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Found 60 results

  1. We are holding executive board elections and I am on the Nom Com. Two of the three on the Nom Com are wanting the open position. 1. Can the third person on the NC nominate one of us? I have read and re-read and I cannot seem to find a definite answer. Help me out y'all. Thank You, Katherine
  2. We have a board member who is asking for the board's endorsement for his next election and he would like that action minuted. Thoughts please. . .
  3. Hello, I have two questions. 1) What is the proper protocol for removing a board member that is not an officer. There are a few different reasons why. 1) the board member is not responding to emails 2) they are not following their duties, i.e. they are our publicity chair and not posting anything on social media or sending out emails for events. 3) They have an overall poor attitude towards the board and are constantly causing conflict because they do not care for the current board. How do we handle a situation like this and if we must vote them out what is the proper way to do that. 2) The previous board wanted to vote on bylaw changes at a general membership meeting. 1) They did not provide a copy of the bylaw changes for the membership, in fact they provided a copy on the website in a "members only" section that was only accessible with a password. Not only was there no email informing the members where to look on the website (i.e. members only section) but they were never provided with a password to access them. 2) The current bylaws were removed from the website 3 days prior to being voted on so there was at least 2 days where they were not accessible until someone complained. 3) They were not voted on properly by the membership according to current bylaws or Robert's Rules. 4) After the subsequent vote took place, the changes were never updated by the current board to the general membership. Based on this, the next years board voted that the bylaw changes were null and void based on being done so incredibly wrong. We want to make sure that the new board's vote to do this was the correct move. We felt that this wasn't even an instance of "repealing" bylaw changes because they were never actually changed. Any help would be greatly appreciated! VP
  4. This is my first posting, thanks in advance. Our organization has a constitution and by-laws committee and they are in charge of suggesting changes to the by-laws. However, during a board meeting of the the entire board, the board voted unanimously to make a specific change to the bylaws. The committee chair states that this was improper because it did not go through the committee. However, the president, vice president and executive director believe that the board can discuss and vote on any issue of import to the organization and the entire board's decision supersedes any committee (composed of non-board members) and that the board is the only legally statutory body of the organization and that once the board votes, the decision is final (assuming that the vote was legally carried out). Can someone help and clarify this? A reference to rules of order would be most helpful. Thanks in advance, Tom
  5. Soliciting Proxies

    It may be obvious but I’m looking for something to support challenging the following. Our Association will hold the Annual Homeowners Meeting very soon. A current Board member is up for re-election at this meeting. However, this same Board member has been going to homeowners to solicit their Proxy forms. These Proxies will be given to the Association Secretary and she will cast votes for this Board member to be re-elected. To complicate this further, there is someone else who will be running however, the individuals who have already gave their Proxy don’t know this. I’m looking for recommendations on how to challenge this inappropriate activity.
  6. We advertised starting in January that elections would be held at the May meeting. We asked at meetings, in email blasts and on our Facebook page if anyone was interested in joining the board. We had 3 ladies step up- one each for secretary, treasurer and VP. I asked again at the May meeting. I presented the 3 ladies who had stepped up. A motion was made to accept the new board members. The motion was passed unanimously. All positions were uncontested. Is this valid?
  7. My organization typically holds board meetings at the beginning of the 2nd week of the month. Those minutes are published in the newsletter, which is distributed in the first week of the month, following the approval of those minutes. This timing means the board meeting minutes aren't distributed to the membership until nearly 2 months after the meeting took place. We are looking for a proper way to distribute those minutes sooner than 2 months after the meeting. An earlier reply on this subject states: "You cannot approve the minutes via email unless the bylaws allow for voting via email." Our bylaws contain the following statement: "Voting by Board members can be oral or by a show of hands, if meeting in person, or via electronic transmissions at the discretion of the presiding officer." Is this statement sufficient to allow the board to approve board meeting minutes via email? Our current practice is to have the recording secretary send the minutes to all board members, allow several days for corrections, then send a final version of the corrected minutes several days after that.
  8. We hold both our general meeting and board meeting on the same date. The board meeting directly following the general meeting. Our president was out of town on our last meeting date. She did not leave an agenda for either meeting. The vice president presided over the general meeting having put together an agenda with 2 other Board members. They also went ahead and had the board meeting without the knowledge of the president. They created an agenda and the president was not apprised of any of the topics for discussion. Are they allowed to do that? It seems wrong to me.
  9. I have a few different questions that I can't seem to find a full answer for anywhere. 1. Is it legal for parents or board members not on the account, to take pictures of or even view financial books (Bank statements, cashed checks, etc.) at a meeting? 2. If there are 12 people on a youth sports board and appx. 100 parents involved in our football program, can 5 board members (VP, concessions, and 3 head coaches) call a meeting with only an hour's notice, ask the only 22 parents in attendance to vote to remove 2 officers (President and Concession chair), which one wasn't notified and who weren't either present? They also did not make sure every parent was notified about the meeting. It seemed only to be people who they knew would vote their way. Thanks in advance for your help.
  10. President of board and two other board members holding meetings with selected homeowners outside regular scheduled Board meeting. Can this cause them to all be terminated?
  11. Hi all - After months of contention between members, our Board recently voted to impeach one of our officers of the Board. Per our Bylaws, the officer is suspended pending the outcome of a hearing. Since this officer's position is crucial to the well-functioning of the organization, the Chair has inquired about temporarily replacing that member with a new appointee pending the outcome of the hearing. Our Bylaws are silent on the matter of appointing temporary replacements following a member's suspension. The Bylaws just say that a suspended member loses all rights and privileges associated with Board membership. Question: Since our Bylaws are silent, are there any procedures under RONR that allow the Chair to appoint a replacement for a suspended member? Thanks in advance! Any references to RONR are appreciated.
  12. Issues at hand

