Board of Directors

[Guest Jennie]

Can we appoint more members to our board ? I am copying and pasting our bylaws to assist you in your answer.

 

ARTICLE IV – BOARD OF DIRECTORS

 

          1.       The management of all the affairs, property and business of the Foundation shall be vested in a Board of Directors consisting of five (5) persons, who have been a member of the Foundation for a period of at least one (1) year. The membership will nominate and elect the directors by a plurality vote of members present at said meeting. All directors shall be elected for two (2) year terms. In uneven years (i.e. 2001) three (3) directors will be elected; in even years (i.e. 2002) two (2) directors will be elected. Said election meeting is to be held in July of each year.

 

If the answer if yes can these appointed directors vote at our board of directors meetings?

 

Thank you for your time!

 

 

[Edgar Guest]

If you want to increase the size of your board you'll have to amend your bylaws.

[Gary Novosielski]

First of all, who is "we", who would be doing the appointing? 

 

Anyway, I don't see the word appoint in the text you quoted, but I do see the word elect.  

 

So, it looks as though you can elect more directors, as long as you don't go over five (5) of them--presuming that you are the "we" that you were asking about--and as long as you do it following the rules that you mentioned, at the annual July meeting, which means you've missed your chance this year.

 

Where are you getting the idea that you can appoint more?

[Guest Guest]

Sorry we meant the incumbent 5 board members that were elected.

[Timothy]

And while you're amending your bylaws, you should either replace "i.e." with "e.g." or strike out "(i.e. 2001)" and "(i.e. 2002)" completely. As written, the bylaws could actually be interpreted to mean that you can't elect anyone except during 2001 and 2002.

[Edgar Guest]

And get rid of the "one (1)", "two (2)", "three (3)", and "five (5)" nonsense. You're not writing checks.