Adding number of Board Members

[Guest T J Helm]

We have a Board of Directors of 5. The general membership whsh to increase it to 7. Our Bylays state 5- with no memtion on who can increase that number. However the bylaws to state the Board of Directors have the right to change the bylaws.

Can the membership at the annual meeting change it to 7 or any number?

Thanks

[Dan Honemann]

We have a Board of Directors of 5. The general membership whsh to increase it to 7. Our Bylays state 5- with no memtion on who can increase that number. However the bylaws to state the Board of Directors have the right to change the bylaws.

Can the membership at the annual meeting change it to 7 or any number?

Thanks

Such a change can be made only by an amendment to the bylaws.

[Trina]

We have a Board of Directors of 5. The general membership whsh to increase it to 7. Our Bylays state 5- with no memtion on who can increase that number. However the bylaws to state the Board of Directors have the right to change the bylaws.

Can the membership at the annual meeting change it to 7 or any number?

Thanks

Is your question whether the general membership also has authority to make amendments to the bylaws?

(As Mr. Honemann stated, the bylaws must be amended in order to change the number of directors.)

[Guest Guest]

That was fast, thanks!

Our bylaws state the Board can change the bylawys.. but says nothing about the memeberships ability to do so. Can they change the bylaws by voting to do so at a annual meeting?

Thanks again for your help.

[jstackpo]

I'd say, jumping in, that if the bylaws (really?) say nothing about the general membership amending bylaws, then the board has the exclusive right to do so.

[Trina]

I'd say, jumping in, that if the bylaws (really?) say nothing about the general membership amending bylaws, then the board has the exclusive right to do so.

Even if the bylaws (hypothetically) don't explicitly give the board 'exclusive' authority to amend the bylaws?

[jstackpo]

My "exclusive" argument, BTW (if anybody cares), is based on Bylaw Interpretation Principle #4, on p. 589-590.

So, answering Trina (#6) (in edit mode), yes. If there was no mention of amendments at all anywhere, then the association has the power. But Principle #4) rules out the association amending the bylaws since the power is given to the board ("authorizing certain things to be done that can be clearly done without authorization...")

[Trina]

My "exclusive" argument, BTW (if anybody cares), is based on Bylaw Interpretation Principle #4, on p. 589-590.

Yes, but... amending the bylaws is normally the prerogative of the general membership. Saying that the board is allowed to do something that the GM has authority over doesn't, by itself, mean that the GM then loses that authority. Isn't this the same 'how can exclusive authority be granted to the board' argument that's repeatedly been chewed over on this forum?

Also, on p. 590 ll. 1-5:

'There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited.' (emphasis added)

Having the board amend the bylaws is not in the category of things that can clearly be done without the authorization of the bylaws -- quite the contrary.

[Trina]

I'll admit that having two different assemblies in the organization with authority to do something as fundamental as amend the bylaws sounds problematic. At any time, one of the two could shut the other one out of the process entirely (by amending the bylaws to grant exclusive amendment authority to itself).

[jstackpo]

Let me try again.

Clearly (RONR, p. 581, l.4 ff.), bylaws can be amended by the general membership without any bylaw provisions or authorizations (as long as RONR is the adopted ParlAuth).

TJ's bylaws have a provision in their bylaws giving that power to the Board. Thus, it is presumed by Principle #4, TJ's society has "the intent ... to specify the things of the same class that may be done, all others being prohibited."

"All others being prohibited" would therefore prohibit any other body (i.e., the general membership) from amending the bylaws.

(I could be mis-reading the quasi-legal language there... Prof. Dan? Are you there? My slight self-doubt arises because I don't quite see how the example - p. 590 - really exemplifies the principle.)

[alanh49]

I believe the boards power to amend isexclusive (unless a higher rule that says otherwise) because the default rule (2/3 vote with notice / Majority of entire membership without) only applies when the bylaws contain no provision for their amendment.

[David A Foulkes]

TJ's bylaws have a provision in their bylaws giving that power to the Board. Thus, it is presumed by Principle #4, TJ's society has "the intent ... to specify the things of the same class that may be done, all others being prohibited."

"All others being prohibited" would therefore prohibit any other body (i.e., the general membership) from amending the bylaws.

I've always taken this section of Principle #4 to refer to the what, not the who. That is, if the society has among its rules a constitution, bylaws, standing rules and special rules of order, and the bylaws give the Board the authority to amend the bylaws, the "all others (of the same class) being prohibited" refers to the constitution, standing rules and special rules of order. They are the "things of the same class", and the Board is not empowered to amend those. The "others" does not refer to people, but "things of the same class." Thus, the membership retains not only the right to amend the constitution, standing rules and special rules of order, but also the bylaws, whereas the Board can amend only the bylaws.

Ll. 5-8, as an example, refers to the bylaws enumerating certain officers, and others (of the same class) cannot therefore be elected. It does not refer to who would be doing the electing, but what they would be electing (other officers).

Without having the exact language of TJ's bylaw ("can"?), it's difficult to know, but it sounds as if they allow the Board to also (along with the membership) amend the bylaws, unwise though that might be as Trina pointed out.

[jstackpo]

Your argument may be too broad.

If the bylaws say the general membership can amend bylaws, that does not give the Board authority to do so. No problem there. Board can only "do" what bylaws say.

But you are saying giving the Board authority (while not mentioning the gen-mem) still leaves the gen-mem as able to amend bylaws.

Seems asymmetric, somehow.

[Trina]

Your argument may be too broad.

If the bylaws say the general membership can amend bylaws, that does not give the Board authority to do so. No problem there. Board can only "do" what bylaws say.

But you are saying giving the Board authority (while not mentioning the gen-mem) still leaves the gen-mem as able to amend bylaws.

Seems asymmetric, somehow.

But some asymmetry is to be expected, simply because of the fact that the general membership and the board are not equal parties off the starting line -- the general membership starts out (and generally remains) the superior body.