Board making up the rules as they go

[Guest Gary Mills]

Our association recently nominated members for officer and board positions. Our current board consists of five people. Of the five, four were not nominated again. All Directors under our bylaws "shall hold office until the annual meeting of the shareholders next succeeding his election, until his successor is elected, qualified, or until his prior death, resignation, or removal." All five Board memebers were elected at last year's annual meeting and their terms expire next month.

However, these same four Directors who were not renominated and who constitute a majority of the Board stated in an email to the President that:

The BOD has also made the decision to go with XXX’s recommendation which was agreed to last year in staggering the term of the BOD members. This effort will provide stability within our group in the event there is a complete turnover of officers and board members. Therefore the Board will have 2 seats up for election this year followed by 3 seats the following year. This pattern will continue to repeat in the future so that the process will continue to be transparent and open to yearly change and opportunity for all members, but still provide stability within the club.

Making each and every election completely open to all members and showing transparency in the process is critical to the association's future. It is important to a democratic system that the voice of the people be heard thus the reasoning behind our decision.

This email completely changes the bylaws which is within the Board's right but requires majority approval of the membership. Our annual meeting is next month. My position is this is a desperate attempt by the current Board to stay in power and if the motion passes it does not apply retroactively. Is this a correct line of thought or can the Board just change the length of term under whch they were elected?

[Chris Harrison]

<<snip>>

If the Membership must first approve the bylaw amendment prior to it becoming effective then the Membership has the final say on the subject. Whether the amendment would apply to the current election depends on when in the meeting the amendment is considered. If the amendment is considered before the Board seat elections then the current elections are impacted by it (and you all will have to figure out which 2 seats are up for election this year). If the amendment is considered after Board elections then it would not factor into this years elections because the elections are already dealt with. Also, even if the amendment is considered prior to the elections the Membership could adopt a proviso making the amendment come into effect at a future date (unless the bylaws grant the Membership approval powers but no power to modify the amendment). See RONR pp. 578-579.

[Gary c Tesser]

[snip] or until his prior death, [snip]

Death prior to what, his funeral?

[Guest Gary Mills]

Death prior to what, his funeral?

I didn't write them and as a whole they are a piece of sh** which is why we have a new, comprehensive set of bylaws written that will be voted on after the elections.

[Guest Gary Mills]

If the Membership must first approve the bylaw amendment prior to it becoming effective then the Membership has the final say on the subject. Whether the amendment would apply to the current election depends on when in the meeting the amendment is considered. If the amendment is considered before the Board seat elections then the current elections are impacted by it (and you all will have to figure out which 2 seats are up for election this year). If the amendment is considered after Board elections then it would not factor into this years elections because the elections are already dealt with. Also, even if the amendment is considered prior to the elections the Membership could adopt a proviso making the amendment come into effect at a future date (unless the bylaws grant the Membership approval powers but no power to modify the amendment). See RONR pp. 578-579.

A follow-up question based on your answer. If the amendment proposed to stagger the terms passes by majority vote of the membership without amendment prior to the voting for the BOD, would the change affect the current Board members terms or the ones that are voted in at the election?

[Chris Harrison]

A follow-up question based on your answer. If the amendment proposed to stagger the terms passes by majority vote of the membership without amendment prior to the voting for the BOD, would the change affect the current Board members terms or the ones that are voted in at the election?

Both because at that point you all would need to decide which of them are up for election that meeting.