Number of members on a Board of Directors

[Guest Faith]

Our bylaws state the following;

The Board of Directors shall consist of up to fifteen members including the elected officers, the past president, the book store managers, and Directors at Large. The Auditor, Committee Chairpersons, the Parliamentarian, the Historian and the Library Foundation Liaison shall act as non-voting advisors.

My question is, would the "non-voting advisors" be considered part of the 15 members, or in addition to?

Thanks for your help.

[Trina]

Non-voting people are not members in the world of RONR. Or, to put it another way, members can vote.

It is up to you to determine if some other language in the bylaws puts a different spin on the status of the non-voting advisors. Note that the sentence you quoted describes them as 'non-voting advisors' rather than as 'non-voting members.' The choice of words may be significant. See RONR (11th ed.) pp. 588-591 for some principles of bylaws interpretation which may be helpful (if the bylaws, read as a whole, are actually ambiguous in answering your question).

[jstackpo]

Also your "up to 15 members" is a bit of a problem. How do you tell when you have a vacancy? Who decides exactly how many directors you shall have? Is it proper to add more directors (up to 15 total of course) in the middle of the election cycle?

Better to set an exact number and try to live with it.

[Guest Edgar]

Also your "up to 15 members" is a bit of a problem.

As are those "non-voting advisors". What rights to they have (if any)? The right to attend board meetings? Make motions? Speak in debate? As noted, they're not even "non-voting members" (a class with problems of its own).

The bylaws should address this (and perhaps they do).