Number of board members

[Guest Lisa]

The organization I’m a member of currently has a by law that states the board should have 5-30 members. 

 

The policy states the board will  consist of 

the officers outline in the by laws ( which are  The president president elect secretary and treasurer ) and three members at large. 

 

We would like to change the policy because our membership numbers have changed. We would like to come up with a policy that gives us some wiggle room to operate in.  Example be to have a metric system so as our membership grows we don’t have to change the policy each year or if the board has a huge task they can add members at large for a  reasonable  reason. 

Please note we are large membership organization with a nominating committee and feel we need a policy that give guidelines so the board or nominating committee can t not just add members to board at their will year to year 

 

please advise 

[Joshua Katz]

I'm not sure what exactly you're asking us to advise about, but in my view the ideal size of a board bears little or no relation to the numbers of members. Also, I think something has gone wrong in your governance structure if your board has huge tasks requiring more board members. My advice would be to decide what size board can effectively govern the organization, and then put that number in your bylaws and stop allowing the size of the board to vary. 

[jstackpo]

Or if you wish to stick with what you have (not, per JK, a good idea) your policy could be amended using the motion to amend something previously adopted - see page 305 for appropriate details.

But do get rid of the "range" for the number of board members, for sure.

[Guest Zev]

I would keep the board at a fixed number and indicate in the bylaws that the board may create any number of ad hoc committees to help the board in its various tasks. As the workload increases, the board can increase the number of committees. When it diminishes, the board can dissolve the committees it no longer needs.

[Joshua Katz]

I endorse Guest Zev's idea, and would add that it would make for a healthy governance structure because ideas would then come to the board fully-baked.

[Josh Martin]

1 hour ago, Guest Lisa said:

We would like to change the policy because our membership numbers have changed. We would like to come up with a policy that gives us some wiggle room to operate in.  Example be to have a metric system so as our membership grows we don’t have to change the policy each year or if the board has a huge task they can add members at large for a  reasonable  reason. 

Please note we are large membership organization with a nominating committee and feel we need a policy that give guidelines so the board or nominating committee can t not just add members to board at their will year to year

The “metric system so as our membership grows” is rather simple to implement. The policy could say something like “there shall be one member at large for every X members of the society or major fraction thereof.” The part about “if the board has a huge task they can add members at large for a  reasonable  reason” is problematic - any way that I can think to write it would leave a lot to interpretation as to whether the reason is “reasonable” enough.

Personally, I agree with my colleagues that less flexibility in this matter is desirable (not more), and that instead of amending the policy, the bylaws should be amended to provide a fixed number of board members, so that the size of the board may be changed only by amending the bylaws. If the board requires the assistance of additional persons, it may appoint committees.

1 hour ago, Joshua Katz said:

I'm not sure what exactly you're asking us to advise about, but in my view the ideal size of a board bears little or no relation to the numbers of members. Also, I think something has gone wrong in your governance structure if your board has huge tasks requiring more board members. My advice would be to decide what size board can effectively govern the organization, and then put that number in your bylaws and stop allowing the size of the board to vary. 

Well, it appears that the organization adopted a range of board members in its bylaws (5-30), to grant it the flexibility to adjust the number of board members as needed. The specific number of board members is specified in the policy, and it is currently seven (four officers and three members at large). The membership may change the number of board members by amending the policy, so long as the number of board members is within the range in the bylaws.

Apparently at least some members of the society feel that even more flexibility is desirable, and wish to amend the policy so that, in the future, the size of the board could change without the membership even needing to amend the policy. Some ideas include amending the policy to provide that the number of members at large is based upon the number of members in the society, and/or to amend the bylaws to permit the board to increase the number of board members, but only for a “reasonable reason.” The advice requested, presumably, is regarding the wording for such amendments.

Edited April 23, 2019 at 10:15 PM by Josh Martin

[Gary Novosielski]

1 hour ago, Guest Zev said:

I would keep the board at a fixed number and indicate in the bylaws that the board may create any number of ad hoc committees to help the board in its various tasks. As the workload increases, the board can increase the number of committees. When it diminishes, the board can dissolve the committees it no longer needs.

Why would that need to be placed in the bylaws?   Can't any assembly create ad hoc committees?

[Guest Zev]

Quote

In any event, if a standing committee is to have standing authority to act for the society without specific instructions, if business of a certain class is to be automatically referred to it, or if some other rule of parliamentary procedure is affected by the committee's assigned function, such procedure must be prescribed in a provision of the bylaws or in a special rule of order, establishing the committee by name.

RONR 11th edition page 578.

Yes, you are absolutely correct. I was thinking of ad hoc committees that acted as standing committees with authority as in the case mentioned on page 578, but failed to mention this fact. My apologies.

[Richard Brown]

4 hours ago, Guest Zev said:

I would keep the board at a fixed number and indicate in the bylaws that the board may create any number of ad hoc committees to help the board in its various tasks. As the workload increases, the board can increase the number of committees. When it diminishes, the board can dissolve the committees it no longer needs.

 

3 hours ago, Gary Novosielski said:

Why would that need to be placed in the bylaws?   Can't any assembly create ad hoc committees?

 

42 minutes ago, Guest Zev said:

Yes, you are absolutely correct. I was thinking of ad hoc committees that acted as standing committees with authority as in the case mentioned on page 578, but failed to mention this fact. My apologies

Huh?  I think you two are talking past each other.  Or maybe I don't follow what you are saying to each other.  I agree with Gary Novosielski that ad hoc (special) committees can be created without specific authorization in the bylaws.  It is standing committees, not special committees, that cannot be created without bylaws authorization if the bylaws name any standing committees.  Special (ad hoc) committees can be created by the society unless prohibited by the bylaws.

[Guest Zev]

The OP suggested a floating number of board members, which some of us do not think is a dandy idea, and I suggested a floating number of committees. The workload of the board varies from time to time so it seems obvious that something needs to be done. I was under the impression that the floating committees would operate without specific instructions but with general instructions instead, and for this reason would need to conform to the same requirements as standing committees as mentioned on page 578. Perhaps I am overthinking this entire situation. If there is an easier way of accomplishing this objective believe me I am all for it.

[Guest Lisa Vaughan]

Thank you so much ! This was helpful