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  2. Number of members

    The board should act as soon as possible to fill the vacancies (at least up to the minimum number - as Dr. Stackpole suggests, what to do after that is less clear), but the board may continue to conduct business in the interim (assuming that a quorum may be obtained). There are no automatic consequences. If the board unnecessarily delays taking action to fill the vacancies, perhaps the membership will decide this is cause for disciplinary action. Many organizations do not have a “range” for board members and simply set the board’s size at a fixed number of members. This does not mean that the board becomes unable to function in the event of the resignation, removal, or death of one of the board members - it just means that there is a vacancy which needs to be filled. In my view, the situation is no different here.
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  4. Number of members

    And while you are at it, tell us how you decide how many board members to have, between those limits. If you have less than the upper limit, are those additional "positions" vacancies to be filled (asap) or just empty seats to ignore?
  5. Number of members

    As to consequences, the organization should act as quickly as possible to elect the required number of directors, whether by holding a special election or using the organization's vacancy filling provisions, whichever is appropriate as provided in the bylaws. In the meantime, as long as the quorum requirement is met, the board as currently constituted may conduct business. Note: Check the wording of your bylaws carefully regarding terms of office. If directors serve until their successors are elected, you might have some holdover board members if the proper number have not yet been elected.
  6. Number of members

    Are the Board members elected (or whatever) by a general membership? If so run some election(s) to fill the vacant positions - AFTER checking the bylaws to see if there is some other way of filling vacancies.
  7. This! Notice to fill a vacancy requires notice "Unless the bylaws or special rules of order clearly provide otherwise (p. 468, ll. 7-8, emphasis added)." The bylaws state, " At the next regular or special meeting of the Society an election shall be held to fill the vacancy." There is certainly no specific requirement for notice, so the question would be if this clause is clear enough to supersede the clause in RONR. I would err on the side of caution and suggest that there would be notice, but there is only to remove an argument that the election is improper. I also think "Student" has a point. Even if there is a general notice requirement, it might not apply in the specific circumstance. This may an example of a specific requirement for "the next regular or special meeting of the Society," superseding a fixed notice requirement. Again, I would err on the side of caution. I would mote that the chair's ruling, even erring on the side of caution, that either the notice was required or that notice insufficient is clearly subject to appeal.
  8. HOA Annual Members Meeting Agenda

    Under RONR, no agenda is binding until adopted by the majority. It may also be changed by means of a motion to amend something previously adopted. The question is whether this organization's bylaws give the board the exclusive right to determine the agenda or merely require that the board prepare a draft. If the Association attorney is not a member of the organization, then she does not have the right to speak nor, certainly, the right to make rulings. It is common for HOA boards to assume more power than they actually have, particularly when they try to control what should be a meeting of all members.
  9. Number of members

    The By-laws of an organization require a minimum and maximum number of Directors. If, for reasons of inattention, the Board has let the number of Directors fall below the minimum number, what are the consequences? Can the Board conduct business if the minimum number requirement has not been met? (This is not a question about quorum.)
  10. Notice of Election to Fill Vacancy

    At any rate any member at the election meeting can raise a point of order, when the election is pending, that the notice time was not reasonable. Then the membership decides about "reasonableness". This sort of thing is what makes chairing a meeting fun: you, as chair, don't have to decide anything.
  11. Notice of Election to Fill Vacancy

    Previous notice in RONR is given by oral notice at the previous regular meeting (if the next meeting is within a quarterly interval) or by including it in the call of the meeting (which RONR says must be sent “a reasonable time in advance”). We are told that notices of the meetings are sent two weeks in advance. I believe Mr. Brown is assuming this means that the organization’s bylaws require such notices to be sent two weeks in advance. If this is not the case, and it is merely customary to send them two weeks in advance, then it may be possible to send an updated meeting notice four days in advance.
  12. HOA Annual Members Meeting Agenda

    Agreeing with Dr. Stackpole, you might also consult with a professional parliamentarian. Both the National Association of Parliamentarians and the American Institute of Parliamentarians have referral services. Edited to add: The NAP, in particular, has a state association in almost every state and local units in many cities. By contacting the state president or district director, you may be able to find someone locally who will help you at no charge. If you don't find what you need on the NAP website, call them.
  13. HOA Annual Members Meeting Agenda

    RONR doesn't deal with agenda "requirements" of the sort you describe. Your problem is a matter of bylaw and/or FL law interpretation, neither of which we can deal with here. In RONR-land most anything can come up, or be brought up, under new business whether anounced in a previously "prepared" agenda or not. But your rues may not allow that. Find a lawyer.
  14. I belong to a Florida HOA. Our by-laws require that if a member wants to have an item added to the agenda for the next Annual Members Meeting then the member must submit their request in writing to the Board of Directors secretary in advance of the meeting. The by-laws also state that the Board of Directors will " prepare" (quotes added) the agenda. I submitted a memo to the secretary well in advance of the meeting. My item was to have a members vote in regard to usage of common property (usage of common property can only be decided by a majority vote of at least 51 percent, the Board cannot make decisions regarding common property usage). However, because the Chairperson for the Board of Directors was opposed to my project and felt it should have been mailed out in ballot form (which would require two thirds of the returned votes to pass) she decided not to put it on the agenda, without conferring with the rest of the board. At the Annual Members Meeting I attempted to make a motion from the floor to have the item voted on but the Board Chairperson had the Association attorney on hand to say that was not allowed and that the Chairperson had the right not to include my item on the agenda. I am fairly certain the attorney was wrong. Does the Board have the right to refuse to add a member's item to the agenda?
  15. Notice of Election to Fill Vacancy

