Limiting the Number of Board Members

[Guest F.R.Pond]

Our bylaws provide for the membership to determine the number of Board members, provided a reduction in number does not affect any standing Board members term. Our Board is currently comprised of 7 Board members, however 2 have recently resigned/left the Association (HOA).

If, at an annual meeting, nominations for the vacant Board positions are being taken from the floor, is it proper for a member to move (at that time) to reduce the number of Board members from 7 to 5? In essence, may a motion to increase/reduce the number of Board members be made between a motion to nominate COL (RET) Mustard and Mrs. Peacock (I don't have a Clue)?

[Robert B Fish]

In my opinion, the motion "that the number of Board Members be set at 5" is a main motion and could not be considered while the motion "that ___ be elected to the Board" (the motion inferred by an election). After your election, the motion would not be permitted to affect the term of any of the sitting board members, per your bylaws.

If you wish to reduce the number of board members, you must make that motion while vacancies exist and while no other motion is pending. If no vacancies exist, you could still pass the motion but it would not begin to take exxect until a term ends or a resignation occurs.

-Bob