Directors
The affairs of this corporation shall be governed by a board of directors of at least seventeen (17) and not more than twenty-one (21) directors. The board of directors is responsible for overall policy and direction of the corporation, and delegates responsibility of day-to-day operations to the staff.
Seven (7) directors shall be elected at each annual meeting of the board of directors to serve for three years and until successors shall be elected and qualify. The board may fill vacancies in unexpired terms only at the annual meeting, and those elected shall take office at the end of the annual meeting. No person shall be elected, however, who shall not have been nominated in writing by a director at least ten days before the meeting at which the election is to be held. The board may decline to fill a seat notwithstanding the nomination of a candidate for that seat, if the refusal to fill the seat does not cause the number of board members to be less than seventeen (17). If a director is not reelected as a director that person’s directorship terminates at the end of the annual meeting at which the director was not reelected.
Election as a director of the corporation shall require the concurrence of a majority of the directors present and voting.
REASONS FOR AMENDMENT:
• Downsizing - number of directors makes it difficult to achieve quorum. Quality over numbers.
• Needs to function to restore itself even if the numbers drop.
• System of filling director tracks is complicated and rigid.
• Need to allow for mid-year elections.
• Most importantly, the Articles of Incorporation requires two-thirds of all in office or
eleven, whichever is less. Explanation
Articles of Incorporation
"FIFTH: The number of directors is to be twenty-one (21). The
directors hereinafter named and their successors shall also be the members of this
corporation and no vacancy in membership should be filled without the concurrence of eleven
directors, or of two thirds if there be less than sixteen in office, nor shall the number of
members be increased above twenty-one except by unanimous consent."
v 1.0.4a/b
See accompanying Resolution for transition below.
Directors
3.1 Number and Responsibilities
The affairs of this corporation shall be governed by a board
of directors consisting of not fewer than nine (9) and not
more than twenty-one (21) directors. The board is responsible
for overall policy and direction of the corporation and
delegates responsibility for day-to-day operations to the
staff.
3.2 Election and Terms
Directors may be elected at any regular or special meeting of
the board of directors. Each director shall serve a term of
three (3) years, commencing from the date of the most recent
annual meeting during or preceding their election, and
continuing until their successor is elected and qualified.
Terms should be staggered so that, as nearly as possible,
one-third (1/3) of the board is elected each year. The board
may fill vacancies in unexpired terms at any meeting, with
such appointments also deemed to have commenced from the most
recent annual meeting.
3.3 Nominations
No person shall be elected unless nominated in writing by a
director at least ten (10) days before the meeting at which
the election is to be held.
3.4 Election Requirement
v 1.0.4a
Election as a director shall require the concurrence of
a majority of the directors present and voting.
v 1.0.4b
No vacancy in the board shall be filled without the affirmative vote of at least two-thirds
(2/3) of the directors then in office or eleven (11) directors, whichever is less.
3.5 End of Term
If a director is not re-elected, their term ends at the
conclusion of the annual meeting at which their term expires.
3.6 Minimum Membership Requirement
If the number of directors falls below nine (9), the board
shall continue to function only for the purpose of filling
vacancies and conducting urgent or legally required business
until the minimum number of directors is restored. The
remaining directors shall, as soon as practicable, fill the
vacancies in accordance with the election procedures set forth
in these bylaws, so as to bring the board to at least nine (9)
directors.