Guest JimN Posted October 23, 2018 at 05:29 AM Report Share Posted October 23, 2018 at 05:29 AM I am a relatively new President of the Board of Trustees of a small local non-profit. At a meeting tonight, a motion was made and passed that added twelve new members to the board of trustees. Out of ignorance, I did not raise an objection as a point of order so the board voted and approved the new members. When I got home and more carefully reviewed the by-laws, I noted that board additions are to be made once per year at a meeting of the board - although oddly, it allows me as President to appoint up to 10 members at any time. so the new members should not have been added until 2019. I believe that the intent was to 'pack the board' in order for one member to essentially take over. Since the motion should never have been brought to the floor for a vote because it is in direct violation of the bylaws, is it necessarily null and void or do I need to bring a motion to rescind or is it to late? Quote Link to comment Share on other sites More sharing options...
Guest Zev Posted October 23, 2018 at 06:51 AM Report Share Posted October 23, 2018 at 06:51 AM 1 hour ago, Guest JimN said: I believe that the intent... The intent does not really matter. However, ... 1 hour ago, Guest JimN said: ...because it is in direct violation of the bylaws,... a motion adopted that is in violation of the bylaws does matter. At the next meeting read the relevant passages from the bylaws to the board members and state that as a result of these provisions you are making a ruling that the election of the twelve is null and void. Do not mention anything about intent. You need to keep all personalities out of any discussion and deal only with what the bylaws say. Make sure your ruling is recorded word-for-word in the minutes. This should take care of it, unless I forgot something. There is a possibility that someone may appeal your decision and get the twelve involved; in my opinion they do not have any voting rights in this matter. Make sure that you also have a clear picture of the time frame and circumstances of any appointments to the board that you are allowed according to the bylaws in case anyone raises a Request For Information. Be careful if anyone tries to embroil you in controversy or attempts any razzle-dazzle tactics. Be very firm in not allowing discussion apart from pending motions. There may be some fireworks, so keep your cool. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 23, 2018 at 06:56 AM Report Share Posted October 23, 2018 at 06:56 AM 1 hour ago, Guest JimN said: Since the motion should never have been brought to the floor for a vote because it is in direct violation of the bylaws, is it necessarily null and void or do I need to bring a motion to rescind or is it to late? It would help if we knew exactly what the bylaws say about adding new members to the board. However, assuming you have stated that information correctly, the appointment of the additional members would appear to be a continuing breach and is null and void. The motion could be rescinded, but you can also have a member raise a point of order at the next meeting that the addition of the members violates the bylaws and is null and void. You could then rule the point of order well-taken and declare that the addition of the members is indeed null and void. Be prepared for an appeal of your ruling. You might even invite an appeal if you want the board itself to have the final say. You may also raise the point of order on your own and declare the motion that added the members null and void. Make sure the point of order and your ruling on it, and also the outcome of any appeal if one is taken, be included in the minutes of that meeting. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 23, 2018 at 07:15 AM Report Share Posted October 23, 2018 at 07:15 AM 1 hour ago, Guest JimN said: I am a relatively new President of the Board of Trustees of a small local non-profit. At a meeting tonight, a motion was made and passed that added twelve new members to the board of trustees. Do I understand that the board itself voted to add these 12 new members? Does the board have this power? Normally, such an action would be reserved to a vote of the membership. Does this organization have a general membership or only a self-contained bored? How are the board members selected? It also seems odd that the president would have the power to arbitrarily add 10 new members to the board on his own without even needing the consent of the board. All of this just seems very strange. It gives an extraordinary amount of power to the president and to the board. Out of curiosity, how many members were on the board prior to these additional appointments? Quote Link to comment Share on other sites More sharing options...
