Reducing Board size

[Spencer]

Our 9-member Board is currently on a rotation where each Director is in office for three years, and thus three seats are up for election each year.  A month ago elections were held to fill the three vacancies that will be effective January 2020.  The Bylaws Committee just began meeting and is going to propose to change the number of Directors from 9 to 7.   If the proposal is approved, what is the proper protocol to implement the reduced Board size?  Do we have to wait a full year until three vacancies result from our existing policy?  Do we ask the nine Directors if two of them are willing to step down in January (we may be able to find two agreeable persons)?  If we want to implement the reduced Board size in January and have no volunteers to step down, does the Board or the President decide who must step down?  Is the decision based on seniority?  Do we vote by secret ballot?  Our Bylaws require any proposed changes be approved by a majority of the Board and presented to the General membership for ratification.  Any recommendations would be appreciated.

Edited September 21, 2019 at 03:33 AM by Spencer
additional info

[Hieu H. Huynh]

It may be helpful to adopt a proviso with the bylaws amendment that addresses your issue.

[Atul Kapur]

First, figure out the details of the proposed model. Currently you have 3 director positions up for election each year. How will it be in the future? Three elected in one year and only two the other years? Two each year plus one elected annually for a one-year term? Etc.

Once you've got that sorted out, then you can, as Mr. Huynh suggests, put in a proviso to cover the transition, which the bylaws committee should include as a part of their proposed amendment.

I've seen it done by attrition, where in each of the next two years three directors end their terms and only two new ones are elected. In that case, your transition will be complete in 2022. You could also do it so that, immediately after the bylaws amendment is approved, you do an all-new election for all 7 positions. You can have staggered terms in this process, as well. The point being that there are many ways of doing this, and no "standard" way.

Once the bylaws committee finalizes what the proposed new board will look like, they can recommend a logical transition process, and specify that in a proviso.

[Gary Novosielski]

20 hours ago, Spencer said:

Our 9-member Board is currently on a rotation where each Director is in office for three years, and thus three seats are up for election each year.  A month ago elections were held to fill the three vacancies that will be effective January 2020.  The Bylaws Committee just began meeting and is going to propose to change the number of Directors from 9 to 7.   If the proposal is approved, what is the proper protocol to implement the reduced Board size?  Do we have to wait a full year until three vacancies result from our existing policy?  Do we ask the nine Directors if two of them are willing to step down in January (we may be able to find two agreeable persons)?  If we want to implement the reduced Board size in January and have no volunteers to step down, does the Board or the President decide who must step down?  Is the decision based on seniority?  Do we vote by secret ballot?  Our Bylaws require any proposed changes be approved by a majority of the Board and presented to the General membership for ratification.  Any recommendations would be appreciated.

It is up to you to decide who leaves, and how staggered elections will work after the change.  Presumably, neither the board nor (especially) the president would have the authority to remove board members elected by the general membership.  If you can find volunteers, that's fine.  Otherwise, there are many ways to decide, but it should be the general membership deciding.

As others have suggested, a proviso made as part of the motion to amend the bylaws could specify the method.  The proviso itself would not be a part of the language inserted or changed in the bylaws.  It would deal with other matters such as when the change goes into effect, or other details of implementing the change which do not actually need to be a permanent part of the bylaws.  This would be part of the motion voted on by the membership, which would presumably have the power to alter it if desired.