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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.
Resolution on Transition to Amended Bylaw 3 – Directors
WHEREAS, the Board of Directors has amended Section 3 of the bylaws to change the number of directors, election timing, and term commencement rules; and
WHEREAS, the Board desires to ensure a smooth transition to the amended provisions without disrupting current directors’ terms or the staggered rotation;
NOW, THEREFORE, BE IT RESOLVED:
Continuation of Current Terms
All sitting directors as of the date of adoption of the amended Section 3 shall continue to serve until the conclusion of the annual meeting at which their current term is scheduled to expire under the prior bylaws.
Application of New Term Rules
At the next and subsequent elections, directors shall be elected in accordance with the amended Section 3, with terms deemed to commence from the annual meeting held during or preceding their election.
Adjustment to Maintain Staggering
The Board may, at the time of the first elections following this amendment, adjust the length of initial terms for certain directors by no more than two (2) years if necessary to establish or maintain a staggered rotation in which, as nearly as possible, one-third (1/3) of the Board is elected each year.
Record Keeping
The Secretary shall record this resolution in the corporate records alongside the amended bylaws to provide a clear historical record of the transition.
Adopted by the Board of Directors on [date].
Directors
No director shall serve more than nine (9) consecutive years on the board, except upon the vote of ninety percent (90%) of board members present. The minutes shall specify the length of the term to which such a director is being elected.
REASON FOR AMENDMENT:
Harmonize with amendment to bylaw3.
v 1.0.0-alpha
Directors
No director shall serve more than three (3) consecutive terms on the board, except upon the vote of ninety percent (90%) of board members present. The minutes shall specify the length of the term to which such a director is being elected.
Directors
As of June 2000, the position of any officer or director who fails to attend three (3) consecutive board of directors or Executive Committee meetings, without being excused, shall be declared vacant by the board of directors or the Executive Committee, as the case may be, and notice of such action shall be sent to the officer or director concerned.
Policy C.2 When Board or Executive Committee members are absent from Board or Executive Committee meetings, respectively, the President shall determine, as required by bylaw 10(c), whether individual absences are “excused” or “unexcused” and the minutes shall so record. For absences from other committee meetings, this determination shall be made by the chair of that committee.
REASONS FOR AMENDMENT:
• Excused and unexcused are not well defined; this fact plus policy C.2 gives the president overly
broad discretionary powers on what is unexcused and therefore who becomes eventually removed.
• "Consecutive meetings" is also ambiguous, as not all board members are officers.
v 1.0.2
Directors
5.1. Attendance Requirements
All directors, officers, and Executive Committee members are expected to attend all regular
and special meetings of the Board of Directors and, where applicable, the Executive
Committee.
5.2. Excused and Unexcused Absences
The Board shall adopt and maintain an Attendance Policy that
defines excused and unexcused absences, the process for reporting and classifying absences, and any procedures for
reclassification. Absences shall be recorded in the meeting minutes in accordance with that policy.
5.3. Consequences of Unexcused Absences
A director who incurs three (3) consecutive unexcused absences
from Board of Directors meetings shall have their position
declared vacant by the Board of Directors.
An Executive Committee member who incurs three (3) consecutive unexcused absences from either Board of Directors meetings or Executive Committee meetings shall have their position declared vacant by the Executive Committee.
Written notice of such action shall be provided to the member.
Resolution on Transition to Amended Bylaw 5 – Failure to Attend Meetings
WHEREAS, the Board of Directors recognizes the importance of clear and consistent standards for director attendance at meetings; and
WHEREAS, the Board has determined that the current Policy C.2 should be updated to provide clearer guidance regarding excused absences, unexcused absences, reclassification, and late attendance;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby repeals the existing Policy C.2 and adopts the following in its place:
C.2 Attendance Policy
C.2.a Excused Absences
An absence shall be excused if the director notifies the President, Vice President, or Secretary in advance, or as soon as reasonably possible, and provides a verifiable reason, including but not limited to: Illness or medical need; Family emergency; Unavoidable travel; or Other cause deemed acceptable by the President.
C.2.b Unexcused Absences
Any absence not falling under the conditions above shall be unexcused.
