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Guest Harvey Morse

FACTS: Our bylaws state there shall be "no less than 3 nor more than 5" Board members. There is nothing else in reference to this statement in the bylaws, covenants, state statutes, etc.

 

We had our annual meeting. During the election process, prior to nominations, a motion was made and passed to limit the size of the Board to 3 people. Three people were ultimately elected.

 

An outgoing Board member said this was illegal, based upon the wording. He contends that despite the motion, if 5 people ran, all five would be elected. Others believe that if 5 people ran, only the top 3 vote getters would serve.

 

QUESTION: Was the motion limiting the Board to 3 people for this year, valid and legal?

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Only your association, collectively, can answer that one.  See p. 588.

 

RONR avoids your problem by NOT giving a range of numbers of directors; since your bylaws do (and apparently don't say who or what body sets a number within the range), you are on your own.

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FACTS: Our bylaws state there shall be "no less than 3 nor more than 5" Board members. There is nothing else in reference to this statement in the bylaws, covenants, state statutes, etc.

 

We had our annual meeting. During the election process, prior to nominations, a motion was made and passed to limit the size of the Board to 3 people. Three people were ultimately elected.

 

An outgoing Board member said this was illegal, based upon the wording. He contends that despite the motion, if 5 people ran, all five would be elected. Others believe that if 5 people ran, only the top 3 vote getters would serve.

 

QUESTION: Was the motion limiting the Board to 3 people for this year, valid and legal?

 

 

Based solely upon what you have posted, I think the answer to your question is yes, the motion to limit the size of the board to three people was valid and effective.

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FACTS: Our bylaws state there shall be "no less than 3 nor more than 5" Board members. There is nothing else in reference to this statement in the bylaws, covenants, state statutes, etc.

 

We had our annual meeting. During the election process, prior to nominations, a motion was made and passed to limit the size of the Board to 3 people. Three people were ultimately elected.

 

An outgoing Board member said this was illegal, based upon the wording. He contends that despite the motion, if 5 people ran, all five would be elected. Others believe that if 5 people ran, only the top 3 vote getters would serve.

 

QUESTION: Was the motion limiting the Board to 3 people for this year, valid and legal?

 

Well, 3 is neither "less than three nor more than 5", so a motion to elect three people was not in apparent conflict with that particular provision of your bylaws. Only your assembly can determine if it violated anything else, .

 

Did the outgoing board member raise a Point of Order at the time that motion was made, or only later?  

 

 There is no Point of Conjecture in RONR allowing a member to take issue with a situation that, in the end, might have occurred, but did not.  Since only three people actually sought election, the question of what could have happened is moot at this point. 

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