Colin Fischer

Thanks Zev, It appears it's more simple than I thought it might be.

Hi all, I searched for related posts but did not find an answer. The board of directors I'm on adopted a resolution to approve proposed amendments to the bylaws to be submitted for a vote at our spring membership meeting. Notice of the proposed amendments was sent out to membership promptly. My question is: how should this motion be introduced at the membership meeting? As chair of the policy committee, I initially drafted the resolution and proposed it to the board. Now that the board has adopted it, it's unclear to me if the proposal at the membership meeting will need to be made by me. Do I make motions for each amendment, draft a new resolution including all of the amendments for membership to vote on, or if since it was adopted by resolution of the board, should it be introduced differently? Thanks for helping me, this is the first time this organization has dealt with a formal resolution.

Hi Gary, I'm not personally anticipating this situation as something that will occur, just trying to conceive how it would play out if it did. A fellow board member brought up the scenario and wants to know how it would be handled. Sound advice on avoiding the scenario nonetheless, thank you.

Alright, thanks for walking me through it. I opened up my RONR to p. 444 and am studying.

Okay. So if there's a lack of candidates we may complete the election at the next general meeting and in the interim the board operates with a vacant seat. To clarify, the Bylaws provision below pertains strictly to situations in which a vacancy occurs mid-term when, for whatever cause, a previously elected director is no longer on the board? Thank you for taking the time to explain how this would be handled. As I said, we have not experienced this situation yet I would just like to be prepared for if it does occur.

It would be six months down the road. The official membership meeting is in Oct, where terms end and elections are held, then there's a meeting in April which is generally filled with reports.

Hello Mr. Mervosh, Good question. In the way I have perceived it, if an annual membership meeting is held and a seat remains vacant post-election, the primary cause of that vacant seat becomes the lack of candidates or willing nominees. This would make the prior cause of the seats vacancy irrelevant, as the seat has been open for an election cycle, thus rendering it's vacancy unattached to the former board member which filled the seat. Perhaps my interpretation is off. Although this is a Bylaws concern I do wonder if RONR may have language that might help to address this.

Our Bylaws state that: If the annual meeting occurs and there is a lack of candidates to fill the vacant spots ( lets say there are 3 directors off boarding and only 2 willing candidates), it seems that post annual meeting the remaining vacant seat exists due to lack of available candidates rather than expiration of term of office. In this interpretation, at any point after the annual member meeting in which the board is one seat short, the board may appoint a member to fill the vacant seat, as prescribed in the bylaws. Is my interpretation correct? I do not anticipate this occurring but I am entertaining what would happen if there were a shortage of candidates for board seats. Thank you for your thoughts

Thanks again Joshua. I will clarify the language in my clause as you've suggested. I am proposing it for the sake of continuity. I will go the route of proviso, I am not a proponent of ascribing more authority to the board than necessary. Gary, I appreciate your thoughts. There are intricacies and complexities specific to this organization which resulted in the drafting of these proposals to adequately address them, I am confident they will serve the association well. I agree that if no terms are specified all terms would end at each annual election/meeting. It is good to know that if no cap is set that membership can set a number. Thanks.

Joshua, thank you for your answer asserting it is not within the purview of the board. Someone advised that the mechanics could be left up to the board, in my understanding of parliamentary procedure I didn't think that was the case. I appreciate the confirmation. J.J., thank you for the proviso idea for how to handle the mechanics.

There’s an added complexity which I neglected to mention. There is currently no cap set for amount of board members. A bylaws amendment was previously adopted which inadvertently eliminated the cap on amount of board members, I am trying to clean up this Bylaws mess up. When this faulty amendment was on the floor, I motioned a proviso which allowed us to adhere to the previous bylaws that contained a cap on board members, for the duration of the meeting, allowing us to have an election. If the proviso had failed, all candidates would have been immediately “elected” as board members and we would currently have a 20+ person board of directors. I am proposing to set the amount of board members at 9, thus far a well-received suggestion among membership. Currently there are 11 directors, 6 of which terms will expire at our election this fall. Provided the Bylaws amendments are adopted which set a cap and term lengths, there will be 4 open seats, to make a total of 9. I need to figure out exactly how to implement the changes.

I serve on the board of a membership association. Membership elects a Board of directors to oversee governance. Board members currently serve 2 year terms, although I've discovered terms are set only by precedent - no governing document sets terms of office. At the spring assembly of members I am planning to propose (with proper notice) the following terms of office: "Directors shall be elected for terms of three years. The terms of office of the directors shall be staggered so that terms expire on a three-year cycle of 3-3-3." In the past, two year terms has had the effect of nearly half the directors off boarding at once, which has clear detrimental effects on the boards functionality. My hope is this will fix that issue and officially set terms of office. I am slightly shocked there are currently no official term lengths. My question is: do I need to include language on how we will implement the new term lengths or can the board later determine how the mechanics of the transition will work? If any of you have experienced such a transition or have ideas I'm curious how you might handle the implementation. I appreciate any thoughts.