Guest Nick Posted September 28, 2014 at 03:41 AM Report Share Posted September 28, 2014 at 03:41 AM Recently, most of the membership resigned and the entire board as well. We're left with just a handful of members.Upon reviewing our governing documents, our Charter (articles of incorporation) states (paraphrasing here...) there should be 3 trustees with full voting power and the membership has no voting power. When a trustee resigns, removed from position, or passes away the remaining trustees shall elect a replacement. However, all of the trustees are dead - have been for years - and the membership has been the deciding vote on all issues...... There is no procedure for filling these vacancies when all three are vacated.Any tips on amending the charter to state the membership has full control and get rid of the trustee positions?Thanks! Link to comment Share on other sites More sharing options...
Richard Brown Posted September 28, 2014 at 06:02 AM Report Share Posted September 28, 2014 at 06:02 AM You said "most of the membership resigned and the entire board did as well. We're left with just a handful of members" Then you say that your charter says you shall have three trustees, but they are all dead and have been dead for years. So, what is your governing structure? Are there two "boards"? Or is this "board" that you refer to actually "The Board of Trustees"? If the latter, how did the members who resigned from the board get on the board in the first place? Do the trustees essentially serve "for life", with no elections? Is that permissible under your corporation laws? If they are two different boards, what kind of board do you have and what role does this board play vs the role of the three trustees? How were the original three trustees selected? If there is a separate "Board", how were the members of the Board selected? Does the general membership not do anything? Does it elect anybody for anything? Who has the power to amend the articles of incorporation? Do you have any officers? If so, how are they chosen? What do your bylaws say about your governing structure and how the members of the board(s) are selected? I'm afraid I have more questions than answers at the moment. Can you try to elaborate and clear things up for us a bit? Link to comment Share on other sites More sharing options...
Transpower Posted September 28, 2014 at 12:21 PM Report Share Posted September 28, 2014 at 12:21 PM If I understand your rules correctly, the handful of members remaining should elect the three trustees. After that, the trustees will have to obtain the services of a lawyer to revise your corporate charter; a parliamentarian can then assist you in revising your bylaws--to eliminate the position of "trustee"--if that's what you want to do. Link to comment Share on other sites More sharing options...
Edgar Guest Posted September 28, 2014 at 01:24 PM Report Share Posted September 28, 2014 at 01:24 PM . . . the membership has no voting power. However, all of the trustees are dead - have been for years - and the membership has been the deciding vote on all issues...... So your trustee "problem" seems to have been solved. You don't want trustees and you can't elect trustees. Yet you can (apparently) make decisions on all (other) issues. Link to comment Share on other sites More sharing options...
Guest Nick Posted September 28, 2014 at 02:05 PM Report Share Posted September 28, 2014 at 02:05 PM The trustees were selected when the organization was formed in the 50s and each time a vacancy occurred, the remaining trustees appointed someone from membership to serve.I can't tell you who or when the last trustee was or their death, i just know the bylaws (since at least 2006) have been a contradiction to the charter - saying the membership has final say on every issue, giving members full voting rights, etc. According to the Charter, this isnt to be.When I say Board, I'm referring to our Board of Directors (four officers and two at large directors. I can tell you all how thinga have been done over thr last few yeara, but they are not in accordance with the Charter. They've amended the bylaws and house rules to allow things the charter does not. We want to amend the charter and get rid of this outdated trustee "policy" - so to speak.It defeats the purpose of having members, and most members want to be able to vote and feel they have a standing in their organization. Link to comment Share on other sites More sharing options...
jstackpo Posted September 28, 2014 at 02:23 PM Report Share Posted September 28, 2014 at 02:23 PM Your gonna have to dig into the Charter to see how it says it can be amended - the bylaws can't "amend" the charter since the latter (as you realize) is the "higher" (p. 11) document. (Unless the charter says so.) You may have to obtain legal assistance if the charter's rules can't be followed (because there are no trustees to do it, perhaps). That sort of problem goes beyond the scope of this B-Board (although it could be interesting...). Link to comment Share on other sites More sharing options...
Guest Nick Posted September 28, 2014 at 03:55 PM Report Share Posted September 28, 2014 at 03:55 PM I'll do some more digging and get back to yall, because you're right, this could be interesting, JDStackpole! Link to comment Share on other sites More sharing options...
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