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).
You have several choices: