Trustee Thoughts

I don't usually send out something so close to a meeting, but I figure at least a few people will read it in advance, and that may help the discussion flow more smoothly. Here's my thoughts.

The Problem

· We’ve allowed some confusion to slip into our record keeping, by not adequately documenting elections in which Trustees are being replaced before the end of their normal terms.

· This wasn’t a problem back in the day, because that scenario was relatively unusual. Trustees signed on for a three-year term, and were either replaced (or reinstated) at the end of it. The election results were all we needed.

· In recent years, though, there’s been a lot of shuffling of the Directors Deck at year-end, for the good of all concerned. And while we're very clear as to when these terms began, we are not clear about which ones should be less than three years.

Observation

The inestimable Mr. Andrew Koenig has pointed out these related points of New Jersey Law. The boldfacing is mine:

L.1983, c. 127, s. 15A:6-3, eff. Oct. 1, 1983.

5A:6-5. Vacancies and newly created trusteeships

a. Unless otherwise provided in the certificate of incorporation or the bylaws, any trusteeship not filled at the annual or biennial meeting and any vacancy, however caused, occurring in the board may be filled by the affirmative vote of a majority of the remaining trustees even though less than a quorum of the board, or by a sole remaining trustee. A trustee so elected by the board shall hold office until the next succeeding annual or biennial meeting and until a successor is elected and qualified.

Thinking through the implications, this makes a lot of sense. It’s more democratic, and would eliminate the confusion we’re facing at the moment. However, our Constitution says:

E. Resignation and Removal of Directors

Upon resignation of any Officer, Trustee, or Standing Committee Chair, a successor will be elected by majority vote of the Board. Successors will complete the remaining term of the Director.

Luckily, it also tells this:

This Constitution may be amended by a two-thirds majority of the Directors at two successive meetings after the amendment has been announced to the general membership and approved by a simple majority of those responding.

That being said, I intend to move that The Folk Project revise its Constitution to replace the second sentence under Resignation and Removal of Directors with the following “Successors shall hold office until the next annual meeting, at which a formal replacement will be selected by the general members.”

Assuming this suggestion is considered favorably, I'll add a little blurb for the August newsletter (and we will probably need one of those post-card notifications, too). We can then take a vote at the meetings in September and October, and implement the change in November, just in time for the 2011 elections.

Regards,

Chris