D_K

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  1. Thank you. Is there any page in RONR I can cite to for support of that argument? I'd like to be prepared.
  2. The bylaws of the organization provide that officers serve a term of "two years or until their successors have been elected." The bylaws further provide that elections are held at an organizational meeting that "shall be held in January of each odd numbered year." All meetings are held at the call of the president. The president failed to call the meeting in January and scheduled it for a date in February. A few members of the group are grousing about the fact that the bylaws say the elections "shall" be held in January. They have argued that "shall" means "must" and is mandatory, and thus elections cannot be held in any other month and the election in February will be invalid. To me this in an absurd result that is to be avoided under the principles of interpretation (RONR pg. 570-71). Is there anything else in RONR that I can point to that will support my argument that an election held in February is valid?
  3. 1. Unless having the correct "annual meeting information" is required by your bylaws, I think it's appropriate to correct the year because it doesn't affect the substance of the proposal. 2. You have to follow your bylaws regarding the number of owner signatures required to propose an amendment. If five are required and the amendment was submitted with none, then it's not a valid proposal. 3. The only way to reduce the voting requirement on a bylaw amendment is to amend the bylaws using the current process.
  4. My guess is that the organization took a yes-no vote on whether to elect the sole nominee, instead of declaring the nominee elected by acclamation like they should have (assuming of course that there is no rule in the bylaws requiring a ballot).
  5. The bylaws of a political party provide as follows: "Any vacancy occurring in the offices of [list of officers] shall be filled by an election held at the next regular or special meeting of the County Central Committee." In another section the bylaws state "The County Executive Board conducts party business between regular meetings of the County Central Committee." A county executive board has held a meeting to fill a vacancy. I believe that bylaw language quoted above does not allow them to do so, and only a meeting of the county central committee can fill a vacancy. Does anything in RONR support an argument to the contrary?
  6. If your HOA is subject to open records laws or open meetings laws (a/k/a sunshine laws), you should consult with an attorney about whether they apply to correspondence among board members or committee members.
  7. As stated above, it is up to your organization to interpret its bylaws. And jstackpo has laid out the many good reasons for not having the IPP serve on the board. However, I don't see any ambiguity in the portion of the bylaws you provided. Mary is now the IPP, but she does not serve on the board because she became the IPP by resigning. Tom does not continue to serve on the board because he is no longer the IPP. While Bob is president, the board will be one person smaller. Bob's reelection does not change that because he is not yet a past president.
  8. If the bylaws don't require approval of the nomination by the nominee, are you saying that the answer to the original question is no and that an election is required because 8 nominations were made?
  9. No, you don't need to revote on past issues. The approval of your minutes has no bearing on the validity of the prior action. If the organization knows what occurred at the last meeting, it should write that down into a set of minutes that can be adopted. Your situation illustrates why RONR says that if you meet less than quarterly you should authorize a board or committee to approve your minutes. Don't wait an entire year.
  10. The resignation was placed before the assembly, so it cannot be withdrawn. However, running for the office that one recently resigned from is not the same as withdrawing or rescinding the resignation. It may be odd, but the new election is a brand new question for the assembly. The assembly gets to choose its officers, and if they want to pick the person who recently quit, that is their prerogative. Ultimately, there is no way to prevent the nomination or election of a person without disciplinary proceedings unless your bylaws say otherwise.
  11. The bylaws of an organization read as follows: "The Credentials Committee shall convene prior to the state convention. They shall pass on all credentials of delegates and elected representatives to the state convention. At noon each full day of the convention, a bulletin, including the name and official capacity of each approved delegate, shall be posted in a conspicuous place in the convention hall." The bylaws also provide that RONR govern the organization. So would the convention still approve the credentials report per RONR pg 615-616, or do the bylaws place all credential questions exclusively in the hands of the committee?
  12. This depends on the wording of your bylaws regarding the length of terms. If there is language that the terms last for a certain period of time and something to the effect of "or until a successor is elected," then the chairman is still in office until the next one is chosen. However, if your bylaws just say that the term is until the end of the year without any other qualifications, then the chairman stopped being chairman at the end of the year and has no authority to preside at a meeting. In that case, if the treasurer is the next officer in line, then that person presides until the new chairman is elected.
  13. Would such a provision prevent the adoption of a complete revision of the bylaws that does not include that provision?
  14. Josh, What if this organization wants to avoid the heightened vote requirement for ASPA? Would adopting their calendar "with flexibility" allow them to modify it at any time with a majority vote?
  15. Thank you for the responses. I appreciate the guidance. Roger, the bylaws do not say anything about who shall be recognized as delegates. Regarding membership in the state assembly, it says "The [state assembly] shall consist of the [local officers] from each [local unit] and the [state officers]." After elections, the local unit sends to the state secretary a form with the names of the officers elected. In this case, each group from the same local unit submitted a form. The local units do not have separate bylaws. The state bylaws govern the operation of local units, including provisions for calling a meeting and notice. Rev Ed, the local units are geographically based, so the members may live in the area but not organize the local unit. If local leadership gets burned out and no one else steps up, some units may go a few years without meeting or holding elections. Because they don't have their own bylaws, they would not be able to agree to a new set.