Board Seats, Designations and Succession

These are the standing rules for how many seats the board has, what designations are, and how officer succession works. They come from Project Continuum, a board capacity and succession framework the board approved 5-0 at its January 6, 2026 meeting.

Board size

• The board may have up to nine voting directors.
• The four officer roles stay as they are: Chairman, Vice Chairman, Secretary and Treasurer.
• The remaining seats (up to five) are Members-at-Large. Every Member-at-Large is a full voting director with the same fiduciary duties as an officer.
• The board does not have to fill all nine seats. It may operate at five, six, seven, eight or nine members, and each new seat should be filled for a clear purpose.

The current Bylaws still cap the board at seven directors. Project Continuum called for a bylaws amendment to match the nine-seat structure, and the board is preparing that amendment.

Designations

A Member-at-Large may be given a functional designation tied to one officer role, such as Secretary Designee, Treasurer Designee or Vice Chairman Designee. A designee trains alongside the officer and helps with the role. Designations are optional; the board decides when they are useful, and some Members-at-Large have none.

Designations follow five rules:

1. Officers stay accountable. The officer keeps full responsibility and authority for the role. The designee helps under the officer's direction and has no independent authority beyond what the officer or board delegates.
2. No automatic succession. Being a designee does not guarantee becoming the officer. Officer appointments always take a board vote.
3. One designee per officer role at a time.
4. Written scope. Each designation should have a written description of what the designee does and what stays with the officer.
5. Reviewed regularly. The board reviews designations annually and may reassign, remove or leave them vacant. Removing a designation does not remove the person from the board.

The board, not the officer, assigns and removes designations.

When an officer is away or leaves

• Temporary absence (illness, travel): the designee may carry out assigned tasks under the officer's direction or standing procedures. The officer stays accountable.
• Resignation or removal: the board appoints the replacement by vote. A designee may be a preferred candidate but is never appointed automatically.

What this framework does not do

• It does not create assistant or shadow officers.
• It does not change officer duties or authority.
• It does not allow the board to grow beyond nine.

Current designations

Related pages

• Organization Structure and Current Board
• How to Nominate a Board Candidate
• Joining the Board