Guest JimN Posted October 23, 2018 at 12:46 PM Report Share Posted October 23, 2018 at 12:46 PM This is indeed very helpful information. Our structure is quite odd. The organization was formed in 1957 and is run by a Board of Trustees. It is a community center and board members in the original documents were to be appointed from organizations within the borough (fire department, Lions club, other town clubs, etc.). The bylaws were last amended in 1984 but the point about annual additions to board is stated to be as annual. When I was elected President last year, the board was in utter disrepair and down to 4 members so we reached out to the town at large seeking help and added a couple of new trustees in early 2018 to scale the board and have a reasonable sized team - we were at 14 before last night. Those were likely in violation also but we were in dire straits and the organization close to failing so it was pretty exigent to make an exception. This could have led to the impression that new members could be added at any time. Our meetings are open to the town so people basically showed up and asked to be trustees and a motion was brought and voted on by the existing trustees in attendance. Is it OK if I add the actual excerpts from the bylaws to this thread if I leave out specifics as to name of organization, etc.? Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted October 23, 2018 at 01:02 PM Report Share Posted October 23, 2018 at 01:02 PM 14 minutes ago, Guest JimN said: Is it OK if I add the actual excerpts from the bylaws to this thread if I leave out specifics as to name of organization, etc.? More than okay. I think Mr. Brown is almost begging you to do so :-) Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 23, 2018 at 02:45 PM Report Share Posted October 23, 2018 at 02:45 PM 1 hour ago, Atul Kapur said: More than okay. I think Mr. Brown is almost begging you to do so :-) Yes. Indeed! Quote Link to comment Share on other sites More sharing options...
Guest JimN Posted October 23, 2018 at 11:13 PM Report Share Posted October 23, 2018 at 11:13 PM From Certificate of Incorporation: 4. The corporation shall be managed and governed by a Board of Trustees, which shall be appointed annually as hereinafter provided and which shall have any and all powers which shall be necessary to carry out the objects of the corporation in accordance with the by-laws which shall be adopted and amended from time to time by the corporation. Subsequent provisions go on to state how various town organizations (many of which no longer exist) nominate from within to place someone on this board. That has not been followed as I've been told in many, many years. The last amendment to by-laws was in 1984 and I'm trying to find that document to cite some relevant provisions for this thread (such as where President can appoint 10 at large members). Thanks again so much for the intelligent and timely discussion and responses. I do have to weigh the political ramifications of attempting to use a point of order to nullify the vote but I think its the right thing to do on many levels and just because procedures were not followed in the past should not mean that we perpetually ignore the formation documents and bylaws (IMHO) Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted October 23, 2018 at 11:32 PM Report Share Posted October 23, 2018 at 11:32 PM The Certificate of Incorporation supersedes all other rules. Conflicting rules in the bylaws are null and void; however, most charters do provide a lot of leeway for refinement and modification in the bylaws. If you find the bylaw which authorizes the President to appoint members, you will have to decide if it is in conflict with the Certificate. Generally, if the Certificate defines the membership of the board and provides a mechanism for its selection, then the bylaws are prohibited from altering that scheme. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 23, 2018 at 11:36 PM Report Share Posted October 23, 2018 at 11:36 PM 16 hours ago, Richard Brown said: Do I understand that the board itself voted to add these 12 new members? Does the board have this power? Normally, such an action would be reserved to a vote of the membership. Does this organization have a general membership or only a self-contained bored? How are the board members selected? It also seems odd that the president would have the power to arbitrarily add 10 new members to the board on his own without even needing the consent of the board. All of this just seems very strange. It gives an extraordinary amount of power to the president and to the board. Out of curiosity, how many members were on the board prior to these additional appointments? I think we need to see the exact language. It's possible the bylaws allow the board or the president to change the number of seats on the board, yet reserve to the membership the power to fill them. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 24, 2018 at 12:13 AM Report Share Posted October 24, 2018 at 12:13 AM (edited) Guest Jim, where are the rules found about how the members of the board are selected? Are they in the articles of incorporation, the bylaws, or both? I think we need to see the exact language. If it's in both, we need to know if the articles of incorporation (or state law) authorize those provisions to be changed by the bylaws. I'm afraid that ultimately this is going to be too complex to be handled on this forum and that you will need the services of a professional parliamentarian and possibly an attorney. However, I'm willing to stick with it a bit longer to see what we can do in the forum to help. At the moment I'm thinking that this organization needs to amend its articles of incorporation and/or its bylaws asap to get things back on firm footing. Edited October 24, 2018 at 12:14 PM by Richard Brown Edited first sentence in second paragraph as indicated to add the word "too" Quote Link to comment Share on other sites More sharing options...
Guest JimN Posted October 24, 2018 at 04:30 AM Report Share Posted October 24, 2018 at 04:30 AM Thank you all. I am locating the 1984 amendment to bylaws and will add more later. I really appreciate the insight some everyone and will be back to this in a day or two when I get it from our attorney..I'm very glad I found this forum. It's a great resource Quote Link to comment Share on other sites More sharing options...
Recommended Posts