    Our private organization's constitution contains the following clause entitled "Conducting Business Meetings": Any member may attend any meeting of the boards, committees and societies and speak to issues at hand if not restricted by this Constitution; though, for good order, the chairman has the right to place restrictions and policies on meeting guests. The chairmen of some boards have put guest policies in place where guests are entitled to speak to the business items on the pre-published agenda at the start of the meeting, then proceed with the board meeting in a closed session consisting only of the elected board members who are entitled to vote. These chairmen have therefore defined "issues at-hand" to mean the business motions that were on the pre-published agenda, which is always adopted as the agenda for the meeting. They believe the spirit of the constitution clause is satisfied by giving general members time to speak ahead of the formal board member debate. However, a dispute has arisen with a member who has interpreted the term "issues at hand" to mean the items under discussion at the time they are opened for debate among the board members, therefore allowing them the right to attend the closed session and be given the chance to participate in the debate. They define "at hand" to mean the real-time debate by the board voting members. Under this interpretation, there would be no closed sessions. It appears that resolution of this concern requires agreement on the term "issues at hand". This does not appear to be a formal term in RONR, and I am interested in opinions from the forum on this debate.
  13. An old board passes a motion,then an annual meeting takes place at which three new BOD members are elected, is the new board subject to the motion passed by the old board? Must the new board reconsider the motion? Who is eligible to move for reconsideration? Or, is the motion dead if it is not passed again by the new board? The question restated: are boards of directors considered continuing boards and motions effective in perpetuity regardless of changes in BOD membership?
  14. Board Meetings

