How to reduce size of Board

[g40]

I am a new Board member of an statewide association of groups in the state. Board terms are staggered 3 year terms, with some Board members elected from specific areas and some at large from the whole state. Board elections are by mail ballot and are announced/effective at the annual meeting of members (each group is a 'member'). There is only the one annual meeting of members each year. Bylaw changes are voted on at the annual meeting by the members, upon the recommendation of bylaws changes from the Board. It appears that the Board will recommend/propose a reduction in the number of Board members to be acted on at the annual meeting to be held in the Spring of 2015. This will probably be approved - and I believe it makes sense. My guess (not 100% sure) is that most of the current Board will support it as well.

 

This is the dilemma I am trying to figure out as I review this proposal. Since the members (only at the annual meeting in 2015) approve bylaw changes and the bylaws specify the size of the board, as well as the election process, we must operate under the existing bylaws until changes are approved This includes elections to the existing Board. If the Board is reduced at the annual meeting, how/when can the Board be restructured and elections held under the new structure? It seems to me that the only way to do this is to have the bylaw changes provide for this transition and the full effect of this would not (and could not) be fully effective until the annual meeting of 2016. Does this make sense?

[Gary Novosielski]

Yes, that makes sense.  And you can do it by adopting a proviso that the change will go into effect at some specified future time.

 

It might also make sense to handle the bylaws amendment earlier in the meeting, if the rules allow, so that you would know exactly how many seats and what kind are up for election and what process to use before you're called upon to actually use it.

 

Unless otherwise provided for, the default is that bylaws changes take effect immediately.

[Rev Ed]

I guess there are two 'easy' ways to pass the By-law decreasing the number of directors and holding the election at the same meeting:

 

1)  Approve the Agenda with the By-law amendment prior to the election.

 

2)  If #1 is not an option (because of By-law requirements, for example), why not pass a motion to "Postpone the elections until after the By-law amendments."  In other words, use a motion to postpone to a definite time to allow for the By-law amendments are approved. 

 

If all assumes, of course, that the wording for the motion to approve the By-law amendments, or the requirements for By-law amendments per the By-laws themselves, allow for the By-law amendments to take effect immediately after their approval.

[Josh Martin]

I guess there are two 'easy' ways to pass the By-law decreasing the number of directors and holding the election at the same meeting:

 

1)  Approve the Agenda with the By-law amendment prior to the election.

 

2)  If #1 is not an option (because of By-law requirements, for example), why not pass a motion to "Postpone the elections until after the By-law amendments."  In other words, use a motion to postpone to a definite time to allow for the By-law amendments are approved. 

 

If all assumes, of course, that the wording for the motion to approve the By-law amendments, or the requirements for By-law amendments per the By-laws themselves, allow for the By-law amendments to take effect immediately after their approval.

 

I think the larger issue is that the board has staggered terms. Adopting the bylaw amendment prior to the election will certainly help, but I agree with Mr. Novosielski that a proviso will also be desirable. If the amendment took effect immediately, the next item of business would be kicking several people off the board.