[HCoop-Discuss] Bylaws revisions again (adding two seats to the board)

Steve Taylor staylor at ncf.ca
Fri Jan 18 12:29:22 EST 2008


Nathan Kennedy <ntk at hcoop.net> writes:

> Thank you for the proofreading corrections.
>
>>> Modifying Section 305 to read as follows:
>>>
>>> Section 305. Vacancies in the board shall not be filled unless the total
>>
>>   [ ...not be filled |unless the remaining term exceeds [xx] days and|
>>   the total number of... (Does minimum term need to be defined?) ]
>>
>>> number of directors remaining is less than a majority of the number of
>>> seats, in which case a special election shall be held as soon as
>>> practicable to fill all vacant seats.  Each member may vote for up to a
>>> number of candidates equal to the number of vacancies.  Candidates
>>> receiving the most votes shall take the respective vacant seats having
>>> the most remaining time in the term of that seat's class, and shall
>>> serve the remaining term of that seat as if taking the place of the
>>> previously vacating director.
>
> Yes, I was thinking about this, but that period should be short.  How
> about 30 days?  I wouldn't call that a "minimum term."  Directors can
> resign at any time, and in any event they're just serving out the end of
> the same one- or two-year term.
>
> The other thing that came up when I was talking to Pete about this is that
> it would probably be a good idea to fill any extra vacant seats no later
> than the first election, at least if the vacancy arose earlier than 30
> days of the election.  How's that?
>
> The other thing I was thinking about was scrapping the bylaws in favor of
> something out of a formbook.  But most formbooks are quite bad.  And
> that's probably not necessary now.
>
> -ntk
>

The "remaining term" issue may be best left alone, as you wrote it. As
long as the board isn't forced by a bylaw to call an election when an
annual election is near. As always, if members reasonably ask for a
vote the board would do it.

About filling extra vacant seats at each election: I tend to agree.
With the regular annual election occurring, members are checking
candidate profiles and voting. 

Ten years down the road you may want better safeguards to avoid
electing a whole board at once. It could be up to five newcomers,
relatively unknown, who want to take HCoop in a different direction.

Formbooks are beyond my scope (copy-editor, occasional board member).
You've probably aleady considered or examined the bylaws of similar
organizations to see how they do these things.

Thanks for the work.

Steve Taylor

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