    I don't think the answer to this question is so clear cut and I believe it is mostly a matter of bylaws interpretation. First, the bylaws DO provide for the method of filling a vacancy and they say nothing about notice being required. Is that enough to supersede the default notice requirement in RONR? The bylaws also make plain that the election to fill a vacancy shall occur AT THE NEXT REGULAR OR SPECIAL MEETING. This organization has only two regular meetings a year. The notice for this meeting was sent out two weeks prior to the meeting, as the bylaws require, but that was at about the same time as the officer died. Since the organization meets only twice a year and the meeting notice has already been sent out, giving four days notice that there is a vacancy to fill might well be reasonable under the circumstances. Members were given the required two weeks notice of the meeting... and it's a regular meeting, not a special meeting. The meeting itself isn't being "sprung on" the members with short notice. They received plenty of notice of it. While I agree that two weeks' notice of an election to fill the vacancy would be ideal, I'm not sure it is absolutely necessary and I believe that ultimately this is a question of bylaws interpretation which the society itself must resolve. If the chair announces that the next order of business is the filling of the vacancy and a member raises a point of order, the chair can rule whether the point is well taken and his decision can be appealed to the assembly for a final determination. As an aside, I imagine that many, if not most or even all, of the members are already aware of the officer's death and that a successor will have to be chosen. I doubt that the special election will take many ... if any of them... by surprise.
  16. The titles were determined at the time the organization was first chartered. It is doubtful that proposing they be changed at the 119th Annual Convention would meet with much acceptance, even if it came from somewhere higher than local post level.
  17. Oh! I did resign my position as Judge Advocate so as to free myself to exercise my full membership rights. I did then introduce a resolution for a special rule to allow the Post Judge Advocate to exercise the full rights of membership as any other member which was unanimously adopted. This I did to insure that my successor doesn't find themselves frustrated and to make it easier for the organization to find someone willing to fill the position. However, I have declined to accept reappointment to the position feeling that I can best serve as a regular member.
  18. So they are elected to these positions, but they don't correspond to ranks they held during their service? Is it possible to change the names of the positions, if they are causing misunderstanding, or are they dictated by a parent organization? I realize, of course, it might not be worth trying if it will be opposed.
  19. While I'm not familiar with either of those two groups, if I'm correct in assuming that they are both auxiliary organizations of the American Legion, I would think that any prohibitions to duel memberships would be a matter covered under their national by-laws. I know that the national by-laws of our organization does not permit members from holding two elected offices at the same time. However, that is in relation to their membership in one organization and not subsidiary units.
  20. In our organization the titles to elected offices are of a quasi-military nature. Commander equates to president, Quarter Master to Treasurer and so on. In actuality, the organization is closer to a pure democracy with all members having one vote and no members vote carrying more weight than any others. Unfortunately, issue sometimes arise when carrier military retirees are elected to positions and do not fully appreciate that the title of Commander is not the same as being "In Command" of a military unit.
  21. Thank you all for your prompt responses.
  22. Also an issue in many volunteer FDs, which often are governed by meetings and are sometimes nicknamed "Roberts Rules departments." One issue is that they often make the chief the presiding officer, then have difficulty conceptualizing that the chief is in command on the fireground, but isn't a dictator in meetings. The solution in that case is often to create an office of President (or even a board) that does not correspond to the command structure. Maybe vet organizations can do something similar and decouple presiding from rank? Ideally, the most skilled presider presides, not the person with the highest rank in a very different sort of work.
  23. Formatting meeting minutes

    Well, those minutes certainly are not in accordance with RONR. But the real issue here isn't the degree of detail, it's what belongs in the minutes at all. So I don't think I agree with the members calling for minimal detail, unless minimal means 0.
  24. Motion passed but not yet effective

    I agree with my colleagues above, but want to ask: is there some reason in this organization that it matters? I understand why we care about the adopted date of legislation, and in many cases about motions in corporate boards, but why would we care in an ordinary organization?
  25. Notice of Election to Fill Vacancy

    I agree that notice is required. However, I am not sure why two weeks is suggested as the cutoff for adequate notice. RONR says "a reasonable time in advance" (p.4, line 29). It would be a matter of judgement whether four days is reasonable.
  26. Motion passed but not yet effective

    Agreeing with Mr. Huynh, there is no need for the date of adoption and the effective date to be the same. Most legislation enacted by state legislatures, for example, has an effective date weeks or months in the future. A motion is adopted on the date that it was, well, adopted. The effective date can be a completely different date.
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