Vote to disband

[Guest Marc]

Art. VI. Some Main and Unclassified Motions. Section 37--Rescind, Appeal or Annul

Some embers of our organization were upset that the Executive Board Unaninmously  voted out our President as per our By-Laws. 

 At our last meeting (with prior knowledge that there would only be 9 members present) decided to motion for a vote to disband our 501© (3)....5 members Affirmed 4 did not. The majority won. I say this vote did not carry due to the fact that there was NOT a Quroum of EXECUTIVE board members present (1 of the 4 were present)

These members NOW think the organization will be disbanded but at this coming Board meeting on Friday, I am motioning to Rescind the vote. THOSE 5 members who originally voted, we assume will not be present at the next meeting (thinking that we disbanded)

NOT 1 person from our executive Board want to disband--President, Vice President Secretaries---------------Can this be done?

Also I found to from a Lawyer that the vote was illegal since NO plan was put forward ti dissolve our organization prior to this motion. They are just being spiteful and with OUR FORMER President instructing them outside the meeting on what to do...

This is a SERIOUS organization and would impact our entire community that we serve...

Need Some guidance and quick......

[Hieu H. Huynh]

See FAQ #20 on removing officers.

 

A motion to dissolve a society is "in effect a motion to rescind the bylaws, and therefore requires for its adoption the same notice and vote as to amend them. The required notice must be sent to all members of record." (RONR 11th ed., p. 564)

 

An attorney should be consulted regarding the legal requirements for the dissolution of an incorporated society.

 

Also, I think you are referencing an out-of-date version (the 1915 4th edition) of Robert's Rules that is available in the public domain. See the details on the right book.

[Guest Edgar]

I say this vote did not carry due to the fact that there was NOT a Quroum of EXECUTIVE board members present (1 of the 4 were present)

 

Putting aside the very important question of whether your board has the authority to dissolve your organization (not to mention whether a vote of 4-5 is sufficient), please describe your board's quorum requirement. You first indicated that 9 board members were present. Then you say that only 1 of 4 executive board members was present. Do you have both a ("plain") board and an executive board (i.e. an executive committee)? Must there be a certain number of executive board members at meeting of the ("plain") board? I'm confused.

[Guest Marc]

As confused as I am.
I joined the organization 9  years ago NOT knowing a thing about formal organizations.
We are made up of the Executive Board (Executive Director, President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer) and the Board of Directors (9 others).
Our Quorum is to consist of MORE than 1/2 of the voting membership (which is Executive Board and Board).
I was assuming that the "Executive Board" acted as the trustees yet our bylaws do not specifically state that.

assuming again that the "Trustees" were the only bodies allowed to dissolve the organization.....
Confused? - You won't be after the next episode of SOAP.... (needed to insert humor because I am banging my head in a wall trying to STOP this)
At the meeting there were 8 members present (7 members were from the Board and 1 was an Executive (Vice President))----4 voted to disband, 3 voted against and 1 abstained.......
FROM what I have learned from an NY NPC lawyer is that a Plan to dissolve meeting should have been held prior as well as the dissolution being on the agenda and all kinds of other things.
These 5 members hijacked the meeting and call for a motion to disband right in the middle of the meeting, blindside.
DO we have a leg to stand on???

 

[Hieu H. Huynh]

If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice has been given, or they can be amended by the vote of a majority of the entire membership. The same requirements would be for a motion to dissolve the society unless your bylaws say otherwise.

 

Also it sounds like your "Executive Board" is a subset of your "Board of Directors" (which is sometimes called a "Board of Trustees"). This means that the Board of Directors is the superior body and would be the body that would have the power to dissolve the society unless your bylaws say otherwise. I am also assuming that there is no general membership in your organization.

[Guest Guest]

If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice has been given, or they can be amended by the vote of a majority of the entire membership. The same requirements would be for a motion to dissolve the society unless your bylaws say otherwise.

 

Also it sounds like your "Executive Board" is a subset of your "Board of Directors" (which is sometimes called a "Board of Trustees"). This means that the Board of Directors is the superior body and would be the body that would have the power to dissolve the society unless your bylaws say otherwise. I am also assuming that there is no general membership in your organization.

"General membership is known as Staff, speaking rights but no rights to motion nor vote...Executive board are the ones that attend all meetings, arrange the fundraisers and "call the shots" in the corp.

I have a wild and weird feeling that we are setup all wrong. (18 years in existence and the elders treated this like a weekend hobby)

[Edgar Guest]

We are made up of the Executive Board (Executive Director, President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer) and the Board of Directors (9 others).

Our Quorum is to consist of MORE than 1/2 of the voting membership (which is Executive Board and Board).

 

For the sake of clarity (and to conform to RONR nomenclature), let's refer to the larger body as the board of directors and the smaller body as the executive committee (which is not really a committee but, as RONR describes it, "a board within a board").

 

Typically, when the board of directors meets, the quorum is a majority (i.e. more than half) of the members of the board. When the executive committee meets, the quorum is a majority of the members of the executive committee. It's possible, though not typical, that the quorum requirement for meetings of the board might require the presence of a certain number of members of the executive committee.

 

It's also the case, typically, that the members of the executive committee are also members of the board of directors. In other words, they're directors too (i.e. in addition to the other offices they hold). So you'd have a 15-member board and a 6-member executive committee.

[Guest Marc]

So with the actual 8 members present at this meeting a quorum was met. I get that.
BY law this quorum needed 2/3 of the membership vote to dissolve our organization....FROM what I was told by a lawyer.
2/3 of the voting membership is 10 so they do NOT "win" this vote.
The big question is simply. Aren't all "voting members" of the group supposed to have least known that they were going to bring this dissolution to the table. 
They chose to do this when they knew they had 4 people to win the vote.
AND if 2/3 of the quorum were needed to win the vote, they would have needed at least 6 persons since 2/3 of 8 is 5.33
So either way, BY LAW (not by our bylaws) they do not get to dissolve this organization.
Does that sound correct?
 

[Edgar Guest]

BY law this quorum needed 2/3 of the membership vote to dissolve our organization....FROM what I was told by a lawyer.

2/3 of the voting membership is 10 so they do NOT "win" this vote.

AND if 2/3 of the quorum were needed to win the vote, they would have needed at least 6 persons since 2/3 of 8 is 5.33

So either way, BY LAW (not by our bylaws) they do not get to dissolve this organization.

Does that sound correct?

 

If your rules (or applicable law) requires a two-thirds vote of the entire membership (of the board?) then, yes, you'd need at least ten affirmative votes.

 

"Two-thirds of the quorum" is not defined in RONR. 

 

In any case, it's important to distinguish between the quorum requirement (the number of members who must be present) and the voting requirement (the number of members who must approve the motion). It's possible for a member to be present and not vote.

[Edgar Guest]

The big question is simply. Aren't all "voting members" of the group supposed to have least known that they were going to bring this dissolution to the table. 

 

If it's a regular meeting (as opposed to a "special" meeting) then no notice of the meeting is required. But it's likely that a motion to dissolve the organization requires previous notice. To all members.