questions regarding newly elected board

[Guest jonah_the_confused]

this is a two part question:

1) our bylaws state that our board must consist of "no fewer than 4 members, and no greater than 8". Starting this next term, we have only 3 members to begin. How does this work to recruit new members to the board?

and

2) Does the new board commence immediately following the AGM at which it was appointed? Or does it begin at the beginning of the next fiscal year? Our bylaws have nothing written on this. (our AGM occured 3 weeks before the end of our fiscal year)

thank you!

[Josh Martin]

1) our bylaws state that our board must consist of "no fewer than 4 members, and no greater than 8". Starting this next term, we have only 3 members to begin. How does this work to recruit new members to the board?

It is up to your own organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. RONR doesn't deal with variable sizes of boards.

But let's see if I can help a little. In a normal society, the Bylaws would just say something like "The board shall have four members." If the general membership only elected three, that would be an incomplete election, and the election would need to be completed at another meeting of the general membership. An adjourned meeting should be set up for such a purpose, but often assemblies fail to do this. It will be up to your organization to interpret how these principles apply to your customized rules.

2) Does the new board commence immediately following the AGM at which it was appointed? Or does it begin at the beginning of the next fiscal year? Our bylaws have nothing written on this. (our AGM occured 3 weeks before the end of our fiscal year)

Neither. Unless the Bylaws state otherwise, the new board members take office immediately upon election.

[Guest jonah_the_confused]

thank you for your answers! I should clarify: at our recent AGM, 6 members of the board were present, 2 were not, due to resignations. 2 of those members finished their terms, and had stated at the AGM that they were not returning for a second term. Sadly, no new members accepted nomination to the board. The remaining board members have met, and moved forward with new topics pertinent to our next season. Now the members who have finished their terms are stating that their terms are not over until the end of the fiscal year, and therefore, they can call a special meeting (one is the past president) and participate in decisions that they will not have a hand in following through on (as the fiscal year ends at the end of this month). Our by laws do not state that board members hold office until the end of the fiscal year. So I'm confused on how they feel that they are still board members after stating that they are not staying a 2nd term?

thanks

jonah

[Josh Martin]

So I'm confused on how they feel that they are still board members after stating that they are not staying a 2nd term?

Beats me. You'll have to ask them where they got the "fiscal year" idea. It isn't from RONR.