number of board members

[Guest Jim49]

Our board consists of 16 members, which includes 4 officers. We have recently had two members quit, not officers. Below are parts of our by-laws. My question is do we have to replace the board members since our by-laws stated that we have to have 12 qualifying members and we have 16. Are the officers seperate from the number? Some on our board that were involved with the writing of these by laws say thats what they intented in that but what is the rules as written??

2. Number of Members. The Board shall be composed of twelve qualifying members of the Club.

4. Members of the Board. The Officers of the Club shall attend all meetings of the Board and shall be entitled to a vote upon all matters coming before the Board. In the event that a Director has been elected to an Office, the Director shall relinquish or resign his/her office. The vacancy will be filled as provided within.

6. Resignation or Inability to Serve. In the event of the resignation, death, or refusal to serve, or any disqualification of a Board member, the Board in its next regular meeting may appoint a new member to fill such vacancy. Any such vacancy filled by the Board will be for a term ending with the next annual meeting of the Club, at which time such vacancy will be filled in a regular manner for the balance of the unexpired term.

1. Officers. The officers will be: one (1) President, one (1) Vice President, one (1) Secretary, and one (1) Treasurer.

[hmtcastle]

Our board consists of 16 members, which includes 4 officers.

Does it? Your bylaws, as cited, say only that the officers "shall attend all meetings of the Board and shall be entitled to a vote upon all matters coming before the Board". That doesn't necessarily make them members of the board, as much as it sounds like it does.

Below are parts of our by-laws. My question is do we have to replace the board members since our by-laws stated that we have to have 12 qualifying members and we have 16.

Well, this goes to the first question, are the officers members. Answer that one and you've answered this one. Once you've figured it out, amend the bylaws to remove the ambiguity.

[Rev Ed]

The By-laws quoted state that the Baord "may" appoint. It does not state that the Board "must" appoint. I think that solves the problem - the Board does not have to appoint if it chooses not to do so.

[Guest jim 49]

yes the officers are members and are on the board

Does it? Your bylaws, as cited, say only that the officers "shall attend all meetings of the Board and shall be entitled to a vote upon all matters coming before the Board". That doesn't necessarily make them members of the board, as much as it sounds like it does.

Well, this goes to the first question, are the officers members. Answer that one and you've answered this one. Once you've figured it out, amend the bylaws to remove the ambiguity.

[hmtcastle]

yes the officers are members and are on the board

You say so but your bylaws, as cited, don't.

[Guest dan]

Our board consists of 16 members, which includes 4 officers. We have recently had two members quit, not officers. Below are parts of our by-laws. My question is do we have to replace the board members since our by-laws stated that we have to have 12 qualifying members and we have 16. Are the officers seperate from the number? Some on our board that were involved with the writing of these by laws say thats what they intented in that but what is the rules as written??

2. Number of Members. The Board shall be composed of twelve qualifying members of the Club.

4. Members of the Board. The Officers of the Club shall attend all meetings of the Board and shall be entitled to a vote upon all matters coming before the Board. In the event that a Director has been elected to an Office, the Director shall relinquish or resign his/her office. The vacancy will be filled as provided within.

6. Resignation or Inability to Serve. In the event of the resignation, death, or refusal to serve, or any disqualification of a Board member, the Board in its next regular meeting may appoint a new member to fill such vacancy. Any such vacancy filled by the Board will be for a term ending with the next annual meeting of the Club, at which time such vacancy will be filled in a regular manner for the balance of the unexpired term.

1. Officers. The officers will be: one (1) President, one (1) Vice President, one (1) Secretary, and one (1) Treasurer.

OK, maybe I am missing something but the quoted bylaws say you have 12 board members. How can you have 16? The bylaws do not say at least 12, but rather just say 12. Seems to me by disregarding the bylaws you are in violation. or, is this defined somewhere else??

[Josh Martin]

Our board consists of 16 members, which includes 4 officers. We have recently had two members quit, not officers. Below are parts of our by-laws. My question is do we have to replace the board members since our by-laws stated that we have to have 12 qualifying members and we have 16. Are the officers seperate from the number? Some on our board that were involved with the writing of these by laws say thats what they intented in that but what is the rules as written??

2. Number of Members. The Board shall be composed of twelve qualifying members of the Club.

4. Members of the Board. The Officers of the Club shall attend all meetings of the Board and shall be entitled to a vote upon all matters coming before the Board. In the event that a Director has been elected to an Office, the Director shall relinquish or resign his/her office. The vacancy will be filled as provided within.

6. Resignation or Inability to Serve. In the event of the resignation, death, or refusal to serve, or any disqualification of a Board member, the Board in its next regular meeting may appoint a new member to fill such vacancy. Any such vacancy filled by the Board will be for a term ending with the next annual meeting of the Club, at which time such vacancy will be filled in a regular manner for the balance of the unexpired term.

1. Officers. The officers will be: one (1) President, one (1) Vice President, one (1) Secretary, and one (1) Treasurer.

Interpretation of Bylaws is beyond the scope of the forum. It is up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation.

[Trina]

....Are the officers seperate from the number? Some on our board that were involved with the writing of these by laws say thats what they intented in that but what is the rules as written??

Interpretation of Bylaws is beyond the scope of the forum. It is up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation.

And Jim49 should note that IF the bylaws are ambiguous on this point, one of the guidelines on p. 570 is that

'The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined.' If some of the writers of your bylaws are still with you, you're one up on a lot of groups in figuring out the intention behind the bylaw. That doesn't mean those individuals get to make the decision, though -- rather, they can provide information which may be of use as the organization interprets an ambiguous bylaw.

Also note that

'The ambiguous or doubtful expression should be amended as soon as practicable.' (RONR p. 570 ll. 28-29)