Can our board appoint more members?

Borthwick Chris Jul2019lg

In this help sheet series, Our Community’s resident agony uncle, Chris Borthwick, offers answers to frequently asked questions about issues not-for-profits are facing.

Dear Agony Uncle,

We are an incorporated association in Victoria and our constitution provides for a minimum of eight and a maximum of 14 members of our board. I've been involved with the organisation for six years and have been on the board since the first AGM soon after I joined. In that time the board has never had more than seven members. That has not been for want of trying to attract new members.

Our constitution allows the board to appoint a new member to fill a casual vacancy, but is silent on the question of appointing new members if the minimum of eight is not current. Do we have to wait until the next AGM or is there de facto approval to appoint new members at any time in order to achieve the minimum eight members?

If so, can we appoint more than is required to reach the minimum (but no more than the maximum)?

Agony Uncle's answer

The general rule is that whether or not you're technically allowed to do something is not important unless there's money involved. If you're acting in good faith to fix a real problem, then nobody's going to get up your nose about it.

That's for next time, though. You have no technical problems at all at the moment. A casual vacancy is a vacancy that hasn't been filled at the AGM; no more, no less. You have a possible board of 14, so seven casual vacancies. Your constitution says you can fill them, so fill them, as many as you want up to 14 (mind you, I'd tend to say myself anything over 12 – or even nine – is a bit big for a board anyway, but you probably know your circumstances best).

Best wishes,
Agony Uncle.

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