# 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.

<p class="callout warning">The current <strong>Bylaws</strong> 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.</p>

## 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

| Designation | Held by | Since |
|---|---|---|
| Secretary Designee | Brian Oswald | February 11, 2026 |

## Related pages

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