Leo Posted November 5, 2015 at 06:00 PM Report Share Posted November 5, 2015 at 06:00 PM If the bylaws, as they sometimes do, state the board shall consist of from 5 to 9 members, and six members are elected at the annual meeting, are there three vacancies on the board? If later in the year the members want to add the seventh member do they use the prescribed method for filling a vacancy or do they call for a special election? Link to comment Share on other sites More sharing options...
Curiosulus Posted November 5, 2015 at 06:13 PM Report Share Posted November 5, 2015 at 06:13 PM There is no specific guidance from RONR on this question. But to me, that sort of language indicates that the members may decide, from time to time, how many directors there shall be, provided there are at least 5 and no more than 9. The way the members decide is by appointing Directors #6 through #9. If they don't choose anyone for those positions, then they aren't vacant — they don't currently exist. Link to comment Share on other sites More sharing options...
jstackpo Posted November 5, 2015 at 06:13 PM Report Share Posted November 5, 2015 at 06:13 PM RONR has no answer for you. And neither do I. The use of a numerical range of members should simply be eliminated from your bylaws. Link to comment Share on other sites More sharing options...
jstackpo Posted November 5, 2015 at 06:18 PM Report Share Posted November 5, 2015 at 06:18 PM There is no specific guidance from RONR on this question. But to me, that sort of language indicates that the members may decide, from time to time, how many directors there shall be, provided there are at least 5 and no more than 9. The way the members decide is by appointing Directors #6 through #9. If they don't choose anyone for those positions, then they aren't vacant — they don't currently exist. Still a bad idea: suppose some issue requied agreement of a majority of the "fixed" membership of a board (p. 403, FN). There's another opportunity for interpretation fights. Far better to just settle things from the git-go and use a plain old cardinal number. Link to comment Share on other sites More sharing options...
George Mervosh Posted November 5, 2015 at 06:36 PM Report Share Posted November 5, 2015 at 06:36 PM Also, Leo should see this. http://robertsrules.forumflash.com/index.php?/topic/20154-electing-full-complement-of-directors/?hl=%2Bdecide+%2Bmany#entry106992 I think post #2, 13, and 16 should help his group moving forward. Link to comment Share on other sites More sharing options...
Leo Posted November 5, 2015 at 07:09 PM Author Report Share Posted November 5, 2015 at 07:09 PM I didn't think about the "majority of the fixed membership" situation. That could be the next fight on the horizon Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 5, 2015 at 09:20 PM Report Share Posted November 5, 2015 at 09:20 PM If the bylaws require from 5 to 9 members, I believe a motion to fix the number of members at 6 would be in order, prior to the election. That solves the problem of how many to vote for, as well as defining the "fixed number" of members should that make a difference at some point. If they wanted to fix it at a different number in the future, they could. using Amend Something Previously Adopted. Link to comment Share on other sites More sharing options...
Curiosulus Posted November 6, 2015 at 04:33 PM Report Share Posted November 6, 2015 at 04:33 PM That's an appealing theoretical solution, but in the real world, what most often happens is that a board member says "I just met Mary Smith, she's loaded with money, has lots of influential friends, and wants to join the board." Then it becomes a question of admitting Ms. Smith to the board rather than holding an election. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 6, 2015 at 06:40 PM Report Share Posted November 6, 2015 at 06:40 PM In the real world, what often happens causes the kinds of trouble that drive people here. Link to comment Share on other sites More sharing options...
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