Legal Question in Business Law in Virginia

Re: Non-Profit Board of Directors

This should be spelled out in the Articles of Incorporation or ByLaws. Procedures for replacing members of the Board of Directors would be the same as for re-appointing them.

If there is no procedure spelled out in the Bylaws or Articles of Incorporation, you have a bit of a problem. ALthough the non-profit should adopt revised Bylaws, if their terms have already expired that's a tough situation. Who is going to approve the revisions to the Bylaws? The original incorporator would have significant authority, but I think after the Board has already served the incorporator probably no longer has any authority (except perhaps to say that through a clerical error the procedure was left out and present a corrected version... maybe... just thinking...)

I think it is fair to say that it was intended for the non-profit to have a Board of Directors (mandatory, actually) and if the procedure was omitted a reasonable procedure may be implied.

Notice what I am saying: If the Bylaws or Articles identify a procedure that procedure MUST be followed.

But if no procedure was spelled out, because this is a mandatory function without which the foundation cannot function at all, it might be assumed that a reasonable method was implied, which is normal and typical for foundations in general.

Frankly, I don't know what that is, although I would think that normally the Board would vote on reappointing or replacing an expiring Board member. That is why the terms should be "staggered" so that they do not all expire at the same time.