    Our current President of our quilting guild has been having Board meetings unannounced and impromptu on the fly on days that the meetings are not scheduled. She just rounds up the Board members who might be in attendance at a social gathering takes them aside and has them make decisions. As a member of the Board, the last time this happened, I was not noticed, invited or even given an opportunity to vote by email that there was a need for a Board decision. Our By Laws say that email votes can be taken. She then comes to the next membership meeting and announces the changes that were made at a social gathering that three members attended. This past Saturday, she tried to do the same thing and fortunately, someone suggested to her that she wait for her scheduled Board meeting this coming Thursday. The last time she did this, there were no minutes taken, no secretary at the meeting to take minutes and she said, well, we just got together and talked about and decided this is what we will do. The whole Board was not invited or noticed about the decision. Can she do this? Shouldn't she have called for an emergency meeting of the Board? Shouldn't minutes have been taken of the meeting and the decision?
  15. Please help! Who is in charge of the board's meeting minutes? We have a secretary who does a fine job and she circulates the draft minutes with a couple of days to our board for feedback in case she missed anything. We send her our feedback, mainly tweak here and there, typo corrections etc. We are a small board of 7 members so the more informal Roberts Rules apply to us. Here's the problem: Our president is rewriting the minutes to hide her actions and malign another board member. The president then sent the revised draft minutes to the property manager to put into the board members' packet sent in email the day before the meeting. The secretary was stunned to see her minutes were completely changed. The secretary took action at the board meeting bringing hard copies of her original draft minutes with some revisions previously submitted to her by other board members. The secretary did include a couple of changes the president had made in her own version. The secretary shocked the president! The president, not one to not get her way, stated the board has two versions of the minutes and wanted the board to vote on which version to use to be approved. The maligned board member who knows enough RRONR to annoy the president who won't follow RRONR spoke up and stated the presidents minutes were not up for consideration as only the Secretary may submit the minutes to the packet and board. The president tried to get her clique to vote for her minutes and the discussion became contentious. The president has been required the HOA's attorney to attend all meetings (@ $600 in legal fees per meeting) for the "purpose" or appearance of getting legal advice to overrule the woman who knows how board meetings are suppose to be conducted. This sets up the woman to be the bad guy for insisting the RRONR be followed however informally. She's raised concerns the board members are suppose to debate any action before calling for a vote. The president has three people who always vote with her so she has the majority (4 to 3) usually. I'm guessing in her mind what's the point of debate when the vote goes her way every time. But that's where the secretary comes in. The secretary's minutes capture the president's actions. The president does not want the minutes to show she's railroading things and prefers to appear democratic when she's not. So, as I understand it, and please check me on these items concerning smaller boards (7 members) and Roberts Rules: (1) The Secretary is not required to circulate the draft minutes before the board meeting. Yes or No? (She has in the past to help save time at meetings and to ask for any corrections be submitted to her before sending the "draft" minutes to the property manager to include in the board's pre-meeting reading packet. The board members submit their feedback to the Secretary and... (2) It is the Secretary's prerogative to include or reject any feedback or corrections. Yes or No? (3) Only the Secretary determines the draft minutes' content? Yes or No? (4) While Roberts Rules state it is not required to record how board members voted by name in the minutes, she prefers to for transparency concerns voiced by some residents. Is it in violation of RRONR to record the votes showing how each board member voted on a motion? Yes or No? (5) If board minutes are rejected because of #4, what are the next steps under RRONR? Any information you can share is greatly appreciated. Please cite the rule and page number if you can to help our Secretary. THANK YOU!
  16. Our not for profit Board has had a lot of turnover this year. The president has left the board and a new President will be elected. In the interim, our bylaws state the Vice President will perform the actions of the president if they are unable to do so. Since we have no president, I assume this means the vice president is the acting president. In our Bylaws we also state that the President only votes in case of a tie. We are voting for a specific punishment, since the vice president is the acting president, would she be able to vote on the discpline or only in case of a tie?
  17. Minutes

    We are a small condominium (called a strata in Canada) w/ a 5 member board (called a council in Canada). If we have a meeting and one or more council members is absent, we always list the name or names of the absent member(s). One of our owners says that we must also list the names of all the members present as well. Is that correct?
  18. Our coop is just beginning the process of electing our 1st Board. In the meantime a survey was sent to the members to get their response for installing a pricy piece of equipment. A majority of the respondents supported the equipment. Several did not respond at all. This equipment may not be purchased before the Board is elected. My question is, if we have a Board in place can this survey be considered a majority vote .
  19. Our bylaws state: "the board shall be made up of one voting delegate and one alternate from each community... and shall be chosen by the governing body of the municipality which he/she represents" Then it states: "Officers nominated and elected shall be president, vice-president, and secretary, who will be elected by Board members, with the Board retaining the right to appoint a Treasurer." Only the President and Vice President are actually board members. The Secretary and Treasurer have simply been appointed by the Board and have none of the rights that regular board members do (or so they say.) The secretary is also an employee, who is the best friend of the ex-director. The Ex-Director is now the Treasurer. Is it common practice/or acceptable to have officers who aren't board members? Does this violate any rules/common procedures?
  20. In the election of a president of an organization, if there is more than one candidate, and despite silence in the organization's charter, the body proceeds to vote on the first nomination first, and the first nominee wins election, is that process legal? I am told that there is a section of RR which states that if votes have been taken in a certain way as a matter of custom, then that custom shall prevail. Is that a valid argument? The citing of chapter and verse would be appreciated.
  21. Board Resignations

    Following some "less than proper" behavior by several members and officers of our organization, several of our elected board members (including the Chairperson) sent their resignations to the remainder of the board via email. Now after cooling off, these board members wish to withdraw their resignations and remain on the board. According to RRoO, it is my belief that they can do this. Am I correct? Does any action need to be taken? i.e. - Do we need a motion to NOT accept the resignations? Can our next meeting proceed with the elected Chairperson running the meeting?
  22. Hi, how much notice to you need to give to call a board of directors meeting? I was notified with less than 24 hours notice that a meeting was being called, plus the meeting was being held on a legal holiday. Is this legal?
  23. Advisers to Board

    Can the Chairman of the board allow advisors to speak at a board meeting or is a vote required by the board to approve the advisor, assuming the bylaws do not dis-allow it?
  24. Can a person hold two voting positions? For example Treasurer ( which is an officer in the by laws ) and Immediate past present (which is an executive board member in the by laws )
  25. Our association has not held elections for the board in several years. I found out the board is electing itself. Our by laws do not specifically note who can vote for a board member.