Chapter 7 - § 7.8 • TERM OF OFFICE

• Jurisdiction: Colorado

§ 7.8 • TERM OF OFFICE

Under the CCIOA, governing board members take office on election.⁸⁵ The Act does not specify the term of office. Under the Nonprofit Corporation Act, the bylaws may state the terms of directors, but if they do not, then each director has a term of one year and may be elected for successive terms, unless the bylaws provide otherwise.⁸⁶ Ordinarily, the bylaws establish a term of either two or three years. The terms of the initial directors expire at the first meeting at which directors are elected or appointed, unless the bylaws provide otherwise.⁸⁷ If the number of directors is decreased or the term of office shortened, it does not reduce the term of an incumbent director.⁸⁸ The term of a director filling a vacancy expires at the end of the unexpired term that director is filling, unless the bylaws provide otherwise.⁸⁹ Even though a director's term expires, that director continues to serve until his or her successor is elected, appointed, or designated and qualifies, or until there is a decrease in the number of directors.⁹⁰ The bylaws are allowed to provide for staggering terms of directors by dividing the total number of directors into any number of groups.⁹¹ Bylaws commonly do provide for terms to be staggered so that a board will have at least some experienced directors.

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Notes:

^[85] C.R.S. § 38-33.3-303(7).

^[86] C.R.S. § 7-128-105(1). See also C.R.S. § 38-33.3-306(1)(c) (in addition to complying with Nonprofit Corporation Act, bylaws must provide terms of office of executive board members).

^[87] C.R.S. § 7-128-105(2).

^[88] C.R.S. § 7-128-105(3).

^[89] C.R.S. § 7-128-105(4).

^[90] C.R.S. § 7-128-105(5). The principle that a director continues in office until a successor is qualified and elected is known as the "holdover board member" doctrine. In a Washington case, the doctrine was incorporated in the association bylaws. The court said that when the association held elections each year, attempting, but failing, to obtain a quorum of its members to elect directors, it was a proper interpretation and application of the doctrine for the sitting board to nominate and appoint members to maintain a functional board. Parker Estates Homeowners Ass'n v. Pattison, 391 P.3d 481, 488 (Wash. Ct. App. 2016). Compare McGee v. Patterson, 746 S.E.2d 719 (Ga. Ct. App. 2013) (where association allegedly failed to hold elections and claimed...