Board not following bylaws

[Louise]

An organization (of which I am not a member) has discerned some problems with how it has been run.

 

Its bylaws require 7 members on the board, but they have been electing 9 as per their policy. However, for some reason, only the four officers have been meeting as a board.

 

Having the entire board begin to meet seems obvious, but what do they do with the extra two "elected" people? (The nine members - including the four officers - were elected to specific positions, although their bylaws do not specify any positions beyond the four officers and the three directors.)

 

To complicate this even further, a good portion of their board and membership do not seem to understand the importance of following their own bylaws.

 

Their newly elected president and vice president resigned due to concerns that they could be sued for negligence if they didn't start following the bylaws. A new president and vice president have not yet been elected because two of the board members didn't feel enough notice had been given to the membership to do so at the most recent meeting. (I would note that their bylaws do in fact allow for elections - in the case of a vacancy - to occur at the next meeting. It is only the AGM that requires seven days' notice.)

 

Are all of their elections null and void since they elected (once again) too many people? Or should they simply make two of the up-until-now elected positions into non-elected, non-board positions?

 

And if it turns out that the majority of neither the board nor the membership is concerned with following the bylaws, there really isn't much the remaining board and membership can do, is there? 

[Edgar Guest]

Are all of their elections null and void since they elected (once again) too many people? Or should they simply make two of the up-until-now elected positions into non-elected, non-board positions?

I'd say that the two most recently elected board members (who are not otherwise officers) are not legitimate members of the board. A point of order to that effect should be made at the next meeting (of the general membership). A non-elected, non-board "position" is just another word for "guest" and the board can invite all the guests it wants.

 

And if it turns out that the majority of neither the board nor the membership is concerned with following the bylaws, there really isn't much the remaining board and membership can do, is there?

 

Short of going outside the organization (e.g. taking the organization to court), no.

[Gary c Tesser]

ANd where have you been all this time, young lady?!??

[Louise]

I'd say that the two most recently elected board members (who are not otherwise officers) are not legitimate members of the board. A point of order to that effect should be made at the next meeting (of the general membership). A non-elected, non-board "position" is just another word for "guest" and the board can invite all the guests it wants.

 

Thank you. (And yes, I am clear on that someone in a non-elected, non-board position is absolutely not a member of the board.)

 

 Short of going outside the organization (e.g. taking the organization to court), no.

Thank you for confirming my thoughts on this.

 

ANd where have you been all this time, young lady?!??

Yikes! You found me! (Insert sorely lacking blushing emoticon here)

 

I was hoping to sneak in and out quietly before anyone had noticed. Drat.

 

I've been busy with work, home, volunteer stuff, and dying friends.

 

But hopefully life will be a bit less crazy and stressful now.