SeanDeNigris

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  1. Thank you for all the assistance. We ended up having a special nominations meeting, and rescheduling the elections to provide proper notice thereafter.
  2. Our bylaws specify that our president is an ex-officio member of all committees [1]. They also say he can delegate powers [1]. If he is unable to attend a committee meeting, can he send a replacement e.g. another officer? Thank you! 1. From Bylaws (my emphasis added), Article 7: Duties of Officers:
  3. Thanks again for all the input. I will follow up with our attorney.
  4. Thanks George and Gary, it sounds like - assuming the law applies to the organization - a state law that allows email voting would do so even in the absence of a bylaw specifically permitting same required by Robert's Rules, correct? For convenience, the relevant snippet from the law is (emphasis mine): (a) [Eff. July 1, 2014.  See, also, par. (a) above.]  Whenever, under this chapter, members are required or permitted to take any action by vote, such action may be taken without a meeting upon the consent of all of the members entitled to vote thereon, which consent shall set forth the action so taken.  Such consent may be written or electronic.  If written, the consent must be executed by the member or the member's authorized officer, director, employee or agent by signing such consent or causing his signature to be affixed to such waiver by any reasonable means including but not limited to facsimile signature.  If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the member.  This paragraph shall not be construed to alter or modify any provision in a certificate of incorporation not inconsistent with this chapter under which the written consent of less than all of the members is sufficient for corporate action. (b) [Eff. July 1, 2014.  See, also, par. (b) above.]  Written or electronic consent thus given by all members entitled to vote shall have the same effect as a unanimous vote of members and any certificate with respect to the authorization or taking of any such action which is delivered to the department of state shall recite that the authorization was by unanimous written consent.
  5. I've read that the 2014 amendment to NYS Corp Law (the Nonprofit Revitalization Act) allows boards to vote by email if the vote is unanimous. Does that trump Roberts Rule's requirement (as I understand it) that email voting must specifically be authorized in the bylaws? Thanks. _________________________________ Sean DeNigris 5th District Vice-President New York State Professional Fire Fighters
  6. Thanks for all the replies! Richard, Josh, and Hieu: the problem with doing it at the June meeting is that: "write-in voting shall not be permitted" per the bylaws, and absentee ballots must be available at least a week before elections. From the bylaws: "Any member upon request… shall have the right to vote by absentee ballot, at least one week prior to the election day." So it seems in order to have the ballots prepared in time, we'd have to either: skip the nominations from the floor, or have a special nominations meeting, and reschedule the June meeting to allow time for the absentee ballots Also, to complicate things further, the bylaws require 15 days notice for both the nominations meeting and the election meeting.
  7. Hieu, they are June 11th. That is correct, Richard. We know what to do about the actual election because it is clearly specified in the bylaws. We're just not sure what to do about the failure to take nominations from the floor due to the quorum issue. I know that a meeting adjourned due to quorum satisfies the obligation to have a meeting, so maybe we don't need to have nominations from the floor? Or if we have a special meeting, can nominations from the floor be done then even though the bylaws say it is done at the regular May meeting? Or maybe someone would have to make a motion to reopen the nominations at the special meeting by majority vote? Or something else I haven't thought of!
  8. To elect our officers, we post a signup sheet for 60 days for members who want to run. Then, we take nominations from the floor per our bylaws, which state, "Nominations shall take place in the regular meeting in May… Any member in good standing may nominate eligible members for office." The problem is, we didn't have a quorum at the May meeting. RONR after the meeting, I see that we had several options to get a quorum or delay the meeting. Unfortunately, we weren't aware of those options and adjourned the meeting. Now, a member is upset that there was not an opportunity to take nominations from the floor. Some members are calling for a special meeting to take nominations from the floor, but the language is clear that it's the "regular meeting in May", so is that possible? Other members are frustrated because interested parties had plenty of time to sign up but are now complicating the process. I also noticed in RONR that nominations can be reopened by majority vote. That is the background and the results of my research. What is the proper way(s) to proceed? Thanks in advance. - Sean