As near as I can tell from reading the bylaws, the amendments thereto, the
articles of incorporation, and the oldest available coop conference, we
didn't establish a procedure for staggering the terms of the directors of the
corporation.  Now that we have reduced the number of directors, four will be
elected this year.  As things stand, these four will serve for two years.  I
suggest that we elect two to one-year terms and two to to two-year terms.

The easy way is to say that the top two vote-getters will get two-year terms.
However, I expect that we will have just enough nominees to fill the open
positions, and that all will get the same number of votes.  So I suggest that
we specifically nominate directors for one- or two-year terms, and
specifically vote for each nominee for a one- or two-year term.  I've no
objection to nominating the same person to both a one-year and two-year term.
However, each of voter will have to clearly indicate whether the nominee is
to serve for one or for two years.

11 responses total.

You will have to first amend the bylaws to do that. The bylaws specify the
election procedure so you can't do it any other way until you change the
bylaws. We did precisely this in a society in which I am on the board: we have
staggered two-year terms (and a term limit of four terms, at which point a
director has to take at least a year off). 

So, we'd do the "initial" re-staggering as a special case in this year's
election, then have it set up to run 3:2 (or 2:3) after that?  That will
result in a section of the by-laws we'll never use again (except maybe
as an example for future boards).  Dead code, so to speak.  But at least
it would be documented and per the by-laws.

A "special case" would violate the bylaws. The organization of which I 
wrote does that a transition clause - dead code, as you put it - in the 
bylaws. The US Constitution has such - Amendment 17, for example. Why 
not enact the bylaw amendment first and then follow it? There is now 
particular reason to try to hurry it.

I'd propose this as an amendment to the bylaws, section 4a to read:


BOD members shall be elected to two-year terms that begin on January 1 
of each year.  Terms of office shall be staggered, with 2 board 
positions being filled in even-numbered years and 3 in odd-numbered 
years.  

The 2011 election will be for 4 board positions with the person 
receiving the fewest votes serving a 1 year term and eligible to run an 
additional two consecutive terms. In the event of a tie for the one year 
term the person with the least history of service on the board will be 
elected for this 1 year term. In the event there is still a tie for this 
position the 1 year term will be determined by drawing lots.

We'll need a bylaws amendment to address the new, smaller board.  So 
tagging on a specific statement that applies only this year isn't a big 
deal. Mostly, I'd want to write it so that it takes care of any ties. 

I'd also like to find a way to ensure the organization continues even if 
we don't have enough candidates to make 5 board members. Would there be 
any support for adding this clause?:

In the event an election does not have enough candidates to fill the 
available positions then that seat will remain open and added to the next 
election.  Under these circumstances a board can have a minimum of 3 
members.

What's the current bylaw for filling vacancies? Usually the Board fills 
vacancies, and could in the event of insufficient candidates.

Also, are write-in candidates allowed? That might usually solve the 
problem of insufficient candidates.

I would suggest not having sufficient candidates as an "unusual event", 
that can be handled by the vacancy filling method, or usually taken care 
of by write-ins. No reason to leave the seat open. The Board should be 
able to strong-arm *somebody*....

I think Rane just volunteered to be strong-armed.

See?  I don't think that's the way we want to go.  When we can't find 
three people who find the volunteer position worthwhile - then it's time 
to shut her down.

Just curious, when the vote is going to occur?

(I'm only asking because I sent in a year worth of membership dues via
paypal a month ago, along with emailing a copy of my ID, but I'm still not
on the !members list yet ...)

The election is in December.  I (the Treasurer) need to get with the Acting
Treasurer to get Paypal squared away.  Once I do, all memberships will be
properly recorded and given appropriate periods.

Yes, Rane, I knew a bylaw amendment was required.  I was supposed to enter
this item almost two months ago, to begin the process of working out the
wording.  Ah well.  Along that line, could you provide the wording from that
other organisation's bylaws?

To answer your question, "If an office is vacated before expiration of its
term, an election to fill the vacancy shall take place within three months.
A partial term so created of six months or less will not count toward the
two-consecutive-term limitation" (Art 4, Section c, Bylaws).

Given the last sentence of the quoted section, I'd say that a one-year term
should count toward the two-term limit.

We lowered the number of directors to better match the membership numbers.
If we can't muster five interested candidates, I'd say it's time to shut
down.

I don't like tie-breakers.  If one can't be avoided, I guess drawing lots is
as good a way as any.  (I recall an instance when the Ann Arbor School Board
membership was decided in that way.)  So why not skip the extra steps and go
straight to the Board drawing lots at the first meeting after the election?

I'm fine with the candidate being elected for a one year term having that 
count as one of two maximum consecutive terms.  I'm also fine with going 
straight to the board drawing lots in the event of a tie.

We amended our bylaws and added a sentence saying "This Article shall become
effective with the 1992 elections of Trustees and Officers."

Copies of the bylaws should always carry a "As amended mm/dd/yyyy" statement.

I'd suggest that the bylaws also be amended to give the board the power to
fill vacancies that occur during a term (for the duration of the term). 

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