Adding Board Members

Started by RuthF1 • 12 replies • 2627 views

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RuthF1 (Washington)
Posts: 117

Posted:

We want to add two new board positions to our board at the annual meeting. Currently we have 5 but want to bring it up to 7.

Our bylaws state:

The affairs of the association shall be governed by the Board of not fewer than three nor more than seven directors, who shall be elected by ballot from the members of the association. The members of the association at any meeting may change the numbers of directors within those limits, but shall not reduce the number in such a manner to dny any incumbent director (unless removed for cause) a full term of office.

My Question is: Do we have to make a motion at the annual meeting to add these positions or can the board just say we want to add the additional positions?

r

TimB4 (Tennessee)
Posts: 21,059

Posted:

Ruth,

Based on the wording you provided:

Yes a motion must be made and passed prior to raising the number to seven or decreasing it back to three.

Just make the motion before the vote. If it passes, seven people get elected. If it fails, 5 get elected.

Make sure that this motion is advertised to the members prior to the meeting.

Tim

RobertR1 (South Carolina)
Posts: 5,164

Posted:

I agree with Tim.

However, when this motion is made, I would want a Board member to make it a qualify that the motion as made conforms to any requirement as stipulated in you documents.

Example:
I move that the Board accept a motion to raise the current board number from five to seven effective immediately following an affirmative vote of the members. Our documents haveb been searched and it is confirmed that this motion is allowable under any conditions as stated in our governing documents.

After discussion and vote the number is raised. Then the votes can be tallied and new members elected by popular vote. Make sure that you have plenty of candidates to select the total vacancies open at time of meeting.

RuthF1 (Washington)
Posts: 117

Posted:

Thanks Tim and Robert, I thought I was reading it correctly. The PM told me we could just say we wanted to add the two positions and ask for volunteers to fill them. She doesn't know we already have two people who are willing to serve.

SusanW1 (Michigan)
Posts: 5,202

Posted:

I am confused: your bylaws state that the board number ranges from 3 to 7. But, the board can set it at another number so long as it does not go below the 3. So, was that done - by motion and vote in the past? (to the 5)?

If not, then just hold your election and take as many candidates as possible to fill the 7 slots. If there are not at least 7, then you take the number of candidates offered up, whatever that is.

If it is a board decision that the number be at 5, then you will need a motion to change it to the 7.

Your bylaws are confusing. Work to make them more clear.

RuthF1 (Washington)
Posts: 117

Posted:

Amen to that Susan. The bylaws are 14 years old and I too feel they are too confusing. We are going to work on those and the Rules this year.

RichardP13 (California)
Posts: 1,767

Posted:

I am somewhat confused. If you are going to add the two positions at the Annual Meeting, why not give members the opportunity to vote the new individuals in at that time. If I read what you wrote, "The affairs of the association shall be governed by the Board of not fewer than three nor more than seven directors, who shall be elected by ballot from the members of the association". It sounds like you are willing to bypass the election process and go straight to appointments. Is there some kind of emergency?

RuthF1 (Washington)
Posts: 117

Posted:

Sorry for the confusion. We have a great board going now after a lot of hard work and a bit of a battle this year. We've decided we wanted to expand the board with the hope that 2 more people would want to serve giving the board more depth.

The 5 we have all want to stay and we have two other people who said they would be interested in coming on board. Two positions are up this year and again they want to stay on. Because we normally didn't have enough volunteers to cover the 5 positions we have now there has never been a ballot vote. People just raise thier hands and wa la they are on the board. In the recent past we were lucky if 2 BODs showed up to meetings. This was due to an overzelous PM who has pretty much run the show for 10 years. We are going to change that this year. But we want it to be a smooth transition with a strong board in place first.

We hope to change the attitude by next year to where we actually have people who want to "run" for a position and we actually have to vote.

Didn't mean to make this more than it was. I just want to make sure I was reading our bylaws correctly and if we needed to make a motion and vote rather than what the PM told me and just make the statement we are adding two directors to the board.

Long story behind this but I want to make sure we are doing it correctly so someone can't come back and say the new members weren't brought on the board according to our bylaws and invalidate them somewhere down the road.

Thanks for everyones help. I love this forum. I learn something new everyday.

RuthF1 (Washington)
Posts: 117

Posted:

Just a caveat to this. Robert and Mary helped me get things straightened out after a real battle of the board last year.

We don't have any hidden agenda here, just doing what everyone told me to do and cross my T's and dot my I's so I don't get blindsided again.

MicheleD (Kentucky)
Posts: 4,491

Posted:

Ruth:

I think you are sweating something that isn't an issue.

It appears to me that all you need to do is simply run 7 people on the ballot, and all with be voted in.

You can have up to 7, you don't have to "set a number" each year.

Now if 9 people were to run, you'd have an issue. You would then need to expand, via change in documents, the number of people on the board.

The "range" just gives boards the flexibility to account for those years when fewer than the maximum run.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Michele,

Ruth stated that only 2 of the current 5 board members are up for re-election this year. Also, there are 2 additional members who are willing to run for a seat. IMO, the ballot should have all 4 names on it and the members instructed to vote for 4. At the meeting the members will vote on whether or not to increase the board to 7 members. If the vote carries, all 4 running will be elected. If the vote does not carry then the 2 candidates with the most votes will be elected.

My opinion is based upon the assumption that the original board was set at 5 members and the bylaws state a member vote is required to increase the size of the board.

It's true you don't have to set a number each year. If there are 3 vacancies but only 1 candidate then the board is automatically reduced by 2 members. The board may make appointments to fill the vacancies or just let the board operate with the reduced number of members. The next year if there are enough candidates the 2 vacant seats can be filled (if the board did not make appointments) and the board will again have the required number of members.

RuthF1 (Washington)
Posts: 117

Posted:

Thanks Mary, you always are able to make sense out of these things.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Ruth,

Thanks -- my pleasure!

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