All Activity

This stream auto-updates   

  1. Past hour
  2. Dang. Looks like this won't be quite as easy as one might hope. It was actually a discipline situation (the member and their spouse broke one of the organization's rules, and after being assured by the board member in question for three months that they would fix the issue, we voted to send them an official letter about it, requiring that the situation be fixed). It would have been much easier to have a frank conversation about it without that person being present. I see the potential for abuse, although in our organization's situation, we *could* make the conflict of interest situations in question very specific. But I see we would have to be extremely careful with the wording. Thank you for all of the feedback. We'll need to ponder this some more.
  3. When the minutes are pending approval and a member proposes a correction, it will take a majority vote to decide the matter if anyone objects to the correction. That said, a teller's report should never be stricken from the minutes as it's an essential element of a vote taken by ballot.
  4. If a member proposes that the minutes be corrected (at the time of their approval) by striking out the tellers’ report from an election, and another member objects, does the correction require a two-thirds vote? PL says that “anything that the rules require to be in the minutes cannot be struck out, except by a two-thirds vote” (q. 248, p. 499), but RONR includes all corrections under the usual rules for amendment, i.e., majority vote ([11th ed.], p. 354, ll. 30-33). If a two-thirds vote is required to strike a tellers’ report, would it also be required to strike something more mundane, such as the name of the maker of a main motion? Similarly, what vote is required to correct the minutes by inserting something that RONR says should never be in the minutes, such as the secretary’s opinion, or something more mundane, such as a brief summary of a guest speaker’s remarks?
  5. Today
  6. And... 5. The incumbent officers stay in office, IF your bylaws have the appropriate "and/or until..." phrase in place -- see p. 573, line 33ff. This should be only a stop-gap, however.
  7. I'm not sure of the facts in this case, although Mr. Martin's interpretation seems reasonable to me. Perhaps Guest Lawrence Boze could clarify exactly what the bylaws say regarding these past presidents.
  8. No rule in RONR prohibits it. He could appointment himself chair even if he isn't an ex officio member, provided nothing in your bylaws prohibits it.
  9. If the President is an ex officio member of a committee and the By-Laws state the President appoints the chair can the President appoint themselves chair of the committee?
  10. Take your pick. You (your organization) can choose more than one. 1. They keep trying. 2. At the election you take nominations from the floor. 3. You vote by ballot and write in names. Someone might be elected with only one vote if he is the only one to receive a vote . 4. You disband the organization (or at least threaten it).
  11. What happened when the nominating committee can not fine people to fill up seats?
  12. In the case where there is some action that the bylaws assign to the board, the assembly can neither instruct or rescind/amend that action. (p. 483, ll. 9-11). The assembly may instruct the board in all cases "[e]Except in matters placed by the bylaws exclusively under the control of the board...." For example, if the bylaws state "The board shall have the sole authority to buy real estate," and says nothing else, the assembly may not instruct the board to buy Lot 49. The assembly may recommend that the board buy Lot 49. They may be able to change the composition of the board to one that is favorable to buying Lot 49. They may be able to amend the bylaws giving themselves the authority to buy real estate. They cannot order the board to buy Lot 49. The same principle will apply to this "oversight committee." The committee is not established in the bylaws, and cannot oversee something established in the bylaws. They may establish a rule permitting members of a committee to attend all board meeting, and even make recommendations to the board. They can amend their bylaws to create such a committee the power to supersede the board. That committee cannot supersede the board 's actions unless the bylaws grant the assembly the authority to create such a committee.
  13. Sure it can, on a case-by-case basis. The society can instruct the board or repeal/amend things the board has done. Anyway, we're not talking about changing the power of the board, we're talking about delegating other powers to an oversight committee.
