Resolutions

[Rita Mauro]

Our Board revised the Bylaws last year to allow for additional seats to be opened (maximum of 25) in the incident they wanted to place a good candidate on the Board, prior to the Annual Meeting. This past year, one additional position was opened by Resolution the 21st position). The stated term of this position was one year. Some have the understanding that after the term ends, the 21st position is automatically closed, btu the Bylaws specifically states that the new position opened by Resolution must be filled at the next Annual Meeting. If the Board wishes to close the 21st position, doesn't that take another Resolution?

[Larry Cisar]

Without reading your entire set of bylaws, it impossible to know. Recommend that you find a parliamentarian in your area to help you. Contact either NAP and/or AIP to find one.

[Trina]

Our Board revised the Bylaws last year to allow for additional seats to be opened (maximum of 25) in the incident they wanted to place a good candidate on the Board, prior to the Annual Meeting. This past year, one additional position was opened by Resolution the 21st position). The stated term of this position was one year. Some have the understanding that after the term ends, the 21st position is automatically closed, btu the Bylaws specifically states that the new position opened by Resolution must be filled at the next Annual Meeting. If the Board wishes to close the 21st position, doesn't that take another Resolution?

One assumes the Board had the authority to amend the bylaws (usually -- but not always -- only the general membership has that authority)?

So, the bylaws allow the Board to open a new position and then fill that new position without the intervention of the general membership; however, the bylaws also say that the new position must be filled at the next AGM? It seems unlikely that the Board can just vote the recently created position out of existence again, but -- as Mr. Cisar stated -- it is impossible to know without looking at the bylaws.

For some principles of bylaws interpretation, see RONR (11th ed.) pp. 588-591. Interpretation of ambiguous language in the bylaws is the job of the organization.