Guest Reginald Campbell Posted May 18, 2015 at 06:39 AM Report Share Posted May 18, 2015 at 06:39 AM Is the below scenario legitimate? Original Board of five (5) directors voted that their terms on the board are indefinite and that other directors would be added with a term not exceeding two years which was added to the bylaws. Six months after that was approved the board added four (4) additional directors. Immediately after the four (4) were added, a motion was made to make the additional four (4) terms indefinite of which eight (8) voted yes and one (1) voted no. Link to comment Share on other sites More sharing options...
jstackpo Posted May 18, 2015 at 08:36 AM Report Share Posted May 18, 2015 at 08:36 AM Provisions like term in office belong in the bylaws. Unless the bylaws also have a provision that allows or authorizes the Board to supersede the bylaws in this respect, what the Board did appears to have been improper. In your association, what body has the authority to amend your bylaws? The bylaws should say. Link to comment Share on other sites More sharing options...
Transpower Posted May 18, 2015 at 12:48 PM Report Share Posted May 18, 2015 at 12:48 PM This situation doesn't pass the smell test, let alone RONR. The bylaws should state term limits for board members. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 18, 2015 at 06:19 PM Report Share Posted May 18, 2015 at 06:19 PM Well, the bylaws should state the length of terms for board members. Term limits (number of terms one may serve) are optional. Link to comment Share on other sites More sharing options...
Guest Reginald Campbell Posted May 18, 2015 at 09:59 PM Report Share Posted May 18, 2015 at 09:59 PM F This situation doesn't pass the smell test, let alone RONR. The bylaws should state term limits for board members. To clarify. The five (5) original board members who started the corporation are in the bylaws designated as being "indefinite" term limit unless one of them do something that violates the ethic/code of conduct. In preparing the bylaws, the original five (5) members discussed for the purpose of growth and creativity the need to add more board members as the company grew and decided that any additional board members would come on board not to exceed two years. Six month later, four were added to the board and immediately, a motion was made to make the new four "indefinite" terms. What part of the above does not pass the smell test? I am in the process of finding my RONR book to research this matter but your knowledge on this matter would be greatly appreciated. Thank you. Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted May 18, 2015 at 10:10 PM Report Share Posted May 18, 2015 at 10:10 PM See "Amendment of Bylaws" in RONR starting on page 592. What do your bylaws say regarding how they can be amended? Is there a requirement in your bylaws for notice of the amendments? Link to comment Share on other sites More sharing options...
jstackpo Posted May 18, 2015 at 10:17 PM Report Share Posted May 18, 2015 at 10:17 PM In preparing the bylaws, the original five (5) members discussed for the purpose of growth and creativity the need to add more board members ...What part of the above does not pass the smell test? If all there was was "discussion" and there was no authorization to enlarge the board actually placed in the bylaws then adding people to the board, without amending the bylaws, was the stinky part. Link to comment Share on other sites More sharing options...
Edgar Guest Posted May 18, 2015 at 10:22 PM Report Share Posted May 18, 2015 at 10:22 PM I am in the process of finding my RONR book . . . Good luck. Most of us keep it under our pillow. In the meantime, there's no need for the "five (5)" and "four (4)" and "eight (8)" and "one (1)" nonsense redundancy. Link to comment Share on other sites More sharing options...
Transpower Posted May 18, 2015 at 10:26 PM Report Share Posted May 18, 2015 at 10:26 PM In all the years I've been a parliamentarian, I've never heard of "indefinite" terms for board members or officers.... Link to comment Share on other sites More sharing options...
Edgar Guest Posted May 18, 2015 at 10:33 PM Report Share Posted May 18, 2015 at 10:33 PM The bylaws should state term limits for board members. Well, the bylaws should state the length of terms for board members. Term limits (number of terms one may serve) are optional. In all the years I've been a parliamentarian, I've never heard of "indefinite" terms for board members or officers.... Is Mr. Power replying to Mr. Novosielski's post? Link to comment Share on other sites More sharing options...
Tom Coronite Posted May 18, 2015 at 11:07 PM Report Share Posted May 18, 2015 at 11:07 PM To clarify. The five (5) original board members who started the corporation are in the bylaws designated as being "indefinite" term limit unless one of them do something that violates the ethic/code of conduct. In preparing the bylaws, the original five (5) members discussed for the purpose of growth and creativity the need to add more board members as the company grew and decided that any additional board members would come on board not to exceed two years. Six month later, four were added to the board and immediately, a motion was made to make the new four "indefinite" terms. In the meantime, there's no need for the "five (5)" and "four (4)" and "eight (8)" and "one (1)" nonsense redundancy. I'm sorry, I just had to laugh! At least it seems limited to the fives... ;-) Link to comment Share on other sites More sharing options...
Josh Martin Posted May 18, 2015 at 11:25 PM Report Share Posted May 18, 2015 at 11:25 PM To clarify. The five (5) original board members who started the corporation are in the bylaws designated as being "indefinite" term limit unless one of them do something that violates the ethic/code of conduct. In preparing the bylaws, the original five (5) members discussed for the purpose of growth and creativity the need to add more board members as the company grew and decided that any additional board members would come on board not to exceed two years. Six month later, four were added to the board and immediately, a motion was made to make the new four "indefinite" terms. What part of the above does not pass the smell test? I am in the process of finding my RONR book to research this matter but your knowledge on this matter would be greatly appreciated. Thank you. If the initial bylaws provide that the five original board members serve indefinite terms, then that's settled. Additional board members can only be added if the bylaws are amended. Once that's done, the terms of those board members can only be changed by amending the bylaws again. Were the bylaws properly amended for either of these things? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 19, 2015 at 07:50 PM Report Share Posted May 19, 2015 at 07:50 PM F To clarify. The five (5) original board members who started the corporation are in the bylaws designated as being "indefinite" term limit unless one of them do something that violates the ethic/code of conduct. In preparing the bylaws, the original five (5) members discussed for the purpose of growth and creativity the need to add more board members as the company grew and decided that any additional board members would come on board not to exceed two years. Six month later, four were added to the board and immediately, a motion was made to make the new four "indefinite" terms. What part of the above does not pass the smell test? I am in the process of finding my RONR book to research this matter but your knowledge on this matter would be greatly appreciated. Thank you. I don't think a paraphrase of what is probably very tightly wrapped language is going to clarify anything. Indefinite term limits isn't the same thing as indefinite terms, for one thing. It's quite possible to have no term limits for an office which nevertheless requires reëlection every year. But we couldn't interpret what your bylaws meant, even if you had quoted them verbatim. What's clear (and calls for a smell test) is that, if the terms of office and size of the board are set in the bylaws (which they seem to be, for the founding members) then only a bylaws amendment can change those provisions. A simple motion or resolution by the board is nowhere near good enough. Link to comment Share on other sites More sharing options...
Transpower Posted May 20, 2015 at 12:27 PM Report Share Posted May 20, 2015 at 12:27 PM Thanks for the clarification, Gary. Link to comment Share on other sites More sharing options...
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