  14. I think if that someone got termed out based on the bylaws they couldn't be elected to the same office.
  15. Yesterday
  16. Rev. Ed, the term "majority vote" is defined in RONR as the majority of those present and voting. If you say a "majority vote of the entire board" is required to adopt something, that is ambiguous because "majority vote" means "more than half of the votes cast". So, with that language, your rule could easily be construed as meaning you are requiring a "majority of the votes cast of the entire board". That is not the same thing as requiring the vote of a majority of the entire board. On the other hand, the term "a vote of the majority of the entire board" clearly means that more than half of the members of the board must vote yes. That is the language used consistently by RONR when describing a situation where the affirmative vote of a majority of the entire body (whether the membership, the board or a committee) is required. I strongly suggest that if your intent with a rule is that a majority of the entire voting body must vote yes in order to adopt a motion that you use the wording that RONR consistently uses: "a vote of a majority of the entire (membership, board, or whatever)". It removes the ambiguity.
  17. Worse yet, this decision seems to only be made after the fact, if a member fails to report a conflict of interest, and the potential penalty is removal from the board. If a member reports a conflict of interest, he must recuse himself. There is no mechanism for a member to report something which he thinks might be a conflict of interest (or which he thinks is not a conflict of interest, but realizes that other board members might disagree). If a board member thinks something is not (or may not be) a conflict of interest, his only recourse is to say nothing and hope he doesn’t get kicked off the board later.
  18. No. Also, consider amending your bylaws to remove these positions from the board. One Past President is bad enough. I don’t think he does. As I understand the facts, all Past Presidents of this organization serve as ex officio members of the board for five years after leaving office as President. One of the Past Presidents is now off the board, and they want to appoint him to the “position” of one of the other Past Presidents, who claimed to “resign” from an automatic, ex-officio position. If I understand the facts correctly, the only persons eligible to serve in these positions are those who have served as President in the past five years. This seems similar to the frequent questions we get about replacing the more common Immediate Past President with someone else.
  19. No offense but do you read the questions we get on this board? Here is one I remember off the top of my head with no searching: the OP was concerned that having a husband and wife on the same Board was a conflict of interest. What about the recent one where an attorney's father was on the Board. You are putting a member's rights in the hands of people that don't know what conflict of interest means.
  20. What if there is disagreement over whether a particular situation constitutes a conflict of interest? Additionally, unlike the rule in RONR, your proposed rule does not say “not in common with other members.” What if a situation arises where a majority of the board members, or even all of the board members, have a conflict of interest?
  21. Someone could be elected or appointed to office if that person meets the eligibility requirements for office according to the bylaws.
  22. Can a Past-President of a organization who is no longer on the Board of this organization as a Past President after 5 years as allowed by the by-laws of the organization, be placed back on the Board by appointment of the current President of the organization or by vote of the Board to take the place of another Past President who resigned from the Board two years ago who would have otherwise been on the Board until 2018 as a Past President
  23. No, but I was not clear. I edited it.
  24. I guess I don't see it that way - to me "majority vote of the entire Board" means that if there are 10 directors, 6 must agree. But, I will agree it could be written differently. But I don't see how there's an issue with telling a director what a conflict of interest is. If they do not declare the conflict and excuse themselves, then they are off the Board. That's not an 'abuse' that's common sense. If the person works for company A and that company may get a contract (i.e. they put in a bid) then the director needs to state "I work for company A and am excusing myself from dealing with this issue" and then leave. If the director does not do this then they are in breach of the By-law. Two options to prevent any chance of 'abuse' would be to either let the general membership make the decision or to let an independent 'arms length' committee to hear the accusation and make a decision. There are cases where the Board could use something to remove a director, such as an Ethics By-law, but I see a Conflict of Interest By-law to be more clear cut. Either the person is wrong or they are innocent.
  25. Did something fall through the not-hole? In the case of a nominating committee which has risen, after which one of their nominees wishes to withdraw, would it not be sufficient for the nominee to contact the chair or a member of the nominating committee rather than waiting for the next assembly meeting, which might well be the election meeting?
  26. To add a bit for clarity, you bylaws do not follow RONR, because they do not have to. Your bylaws supersede RONR (p. 14, ll. 17-25). When there is a conflict between RONR and your bylaws, you go with your bylaws. Unless there is something in your bylaws that says that members may not vote on minutes of meetings at which they were absent, they may vote. There is no requirement that the members actually know what the are doing when they cast a vote.
  27. Given many of the questions on this board, I see this as open to abuse despite how it is structured.
  1. Load more activity