Constitutional paradox

[Guest KC]

We are a national organization who's members in June voted to change our constitution reducing the number of board members from one with 4 officers and 7 directors of specific areas to a board of 4 officers and 3 directors at large. When the motion was made, the intent was for this to take effect January 1 when the new board is seated, though this was never stated anywhere. We only have a specific period of time every year whare motions can be made to change the constitution and the constitution states that if a change is passed, it becomes effective on August 1. It also states that the term of the board of directors is 2 years.

So here we are with a board of 4 officers and 7 directors and a constitution that says 4 officers and 3 directors. What do we do? One suggestion was made that the 4 officers are the only ones that are obviously on the board now and they should appoint 3 of the current directors to finish out the year. We aren't even sure who has voting privileges on the board now.

[Rob Elsman]

We are a national organization who's members in June voted to change our constitution reducing the number of board members from one with 4 officers and 7 directors of specific areas to a board of 4 officers and 3 directors at large. When the motion was made, the intent was for this to take effect January 1 when the new board is seated, though this was never stated anywhere. We only have a specific period of time every year whare motions can be made to change the constitution and the constitution states that if a change is passed, it becomes effective on August 1. It also states that the term of the board of directors is 2 years.

So here we are with a board of 4 officers and 7 directors and a constitution that says 4 officers and 3 directors. What do we do? One suggestion was made that the 4 officers are the only ones that are obviously on the board now and they should appoint 3 of the current directors to finish out the year. We aren't even sure who has voting privileges on the board now.

You will have to look to the orgnaization's own rules for the answers to these questions.

[hmtcastle]

What do we do?

Well, what you should have done is include a "proviso" in the amendment to the constitution that would accommodate the transition.

Having not done that, you're stuck with the results of the rule you adopted.

It seems you went from an eleven-person board to a seven-person board. You still have four "officers" so that part shouldn't be a problem. The question now is which four (non-officer) members of the board lost their seats on August 1. One possibility is to drop the last four elected (if that can be determined).

I'm afraid you're going to have to untangle this one on your own.

[Guest KC]

I don't think it's too difficult to determine which 3 of the current directors would stay. One resigned for health reasons and 3 others decided not to run for relection. That leaves only 3 that are running for relection. But under the current constitution, who would have the voting authority to authorize that. There is at least one of the lame duck directors who would most definitely not make things easy and resign.

[Rob Elsman]

I don't think it's too difficult to determine which 3 of the current directors would stay. One resigned for health reasons and 3 others decided not to run for relection. That leaves only 3 that are running for relection. But under the current constitution, who would have the voting authority to authorize that. There is at least one of the lame duck directors who would most definitely not make things easy and resign.

Whatever the society intended when the amendment was adopted prevails. It will be up to the society to determine the meaning of the constitution and the intent of the amendment. We cannot help you with that on this forum.

[Robert B Fish]

I don't think it's too difficult to determine which 3 of the current directors would stay. One resigned for health reasons and 3 others decided not to run for relection. That leaves only 3 that are running for relection. But under the current constitution, who would have the voting authority to authorize that. There is at least one of the lame duck directors who would most definitely not make things easy and resign.

While perhaps unpleasant, it seems your direction is clear. Through fault of whoever, your bylaws allow fewer directors than are currently sitting on your board. Since your membership cannot meet to decide which directors are 'in' and which are 'out' someone will have to make a point of order at the next meeting of the board that more members are sitting than are allowed by the bylaws. The chairman will rule that th epoint of order is well taken and inform the body that if any motions are decided where the votes of 'illegally' seated directors would affect the outcome, that motion would be null and void. He/she will also say that if any meetings are held where the number of 'illegally' seated directors would make the quorum, that entire meeting is null and void. He could suggest that the body decide who's 'in' and who's 'out' and that those who are 'out' will resign and the directors will affect their resignations with thanks. He could also suggest that the board could allow those directors to attend meetings and speak in debate until the normal ends of their terms.

Beyond that suggestion, as noted pby others, you're really on your own here.

-Bob

[Guest dan]

Whatever the society intended when the amendment was adopted prevails. It will be up to the society to determine the meaning of the constitution and the intent of the amendment. We cannot help you with that on this forum.

While I agree it is up to the organization to untangle this, I do not agree that what the organization intended should prevail.

[hmtcastle]

The chairman will rule that the point of order is well taken and inform the body that if any motions are decided where the votes of 'illegally' seated directors would affect the outcome, that motion would be null and void. He/she will also say that if any meetings are held where the number of 'illegally' seated directors would make the quorum, that entire meeting is null and void. He could suggest that the body decide who's 'in' and who's 'out' and that those who are 'out' will resign and the directors will affect their resignations with thanks. He could also suggest that the board could allow those directors to attend meetings and speak in debate until the normal ends of their terms.

That's one heck of a chair you've got there.

[Rob Elsman]

That's one heck of a chair you've got there.

Yeah, he must be a weaver of whole cloth.