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  2. Minutes of the meeting

    And finally, to round things out... If the Board minutes are being kept private (either because of an executive session or the members are just not sharing) and the general membership want to hear what is written (maybe the gen-mems suspect something funny going on) the membership can require the board minutes to be read at a meeting by a 2/3 vote -- see page 487.
  3. Treasurers Authority

    I am, of course, assuming no abstentions.
  4. Today
  5. Sec/Treas.

    Okay people, let me jump in here. Do the By-laws actually call for for a combined position of Secretary-Treasurer, or has the society simply been combining the positions by electing the same person to both positions? The President may simply be wanting to follow the By-laws and have separate people in both positions. Some organizations can get lazy and as one person has 'always' been elected to both positions the it is easier to have one election to elect the Secretary-Treasurer instead of two elections, one for each position. In other words, when the elections are held, nominations are asked for the position of 'Secretary-Treasurer' and not for nominations to the positions of Secretary and Treasurer.
  6. Sec/Treas.

    The president only has such powers that the bylaws provide. So I think the answer would likely be "No".
  7. Minutes of the meeting

    I agree with Mr. Huynh but would add that the board itself may agree to make the board minutes available to others such as general members. Also, unless the meeting was in executive session, individual board members are free to share the minutes, but other board members might frown on this. Edited to add: the rules in RONR do not prohibit sharing the minutes, but provide that only members of the body which was meeting have the RIGHT to see the minutes.
  8. Minutes of the meeting

    Minutes of board meetings are only available to board members unless your rules say otherwise or the membership adopts a motion to make them available.
  9. Minutes of the meeting

    I am just wondering if the minutes of a regular Board meeting for a non-profit organization are private to only board members, or are available upon request to non board members of the organization? Thank you
  10. Sec/Treas.

    I don't understand. If the president is also elected to the position of secretary-treasurer, he will be holding two positions. If you are talking about splitting the combined position of secretary-treasurer into two separate positions, that would require a bylaws amendment if the current bylaws state that it is one position.
  11. Sec/treas

    Duplicate post
  12. Sec/treas

    Can an elected President of an Association take another elected position such as Secretary/Treasurer and split it into two separate positions without the Association members approval and a constitution/bylaw change?
  13. Sec/Treas.

    Can an elected President of an Association take another elected position such as Secretary/Treasurer and split it into two separate positions without approval from the Association members and a constitution/bylaw change?
  14. Can a board be elected w/o a vote?

    In the order you asked: 1) Yes, election by acclamation is proper when there is no opposition, AND a ballot vote is NOT required in the bylaws - page 443. 2) You can't "rescind" the previously adopted amendment to the bylaws, but you are free to propose, and if you have the votes, adopt a new amendment to set the Board membership back to 3 (or strike out the words "or more", if a 5 member board is OK with you). Such an amendment would have to include a proviso stating, for example, which of the current members would cease to be on the board. Or a proviso saying that the current (seven) members would serve until the next regular election at which time only 3 (or 5) board members would be elected. The "extra" members cannot be removed retroactively.
  15. I am on a board for an very small HOA-28 units. Our original bylaws stated that there "shall be 3" board members. In 2008, the membership amended the bylaws to say there "shall be 5, or more" board members. Last election-7 people wanted to be on the board. 2 are a husband and wife. Since we have no cap, there was no vote. Essentially every member one who wants to be on the board can. Thereby nullifying an actual voted in board. We have a very dysfunctional board with 3 members always voting together- running the board, and now his wife has decided to be on the board too. That makes a set majority 4 of 7 on the board without a vote of the membership actually electing or voting them in. The 3 of us might as well not be there. With a board of 5 it would be 4 to 1 which was their original intent. 1. Is it allowed in Roberts Rules to elect a board without a vote? 2. Would the cure be to rescind prior resolution. Motion for new amendment with a cap & can it be retro-active to this last non-election.
  16. Assistant Treasurer

    I think that's ridiculous. The assembly has every right to permit a late or changed vote and the moderator was free to give up the secrecy of the ballot and let his vote be known. Lawyers think they know everything.
  17. Yesterday
  18. Presidents refusal to sign contract

    Do your rules require that the President sign all contracts? If so, get a new President. See FAQ #20. If not, have someone else (such as the Vice President) sign the contract. Then get a new President. Okay, but this is a contract for janitorial services, and this is an elected officer, not a hereditary monarch, so I’m leaning toward discipline.
  19. If "policies and procedures" are standing rules, then they can be amended or repealed by majority vote with notice or a two-thirds vote without. Bylaws require a two-thirds vote and previous notice for their amendment. So put the things that should not be easy to change in the bylaws and put the more routine stuff into the policies and procedures.
  20. President of a unincorporated guild

    I think it's a good way, in general. This question should be asked to an attorney, and we don't give legal advice. (Or maybe an accountant or relevant consultant. In any event, though, it's not a parliamentary question.)
  21. Special Election

    No rule in RONR would require it.
  22. President of a unincorporated guild

    Any discussion of requirements for the IRS is beyond the scope of this forum.
  23. Hopefully, lawyers know something about the law governing corporations as well as the law of agency in their particular jurisdictions, since these are the laws which govern the use of proxies, and take precedence over parliamentary law. So look in that direction (which you ought to know something about). As far a parliamentary law is concerned, "Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it. Ordinarily it should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable." (RONR, 11th ed., pp. 428-29)
  24. Not if the requirement is an ordinary "majority vote", as opposed to "a majority of the members present" or "a majority of the entire membership". If the requirement is an ordinary majority vote, it is based on the number of members voting, not the number present. A vote of 2 to1 is a majority vote. So is a vote of 1 to 0. It doesn't matter how many are present as long as you have a quorum.
  25. Special Election

    Guest Kim, I don't quite understand the facts. Perhaps it is because your second sentence doesn't make much sense. Can you try to clarify.... and tell us what position this person currently holds and what position she wants to run for? What "both positions" are you referring to? I can tell you, though, without waiting for more information, that once a person resigns from a position, that person does not automatically get to "reclaim" the prior position. It's possible she can be re-elected to it or be appointed to it, but it is certainly not automatic.
  26. In the By-Laws some items say as defined in policies and procedures. Is this a good way or should item be completely defined in the by-laws. If By-laws are amendment and sent to the IRS do you have to include the policies and procedures?
  27. Special Election

    I have a chapter board who will be holding a special election for an executive board position. Another executive board and to run for the position. Questions, does she have to step down in her current position to run? If she runs and loses, can she reclaim her previous position. Should they include both positions in the special election?
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