Guest Jen Rogers Posted March 7, 2019 at 04:00 PM Report Share Posted March 7, 2019 at 04:00 PM Hello, I searched the forum and didn't see this question, but please forgive if I missed it. Are there any provisions pertaining to what happens with a Board has too many members? The bylaws specify for a certain number, but what if the organization finds itself with more than that number? I'm not sure how this happened, but that is the situation. Thanks in advance! Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted March 7, 2019 at 04:20 PM Report Share Posted March 7, 2019 at 04:20 PM Remove those who were not properly elected to the board. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted March 7, 2019 at 04:41 PM Report Share Posted March 7, 2019 at 04:41 PM Well, I agree with Mr. Huynh that if you can identify who was improperly elected, they should be removed, but not knowing how it happened seems to complicate things. How do your election procedures work? (As a general matter, it is much easier to say how to do things right than how to fix them.) Quote Link to comment Share on other sites More sharing options...
Guest Jen Rogers Posted March 7, 2019 at 04:50 PM Report Share Posted March 7, 2019 at 04:50 PM 7 minutes ago, Joshua Katz said: Well, I agree with Mr. Huynh that if you can identify who was improperly elected, they should be removed, but not knowing how it happened seems to complicate things. How do your election procedures work? (As a general matter, it is much easier to say how to do things right than how to fix them.) I do not know the events surrounding the matter. All I know is that there are now too many members. If the others are removed, would that require a vote? Could the Board amend the current Bylaws on number of members? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted March 7, 2019 at 04:56 PM Report Share Posted March 7, 2019 at 04:56 PM 2 minutes ago, Guest Jen Rogers said: I do not know the events surrounding the matter. All I know is that there are now too many members. If the others are removed, would that require a vote? Could the Board amend the current Bylaws on number of members? Unfortunately, the answer to all this is "it depends." Taking it in order, first, there's probably no way to simply vote to remove people. Even the usual RONR language to make removal easier envisions replacement, not having too many. What's appropriate is a point of order, not a vote. Second, the board can amend the bylaws if the board has that power. Typically, the membership, not the board, can amend the bylaws, by following whatever procedure appears for doing so. If none appears, the default is in RONR and requires notice and a 2/3 vote. But really, it ought to be possible to figure this out. Leaving aside the matter of the extra people, how do you ordinarily choose your board members? Are they elected, appointed, etc.? Once you answer that, you should know what minutes to check to see what happened. Suppose there are supposed to be 5, and there are 6. Whoever was added 6th doesn't belong, and a point of order to that effect should be raised. Quote Link to comment Share on other sites More sharing options...
Guest options Posted March 7, 2019 at 05:05 PM Report Share Posted March 7, 2019 at 05:05 PM No, I do not know the events that resulted in too many members. Would the removal of extra members require a vote? Could the Board amend the bylaws to reflect the current number of Board members? Other options? Quote Link to comment Share on other sites More sharing options...
Guest thank you Posted March 7, 2019 at 05:07 PM Report Share Posted March 7, 2019 at 05:07 PM 10 minutes ago, Joshua Katz said: Unfortunately, the answer to all this is "it depends." Taking it in order, first, there's probably no way to simply vote to remove people. Even the usual RONR language to make removal easier envisions replacement, not having too many. What's appropriate is a point of order, not a vote. Second, the board can amend the bylaws if the board has that power. Typically, the membership, not the board, can amend the bylaws, by following whatever procedure appears for doing so. If none appears, the default is in RONR and requires notice and a 2/3 vote. But really, it ought to be possible to figure this out. Leaving aside the matter of the extra people, how do you ordinarily choose your board members? Are they elected, appointed, etc.? Once you answer that, you should know what minutes to check to see what happened. Suppose there are supposed to be 5, and there are 6. Whoever was added 6th doesn't belong, and a point of order to that effect should be raised. Thank you!! I really appreciate the insight and will pass along. