Electing full complement of directors

[William Kennedy]

• Our Bylaws allow for the election of between 12-21 directors
• Only 17 were elected at the last AGM, the number included in the nominating committee's report

 

Question:

 

If the same or similar situation were to arise at the next AGM, would the general membership, by additional nominations from the floor, nonetheless be able to elect the maximum number of directors allowed?

 

[Dan Honemann]

 

• Our Bylaws allow for the election of between 12-21 directors
• Only 17 were elected at the last AGM, the number included in the nominating committee's report

 

Question:

 

If the same or similar situation were to arise at the next AGM, would the general membership, by additional nominations from the floor, nonetheless be able to elect the maximum number of directors allowed?

 

 

Your organization will have to determine for itself what it should do in order to comply with its bylaws, but my own view of it is that the membership should first decide how many members it wants on its board (within the permitted range), and then proceed to the election of directors.

[Rev Ed]

Your organization will have to determine for itself what it should do in order to comply with its bylaws, but my own view of it is that the membership should first decide how many members it wants on its board (within the permitted range), and then proceed to the election of directors.

As long as the membership elects between 12 and 21 directors, it is complying with its own By-laws.  However, this means that the first 21 people nominated are very likely, in ordinary situations, to be elected as the Board can be comprised of up to 21 directors.

[Guest Edgar]

 . . . this means that the first 21 people nominated are very likely, in ordinary situations, to be elected . . . 

 

I'm not so sure . . . but I've been tripped up by this seemingly simple calculation more times that I care to admit.

[Dan Honemann]

 

• Our Bylaws allow for the election of between 12-21 directors
• Only 17 were elected at the last AGM, the number included in the nominating committee's report

 

Question:

 

If the same or similar situation were to arise at the next AGM, would the general membership, by additional nominations from the floor, nonetheless be able to elect the maximum number of directors allowed?

 

 

Based solely upon what has been posted, the short answer to this question is yes.

[Dan Honemann]

I'm not so sure . . . but I've been tripped up by this seemingly simple calculation more times that I care to admit.

 

There is no reason whatsoever to assume that the first 21 people nominated are very likely to be elected, but it's all irrelevant anyway.

[Rev Ed]

It is not irrelevant.  The By-laws of the organization allow for up to 21 directors, but a minimum of 12.  And unless a ballot vote is required, the first 21 people nominated are very likely to be elected by acclamation, as least in my experience.

[jstackpo]

As recommended back in #2, the society should adopt an initial resolution stating how many board members it wants to have.  If more than that number are nominated, then there will be a regular election.

 

The numerical range of board members is highly ambiguous and would best be amended out of the bylaws.

[William Kennedy]

Here is the Bylaw itself:

 

The number of Directors on the Board shall be fixed from time to time, until changed the Board shall be composed of a minimum of 12 and a maximum of 21, of whom a simple majority of Directors then in office shall constitute a quorum.

 

Although I stand to be corrected, I conclude that, as posited in the OP, if there are 17 nominees in the nominating committee's report, and additional nominations from the floor, an ensuing election will result in an increase in the actual number of directors to no more than 21.

[Dan Honemann]

Here is the Bylaw itself:

 

The number of Directors on the Board shall be fixed from time to time, until changed the Board shall be composed of a minimum of 12 and a maximum of 21, of whom a simple majority of Directors then in office shall constitute a quorum.

 

Although I stand to be corrected, I conclude that, as posited in the OP, if there are 17 nominees in the nominating committee's report, and additional nominations from the floor, an ensuing election will result in an increase in the actual number of directors to no more than 21.

 

Are you sure you have posted the exact wording and punctuation? If so, I don't think it makes any sense.

[William Kennedy]

Yes, unfortunately, Dan. The bylaws are full of this sort of thing. I shake my head constantly. I am alone in my concern about all of this.

[jstackpo]

We parliamentarians are a lonely lot.

[Josh Martin]

Here is the Bylaw itself:

 

The number of Directors on the Board shall be fixed from time to time, until changed the Board shall be composed of a minimum of 12 and a maximum of 21, of whom a simple majority of Directors then in office shall constitute a quorum.

 

Although I stand to be corrected, I conclude that, as posited in the OP, if there are 17 nominees in the nominating committee's report, and additional nominations from the floor, an ensuing election will result in an increase in the actual number of directors to no more than 21.

 

It will ultimately be up to your organization to interpret its poorly worded bylaws (see RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation), but I still think Dan has it right in Post #2. The organization should adopt a resolution to, as your bylaws say, fix the number of directors on the board, and the number must be between 12 and 21. The assembly should then proceed to elect that many directors. The assembly may certainly decide to have 21 directors if it wishes. Nominations from the floor are in order in any event.

 

Trying to just stick with a range is messy as it leaves too many unanswered questions. For instance, if only 12 members are elected after the first ballot, do you stop there, or do you hold a second round of balloting? If fewer than 21 directors are elected, are the remaining positions considered to be vacancies (which could be important if the board is authorized to fill vacancies)? Determining a set number of directors avoids these problems.

 

In the long run, of course, it would be best to amend your poorly worded bylaws.

[Gary Novosielski]

I can't intepret your bylaws for you, but I think a reasonable person might argue, from that passage, that the size of your board is, in fact, fixed, and it is now set to whatever it was fixed at the last time it was fixed.   It can be changed "from time to time" but it cannot be made less than 12 nor more than 21.

 

So that fits with what Dan suggested--first you (i.e., a majority of the assembly) fix the number at something in the range of 12-21, and then elect that many.

[William Kennedy]

This could be an issue at our AGM in two week's time. If, in the membership's wisdom, the number of directors is reduced, what becomes of the surplus directors? (Old posts never die!)

[George Mervosh]

This could be an issue at our AGM in two week's time. If, in the membership's wisdom, the number of directors is reduced, what becomes of the surplus directors? (Old posts never die!)

 

If they follow Mr. Honemann's advice (and any sane organization will follow his advice) and decide that there will be 15 members this year (as an example), and they proceed to elect those 15, that's that, and there is no surplus.  15 will be the number.

[Josh Martin]

This could be an issue at our AGM in two week's time. If, in the membership's wisdom, the number of directors is reduced, what becomes of the surplus directors? (Old posts never die!)

 

I don't understand why there would be "surplus" directors. There may well be more nominees than available positions, which simply means you'll need to have a real election for a change.

[William Kennedy]

The directors serve on a rotational basis for a three year term with a provision in the bylaw for a 1 year extension. In our case there will only be three vacancies to be filled at the AGM. However, if the number is fixed (to 9 for example) there will, in fact, be a surplus. What becomes of them?

[Dan Honemann]

The directors serve on a rotational basis for a three year term with a provision in the bylaw for a 1 year extension. In our case there will only be three vacancies to be filled at the AGM. However, if the number is fixed (to 9 for example) there will, in fact, be a surplus. What becomes of them?

 

Didn't you tell us that the minimum number was 12?

[William Kennedy]

You are correct. I misspoke. I should have said 12.

[Josh Martin]

The directors serve on a rotational basis for a three year term with a provision in the bylaw for a 1 year extension. In our case there will only be three vacancies to be filled at the AGM. However, if the number is fixed (to 9 for example) there will, in fact, be a surplus. What becomes of them?

 

Okay, now I understand the problem. It would seem that the best solution is for the membership to adopt a proviso to handle the transition. Exactly what that entails will be up to the membership.