Louise Posted August 29, 2012 at 03:01 PM Report Share Posted August 29, 2012 at 03:01 PM So as we gear up for our bylaws meeting, a fellow member has strongly suggested that we must have range for the number of Directors that is called for in our Bylaws.For the last several years, that number has been eight (plus four Officers). This member is insisting that if our bylaws say "eight" and we don't have eight, then the Board can't meet.My thought is that this idea seems to be a bit wrongheaded, as isn't that what having a "vacancy" is? If we have a range (say "The Board consists of four officers and 3 to 8 directors"), how will we know if we even *have* a vacancy?On the other hand, the idea of having more flexiblity in terms of the number of Board members required is attractive (even if it's not necessary). Sometimes I think 12 people on a Board is a bit many... Link to comment Share on other sites More sharing options...
tctheatc Posted August 29, 2012 at 03:10 PM Report Share Posted August 29, 2012 at 03:10 PM Ask the fellow member for a reference supporting his assertion.As long as you have a quorum the board should be able to meet. Link to comment Share on other sites More sharing options...
Guest Louise Posted August 29, 2012 at 03:38 PM Report Share Posted August 29, 2012 at 03:38 PM That's kinda what I thought.Thank you, Mr. TC. Link to comment Share on other sites More sharing options...
g40 Posted August 29, 2012 at 08:08 PM Report Share Posted August 29, 2012 at 08:08 PM I think (correct me if I am wrong) you are asking two questions.First, if the bylaws say a specific number, can you have vacancies and still meet? Yes, as long as you have a quorum. The bylaws should provide for filling any such vacancies, in my opinion. Note that there is a distinction (for a quorum) between a majority of board members and a majority of board positions. Your bylaws should probably derfine which is applicable for your organization.Second, should you have a range of board members in the bylaws (instead of a specific number? That is up to your organization and any superior rules, etc. under which you might operate (government statutes, government rules, rules of superior organizations you are a part of or affiliated with, etc.) Link to comment Share on other sites More sharing options...
Louise Posted August 29, 2012 at 08:34 PM Author Report Share Posted August 29, 2012 at 08:34 PM I think (correct me if I am wrong) you are asking two questions.First, if the bylaws say a specific number, can you have vacancies and still meet? Yes, as long as you have a quorum. The bylaws should provide for filling any such vacancies, in my opinion. Note that there is a distinction (for a quorum) between a majority of board members and a majority of board positions. Your bylaws should probably derfine which is applicable for your organization.Right. Currently that number is '7', since that would be a majority of Board members should every position be filled. The propsed bylaws have it worded as "a majority of the members of the Board".Interestingly, our current bylaws have no provision for the filling of Board vacancies (although the proposed bylaws certainly do).Second, should you have a range of board members in the bylaws (instead of a specific number? That is up to your organization and any superior rules, etc. under which you might operate (government statutes, government rules, rules of superior organizations you are a part of or affiliated with, etc.)I am not aware of any superior rules that would dictate it (although I will ask the concerned member if he knows something that I don't). That's why I thought perhaps it was a "Robert's Rule" of which I was unaware. (Lord knows there's a multitude of those! I'm trying to get up to speed as quickly as possible, but in the case of RONR, I'm thinking it's practice that will make perfect...)I *am* still curious as to what would constitute a "vacancy" if an organization's bylaws allow for a range of Board members. Clearly if they do not have the minimum number, there's a vacancy, but otherwise it seems to me that it would be rather unclear. Link to comment Share on other sites More sharing options...
Dan Honemann Posted August 29, 2012 at 08:59 PM Report Share Posted August 29, 2012 at 08:59 PM I *am* still curious as to what would constitute a "vacancy" if an organization's bylaws allow for a range of Board members. Clearly if they do not have the minimum number, there's a vacancy, but otherwise it seems to me that it would be rather unclear.There should be no problem at all.In those instances in which an organization's bylaws allow for a range in the number of board members, the membership decides how many board members there will be (within the limits allowed). If the bylaws provide for any number between 10 and 20, and the membership decides that there will be 15, then it's 15. Link to comment Share on other sites More sharing options...
Louise Posted August 29, 2012 at 09:40 PM Author Report Share Posted August 29, 2012 at 09:40 PM There should be no problem at all.In those instances in which an organization's bylaws allow for a range in the number of board members, the membership decides how many board members there will be (within the limits allowed). If the bylaws provide for any number between 10 and 20, and the membership decides that there will be 15, then it's 15.Okay, that makes sense. Thank you, Mr. Honemann.Must the membership decide in advance of elections how many Board members there will/should be, or do they "decide" by virtue of how many people end up being elected to the Board (within the prescribed limits)? Or is this an either/or situtation? Link to comment Share on other sites More sharing options...
Dan Honemann Posted August 29, 2012 at 09:44 PM Report Share Posted August 29, 2012 at 09:44 PM Okay, that makes sense. Thank you, Mr. Honemann.Must the membership decide in advance of elections how many Board members there will/should be, or do they "decide" by virtue of how many people end up being elected to the Board (within the prescribed limits)? Or is this an either/or situtation?They should decide how many board members there will be before proceeding to the election of board members. Link to comment Share on other sites More sharing options...
Louise Posted August 29, 2012 at 09:53 PM Author Report Share Posted August 29, 2012 at 09:53 PM They should decide how many board members there will be before proceeding to the election of board members.Then that is probably something that should be decided at each Annual Meeting for the following year, I would think, so that the Nominating Committee can be given proper direction in terms of finding a sufficient number of candidates, correct? (And I thank you for your patience with my questions.) Link to comment Share on other sites More sharing options...
Dan Honemann Posted August 29, 2012 at 10:20 PM Report Share Posted August 29, 2012 at 10:20 PM Then that is probably something that should be decided at each Annual Meeting for the following year, I would think, so that the Nominating Committee can be given proper direction in terms of finding a sufficient number of candidates, correct? (And I thank you for your patience with my questions.)I see no particular need to make a decision annually. The membership can set a number which will remain in effect until they decide to change it. Link to comment Share on other sites More sharing options...
Louise Posted August 29, 2012 at 10:47 PM Author Report Share Posted August 29, 2012 at 10:47 PM I see no particular need to make a decision annually. The membership can set a number which will remain in effect until they decide to change it.Well, that's easy. Thank you again! Link to comment Share on other sites More sharing options...
Guest Edgar Posted August 30, 2012 at 12:10 AM Report Share Posted August 30, 2012 at 12:10 AM They should decide how many board members there will be before proceeding to the election of board members.But what if they don't do what they should do?It's been known to happen. Link to comment Share on other sites More sharing options...
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