Our bylaws state we can have a board of directors of min 5, max 11. Current board is stating they have passed a resolution limiting the board to 7 but there is no documentation of this. Is this proper procedure?

[Guest JMurphy]

Our annual meeting is in January. Current board is stating they will only allow for 7 board members as per a resolution they enacted.  I have requested this documentation but am told they are unable to locate it. It is not listed as an MOU or amendment in our docs.  I have yet to receive anything in writing documenting this resolution.

Our bylaws state our board may be 5-11 officers.  Only 3 current board members have a remaining year on their office. There are 8 members who have submitted application for the new board. This would be our max of 11. Current board is standing firm on a max of 5 and will limit voting to adding 4 to our current board.   Is this permissable? 

[J. J.]

Does the BOARD have the authority under the bylaws to set the number of its members?  It should be stated specifically if they do.

[Josh Martin]

On 12/28/2023 at 7:15 AM, Guest JMurphy said:

Our annual meeting is in January. Current board is stating they will only allow for 7 board members as per a resolution they enacted.  I have requested this documentation but am told they are unable to locate it. It is not listed as an MOU or amendment in our docs.  I have yet to receive anything in writing documenting this resolution.

Our bylaws state our board may be 5-11 officers.  Only 3 current board members have a remaining year on their office. There are 8 members who have submitted application for the new board. This would be our max of 11. Current board is standing firm on a max of 5 and will limit voting to adding 4 to our current board.   Is this permissable? 

Unless the bylaws provide otherwise, I am inclined to think that it is the membership, not the board, which would determine the number of board members to elect (provided such number is between five and eleven). (It would be ideal, of course, if the bylaws were amended to specifically state how the number of board members is determined. Or stop bothering with a range and just provide a fixed number.)

So unless the bylaws (for some odd reason) grant the board that power, I would suggest a member move that the number of board members be set at 11, and be prepared for a Point of Order and/or Appeal from the decision of the chair if necessary.

[Gary Novosielski]

On 12/28/2023 at 8:15 AM, Guest JMurphy said:

Our annual meeting is in January. Current board is stating they will only allow for 7 board members as per a resolution they enacted.  I have requested this documentation but am told they are unable to locate it. It is not listed as an MOU or amendment in Iour docs.  I have yet to receive anything in writing documenting this resolution.

Our bylaws state our board may be 5-11 officers.  Only 3 current board members have a remaining year on their office. There are 8 members who have submitted application for the new board. This would be our max of 11. Current board is standing firm on a max of 5 and will limit voting to adding 4 to our current board.   Is this permissable? 

Even if they did pass some resolution, it would not be in order in the first place if the rules in RONR apply. 

What do the bylaws say about the power of the board?  If there's nothing in there about amending or suspending provisions of the bylaws, then just proceed as if they did not have any such powers, because you have no reason to believe they do.

Brush up on the process for Point of Order and Appeal.

[Josh Martin]

On 12/29/2023 at 3:36 PM, Gary Novosielski said:

What do the bylaws say about the power of the board?  If there's nothing in there about amending or suspending provisions of the bylaws, then just proceed as if they did not have any such powers, because you have no reason to believe they do.

While I agree that the board does not have the power to fix the number of board members unless the bylaws so provide, I don't think it's quite correct to say that this action is "amending or suspending provisions of the bylaws." A resolution fixing the number of officers at seven is entirely consistent with a bylaw provision which states that the number of officers is between 5 and 11. The only question is which body has the power to adopt such a resolution. Unless the bylaws provide otherwise, I am inclined to think only the membership can do so, as (unless the bylaws provide otherwise) the membership decides questions relating to the elections conducted by the membership.

[Gary Novosielski]

On 12/29/2023 at 6:21 PM, Josh Martin said:

While I agree that the board does not have the power to fix the number of board members unless the bylaws so provide, I don't think it's quite correct to say that this action is "amending or suspending provisions of the bylaws." A resolution fixing the number of officers at seven is entirely consistent with a bylaw provision which states that the number of officers is between 5 and 11. The only question is which body has the power to adopt such a resolution. Unless the bylaws provide otherwise, I am inclined to think only the membership can do so, as (unless the bylaws provide otherwise) the membership decides questions relating to the elections conducted by the membership.

Yes, I agree. 

If the bylaws specifically grant to the board the power to set the size of the board (within the stated limits).  I considered this possibility to be somewhat remote, since this overall situation smelled like a power grab to me, although I might have assumed too much.  Anyway that's what was behind my leaping to to a more general provision.

[Caryn Ann Harlos]

It seems to be like this is a special rule of order within the bylaws, but that Mr. Martin has hit upon the critical detail, it would be a special rule of order relating to the convention/election meeting which they themselves have to adopt.

 

Not only be familiar with points of orders and appeals, but also putting the question from the floor.

[Rob Elsman]

On 12/28/2023 at 7:15 AM, Guest JMurphy said:

Is this permissable?

This is a matter having solely to do with the organization's own rules, not the common parliamentary law.

[Richard Brown]

I agree with my colleagues that, although this is perhaps ultimately a matter of the organization interpreting its own bylaws, per the rules in RONR the board has no authority to limit the number of directors unless the bylaws (or state law) give it that authority.

On 12/30/2023 at 10:55 PM, Caryn Ann Harlos said:

It seems to be like this is a special rule of order within the bylaws, but that Mr. Martin has hit upon the critical detail, it would be a special rule of order relating to the convention/election meeting which they themselves have to adopt.

I don't see this provision as being in the nature of a rule of order and I don't see where Mr. Martin said anything to that effect.  Am I missing something?   It is a bylaw provision establishing the size of the board of directors, although with a range of members rather than a fixed number.  That is permissible.   It has nothing to do with "the orderly transaction of business in meetings" or with "the duties of officers in that connection" as provided in 2:14 of RONR (12th ed.) for a rule of order.

[Caryn Ann Harlos]

I think you misunderstood me but on the road.  Will reply when I can.