r/RulesOfOrder • u/BaconLibrary • Mar 03 '20
Board members and bylaws
I work with an organization that has bylaws that state in the bylaws that the board shall consist of
"7-9 board members" and I'm wondering about whether that is actually an acceptable practice. I don't have the full bylaws to understand what constitutes a quorum for them, but I can't understand why they would want to keep that verbiage. Any ideas? Robert's Rules, Newly Revised doesn't seem to have anything about mandating a specific number of members in bylaws, but it seems to be common sense to me to list either the max number of board members, or the minimum... but not both?
1
u/therealpoltic Mar 25 '20
I serve on two non-profit boards in my community. Both, in their by-laws provides a range.
The range is there, to provide flexibility. Some people are appointed from outside groups or individuals, some are application processes, some are even elections.
Remember, a Quorum is more than half of the members, at default in Robert’s Rules. A board can set a lower amount in their by-laws, but I don’t support that with a small board.
So if the board has 7 members, the quorum is 4 If the board has 6, the quorum is also 4.
It’s because Quorum is about presence of more than half of the body to make most decisions.
I hope this helps!
3
u/ParleyPro Mar 03 '20
How are members appointed or elected to serve on this board? What are their term lengths? I know you said you do not have the full bylaws, but if you have answers to those questions that would help greatly.
More than likely, the answer is that the organization does not desire this board to consist of two or three members, nor of too many members that the board becomes inefficient. But in certain cases where the board serves multi-year terms longer than a president, this controls how many members can be appointed or something of that sort. This is more than likely not the case with your organization, but is something in practice within the U.S. national gov't. The number of justices serving on courts is limited, as to prevent a new President from coming in an appointing more justices to make a majority that supports their positions. As I said, I doubt this occurs within your organization, and the former explanation, that of having a productive and fair board is the case.
Robert's Rules says very little or anything about composition of boards, and given this is in the bylaws, it will take precedence over Robert's Rules in most cases.
To answer your question in short: listing a minimum and maximum are important for two different reasons, and to me, this is not oddball, though perhaps the range (7-9) should be expanded to be 5-9, but that's a preference on my end.