Greg Goodwiller

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About Greg Goodwiller

  • Birthday 10/29/1960

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    Oxford, MS

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  1. Can you give the entire quote, just to be sure? If it is as you say, and nothing else, then no. But there are several variations that would change it, such as: "a majority vote of the shareholders," a majority of shareholders voting," "the shareholders present share constitute the shareholders for the purpose of admitting new shareholders," or whatever.
  2. notice of motion to rescind

    Agreed on all counts.
  3. notice of motion to rescind

    First of all, your bylaws, or for that matter your state's code, may define "minimum meeting notice." If not, then what Roberts says is that meeting notices must be "reasonable." That is a judgment call, and as the presiding officer, you are the initial "judge," and make a ruling. If the body disagrees, it can appeal from your ruling and overturn it. The rule on notice time exists for the benefit of members who may choose not to attend. Is 48 hours enough time for them to adjust their plans if the matter is important to them? Quite possibly not. A usual kind of rule is generally more like ten days or two weeks. Also, it clearly was not in the call to the meeting, which is distributed by the leadership. Sending it to the leadership, or even the entire membership, doesn't make it part of the call. And another matter may be whether or not the motion is in order at all. You say its adoption would alter the meeting. But is it germane to the business under consideration? If not, it may not be in order at this special meeting since it wasn't included in the call to meeting. Again, that is your ruling to make.
  4. As stated above, RONR doesn't use the term "execute," but assuming a resignation's "execution" is the same thing as its "effectiveness," people resign with future "effective" dates all the time (as in, "I am resigning as CEO of this company effective June 1st"). And RONR states "the duties of a position must not be abandoned until a resignation has been accepted and becomes effective" (RONR pg. 291, ll. 10-11, emphasis added). I see no limitation in that statement that requires the the "acceptance" and the "effectiveness" to be simultaneous. So if the board accepts the effective date, then that is when the resignation becomes effective.
  5. Mrs

    I believe the motion to go into executive session could also include a list of those invited to remain; that is, this sounds as though an assembly can only consider that question once they're in executive session.
  6. by-laws

    I concur with my colleagues. To directly answer your question, yes. Your bylaws can simply refer to the "constituent groups" as a class, without naming the group's members. It just needs to clearly state who determines the membership of that group, whether it is the bull governance Board, or some body to which the authority is delegated.
  7. This would be very difficult to compose generically, since every organization is different. We have such a checklist for the semiannual meetings of the organization I serve as my primary employment. It includes things like the gavel and moderator's cross (it's a Presbyterian Church entity), name badges for members, blank ballots for any ordered ballot vote that might occur, check in lists for credentialing, and on and on. But I think you just have to develop such a list based on an organization and its needs/traditions.
  8. Nothing in Robert's Rules precludes a resignation via email, or requires a resignation to be offered in a "written letter" and/or presented in person.
  9. Having re-read your line about the change at the previous meeting, I concur with Kim. Any time from 0 to 5 would be within the scope, but not greater than five.
  10. When amending bylaws which have been previously adopted by the organization, what matters is the "scope" of a proposed amendment. So in order to answer your question, I would need to know whether the current bylaw is more strict, and the proposed amendment is attempting to ease it, or the opposite. Robert's Rules says, "when previous notice is a requirement for the adoption of a motion to rescind or amend something previously adopted, no subsidiary motion to amend is in order that proposes a change greater than that for which the notice was given" (RONR pg. 307, ll. 30-34). So if the current bylaws only allow three days, and the proposed amendment goes to five days, an amendment to go to fifteen or twenty would be beyond the scope of the notice. But if the current bylaws say thirty days, and the proposed amendment goes to five days, then amendments anywhere between five and thirty would be in order, but nothing fewer than five.
  11. Hm. That becomes an interpretive matter with respect to your bylaws; namely, how do we interpret "at the annual meeting." What Robert's Rules says about that is that it is up to the members of an organization to interpret its own bylaws. When you do have elections at an annual meeting, when in the meeting do they occur? It sounds to me as though an amendment to your bylaws would be in order - to say something like (in section a): "The terms of the Elected Directors shall be staggered so that the term of one such class of Elected Directors shall expire at the Annual Meeting upon the election of their successors, or if no elections are held at the annual meeting, upon the convening/conclusion of the meeting." Then the organization itself can decide which it is.
  12. The right to participate in debate is a basic right of membership in an organization, which Robert's Rules upholds. So, assuming these individuals are members of the organization in question, by Robert's Rules they have every right to be present - and barring their participation would require a rule that "trumps" the parliamentary authority (bylaws or special rules of order, in this case). I'm a bit confused by your term "executive," which is often applied to positions that are more like "staff" positions and do not require prior membership in the organization. If that is what you mean, then the opposite is true - non-members have no default rights in Robert's Rules, and only have the privileges granted them by vote of the organization.
  13. Robert's Rules (RONR), in its section on elections, states that "an election to an office become final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy" (RONR pg. 444, ll. 18-20). It further states, "An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time" (RONR pg. 444, ll. 28-30). I don't see anything in your bylaws that would change that. So whenever you hold the elections during your annual meeting is when the new officers take over. For that reason, most organizations either hold the elections at the beginning of the meeting (if they want the new officers to run the annual meeting) or at the end of the meeting (if they want the outgoing officers to run the annual meeting).
  14. It sounds as though the Board had some pressing matter to handle in Executive Session, and that it chose to handle that business at the beginning of its "regular meeting." In and of itself, I don't think that decision violates what you have quoted from the society's bylaws. Impolite, perhaps, but not a violation, unless there are other bylaws dealing with conducting business in Executive Session, or affecting the order or conduct of business.