Enlarge Board

[Guest Lydia]

 

Prior to Covid-19, our board lowered the number of serving board members on our By-Laws due to existing vacancies. It was also concluded that a smaller group was just as effective in carrying out board objectives. But since the pandemic additional board members have departed. We are looking to fill three positions, but more than double that number have expressed an interest in serving. Because our AGM comes up June 2021, I wonder if it's possible to increase the board just so we have additional people serving, to cover any future unforeseen departures between now and next year and if so what might be the process?

[Atul Kapur]

What do your bylaws say about filling vacancies?

Generally, changing the size of your board requires an amendment to your bylaws.

[Josh Martin]

6 minutes ago, Guest Lydia said:

Prior to Covid-19, our board lowered the number of serving board members on our By-Laws due to existing vacancies.

Please quote what your bylaws say regarding the number of members serving on the board. I am doubtful that the board's action in this regard was proper.

7 minutes ago, Guest Lydia said:

But since the pandemic additional board members have departed. We are looking to fill three positions, but more than double that number have expressed an interest in serving. Because our AGM comes up June 2021, I wonder if it's possible to increase the board just so we have additional people serving, to cover any future unforeseen departures between now and next year and if so what might be the process?

Again, please quote what your bylaws say regarding the number of members serving on the board. I am not certain the board has the authority to increase the size of the board, but I'm also not certain they had the authority to decrease it in the first place. I would also quote what your bylaws say regarding filling vacancies.

[Guest Quote By-laws]

Due to privacy I prefer not to quote, but can you tell me under what conditions would a board not have authority to increase or decrease?

[Josh Martin]

11 minutes ago, Guest Quote By-laws said:

Due to privacy I prefer not to quote, but can you tell me under what conditions would a board not have authority to increase or decrease?

You could just redact the parts which would identify your particular organization. We also only need the parts relating to the size of the board, not anything else.

Generally, the bylaws will say something like "The board shall have nine members." In such a case, the only way to either increase or decrease the size of the board would be to amend the bylaws. The authority to amend the bylaws is generally reserved for the general membership. So the board would not have the authority to increase or decrease the size of the board.

If the bylaws provide for a range of board members, such as "The board shall have between six and twelve board members," the bylaws should also specify how the actual size of the board is determined, but often societies neglect to do this. Generally, I am inclined to think that if the membership elects the board members, the power to set the size of the board would also be reserved for the membership.

Those tend to be the most common provisions in this regard. So generally I am inclined to think that the board does not have the authority to increase or decrease the size of the board unless the bylaws grant it this authority.

Edited August 19, 2020 at 08:54 PM by Josh Martin

[Richard Brown]

19 minutes ago, Guest Quote By-laws said:

Due to privacy I prefer not to quote, but can you tell me under what conditions would a board not have authority to increase or decrease?

I agree with Mr. Martin. We really need to know what the bylaw provision is regarding the size of the board. You may redact any information which you feel might identify the organization.Or just refer to the organization as the XYZ club.

Edited August 19, 2020 at 09:02 PM by Richard Brown
Typo graphical correction

[Guest Redact]

Hope this helps:  “governed by a Board of Directors…of not fewer than 5 or 7 people elected by its members”

[Atul Kapur]

6 hours ago, Atul Kapur said:

What do your bylaws say about filling vacancies?

Repeating this question and adding: what are the requirements to amend your bylaws?

As we await these answers, I am generally inclined to agree with Mr. Martin when he says:

2 hours ago, Josh Martin said:

Generally, I am inclined to think that if the membership elects the board members, the power to set the size of the board would also be reserved for the membership.

 

[Gary Novosielski]

On 8/19/2020 at 6:56 PM, Guest Redact said:

Hope this helps:  “governed by a Board of Directors…of not fewer than 5 or 7 people elected by its members”

And was this before or after the size of the board was reduced, or was the number, say, reduced from seven to five, in compliance with this rule, or in some other way.  I guess what I am asking is how many board positions were there before and after the change, and what are you proposing to change that to for the future?