cited Code of Virginia paragraph).

(Our bylaws can be viewed by clicking on this link: http://www.marketstreetattowncenter.com/docs/BylawsV4.PDF )

However, there is an important disagreement between our bylaw and the Code of Virginia regarding how long such a Director appointed by the Board of Directors shall serve before that Director position shall be subject to election by vote of the unit owners. Our bylaw (apparently wrongly) states “Each person so elected shall be a member of the Board of Directors for the remainder of the term of the member being replaced.” (which in this case would be until the annual unit owners meeting in October 2009). But the Virginia law cited above states “Each person so elected shall serve until the next annual meeting of the unit owners' association at which time a successor shall be elected by a vote of the unit owners.” As explained in the “Legal Underpinning” posting on this blog 28 October 2007, Virginia law trumps our bylaw, so such an appointment by our Board of Directors should last only until our 12 November 2008 annual unit owners meeting. Unless GRACE then exercises its right to appoint a member of our Board of Directors, we unit owners--if the law is obeyed--will elect a successor at the 12 November 2008 annual unit owners meeting.