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 7, 2019 at 05:40 PM Report Share Posted March 7, 2019 at 05:40 PM 22 minutes ago, Guest options said: No, I do not know the events that resulted in too many members. Would the removal of extra members require a vote? Could the Board amend the bylaws to reflect the current number of Board members? Other options? As Mr. Katz has already said, we must know how there came to be too many members on the board and what your rules say about how board members are selected in order to tell you what we believe is the best way is to remedy the situation. The last person selected is possibly not a member of the board at all. To answer just your last question, yes, the bylaws can be amended to provide for a different number of board members, but it is most likely the membership, not the board, that would have to adopt such a bylaw amendment. Even with such an amendment, however, the question could still remain whether the "extra" member was validly elected/selected in the first place. Authorizing an additional member in the bylaws does not automatically make the "extra" member a legitimate member. If he is not a legitimate member now, simply authorizing an additional member does not magically make him "legitimate". I agree with Mr. Katz that, at least for now, a point of order that one of the alleged "members" is not actually a member may be the best (or at least quickest) way to deal with it. If the membership really wants this person on the board, he can be elected once the additional seat is authorized. Bottom line: We need more information in order to give you a better answer. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted March 7, 2019 at 06:10 PM Report Share Posted March 7, 2019 at 06:10 PM (edited) 1 hour ago, Guest options said: No, I do not know the events that resulted in too many members. Yes, I understand that you do not currently know how this happened. In order to properly resolve this matter, however, you will need to find out. 1 hour ago, Guest options said: Would the removal of extra members require a vote? The issue is that the board needs to find out (if possible) which of its current members are not validly serving as members of the board. A Point of Order may then be raised that those elections/appointments are not valid, followed by an Appeal if necessary, which would be handled by a vote. If the organization messed this up in such a way that it is impossible to determine which members are not properly serving (perhaps they were all elected at the same time through a single vote), then the best course of action would probably be to report this matter to the membership for resolution, but if that is impractical, then I suppose the board will need to determine which members to remove. If enough members volunteer to resign, that would be preferable. 1 hour ago, Guest options said: Could the Board amend the bylaws to reflect the current number of Board members? The bylaws may be amended to increase the size of the board, but unless and until that occurs, the current size of the board must be reduced to comply with the bylaws, as soon as possible. After the bylaws are amended, the other persons may be put back on the board if the body tasked with filling vacancies wishes to do so. 31 minutes ago, Richard Brown said: To answer just your last question, yes, the bylaws can be amended to provide for a different number of board members, but it is most likely the membership, not the board, that would have to adopt such a bylaw amendment. Even with such an amendment, however, the question could still remain whether the "extra" member was validly elected/selected in the first place. Authorizing an additional member in the bylaws does not automatically make the "extra" member a legitimate member. If he is not a legitimate member now, simply authorizing an additional member does not magically make him "legitimate". My understanding is that if a main motion (including an election) is adopted which conflicts with the bylaws, it is null and void, and remains null and void even if the bylaws are subsequently amended to remove the conflict. Therefore, the “extra” board members would still need to be removed, although they could then be re-elected if desired. Edited March 7, 2019 at 06:11 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted March 7, 2019 at 07:20 PM Report Share Posted March 7, 2019 at 07:20 PM (edited) 1 hour ago, Josh Martin said: My understanding is that if a main motion (including an election) is adopted which conflicts with the bylaws, it is null and void, and remains null and void even if the bylaws are subsequently amended to remove the conflict. Therefore, the “extra” board members would still need to be removed, although they could then be re-elected if desired. Yes, I think this is exactly correct. Edited March 7, 2019 at 07:24 PM by George Mervosh Quote Link to comment Share on other sites More sharing options...
Guest thank you Posted March 7, 2019 at 07:29 PM Report Share Posted March 7, 2019 at 07:29 PM Thank you all for the advise! ~Jen Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 9, 2019 at 03:33 AM Report Share Posted March 9, 2019 at 03:33 AM On 3/7/2019 at 11:00 AM, Guest Jen Rogers said: Hello, I searched the forum and didn't see this question, but please forgive if I missed it. Are there any provisions pertaining to what happens with a Board has too many members? The bylaws specify for a certain number, but what if the organization finds itself with more than that number? I'm not sure how this happened, but that is the situation. Thanks in advance! Well, you'll probably need to research how it happened, since that will undoubtedly figure heavily in what the appropriate remedy will be. Quote Link to comment Share on other sites More sharing options...
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