C.2.c Reclassification
The President may, at the next meeting, reclassify a previously recorded unexcused absence as excused, provided the criteria in Section C.2.a are met. Any director may request that the board review and vote on the President’s reclassification decision, with a majority vote being final.
C.2.d Late Attendance
A director who arrives more than fifteen (15) minutes after a meeting has begun shall be recorded as absent, unless the director provided prior notice under the criteria for an excused absence. An excused late arrival shall not be counted as an absence for attendance or removal purposes.
BE IT FURTHER RESOLVED, that this revised Policy C.2 shall take immediate effect and shall supersede any prior versions of Policy C.2.
Adopted by the Board of Directors on [date].
Directors
Annual meetings of the board of directors may be held at such time and place as shall from time to time be determined by resolution of the Board. Ten days’ notice shall be given by the secretary, via email. Annual meetings of the directors may be held by conference telephone, video conference, or similar communication equipment.
REASON FOR AMENDMENT:
Annual meetings appear optional and have no indication on when they should occur.
v 1.0.1
Directors
Annual meetings of the board of directors shall be held each year between April 1 and June 30, at such time and place as shall from time to time be determined by resolution of the Board, unless the Board, by a two-thirds (2/3) vote of its directors, elects to reschedule the meeting to a later date within the same calendar year. Ten (10) days’ notice shall be given by the secretary, via email. Annual meetings of the directors may be held by conference telephone, video conference, or similar communication equipment.
Committees
The Executive Committee shall consist of each Director who is an officer and additional directors chosen by vote of a majority of the entire board, as many as necessary to bring the total to seven (7) members. The committee shall have and exercise such of the powers of the board of directors during the period of time between the meetings of the board of directors, as are not expressly reserved to the board; provided, however, that such committee shall have no authority with respect to matters expressly reserved to the board by virtue of Section 712 (a) of the New York Not-for-Profit Corporation law, which forbids delegation of authority to (1) fill vacancies in the board of directors or in any committee, (2) fix compensation of the directors for serving on the board or on any committee, (3) amend or repeal bylaws or adopt new bylaws, or (4) amend or repeal any resolution of the board which by its terms shall not be so amendable or repealable. The president shall chair the Executive Committee.
REASON FOR AMENDMENT:
Allow executive committee to function if number is less than seven (7).
v 1.0.0
Committees
The Executive Committee shall consist of each Director who is an officer and additional directors chosen by vote of a majority of the entire board, as many as necessary up to a maximum of seven (7) members. The committee shall have and exercise such of the powers of the board of directors during the period of time between the meetings of the board of directors, as are not expressly reserved to the board; provided, however, that such committee shall have no authority with respect to matters expressly reserved to the board by virtue of Section 712(a) of the New York Not-for-Profit Corporation Law, which forbids delegation of authority to: (1) Fill vacancies in the board of directors or in any committee; (2) Fix compensation of the directors for serving on the board or on any committee; (3) Amend or repeal bylaws or adopt new bylaws; or (4) Amend or repeal any resolution of the board which by its terms shall not be so amendable or repealable. The president shall chair the Executive Committee.
Vacancies
If the office of the president, vice president, secretary or treasurer or other officer or agent becomes vacant for any reason, the directors in office may choose a successor who shall hold office for the unexpired term.
REASON FOR AMENDMENT:
Unclear on status with respect to Executive Committee if an officer resigns.
v 1.0.0
Vacancies
If the office of the president, vice president, secretary or treasurer or other officer or agent becomes vacant for any reason, the directors in office may choose a successor who shall hold office for the unexpired term.
Resignation from an officer position constitutes resignation from the Executive Committee.
Amendments
The bylaws may be amended by a two-thirds vote of all of the directors at any meeting of the directors, provided directors have been given ten days’ notice of intention to amend the bylaws, and the substance of the proposed amendment.
REASON FOR AMENDMENT:
Wording is ambiguous.
v 1.0.1
Amendments
The bylaws may be amended by the affirmative vote of at least two-thirds (2/3) of the directors present at a meeting of the board of directors at which a quorum is present, provided that each director has received at least ten (10) days’ notice of the intention to amend the bylaws, and the substance of the proposed amendment.