Guest Dllama Posted April 8, 2017 at 07:34 PM Report Share Posted April 8, 2017 at 07:34 PM In 2015 at an annual meeting the members elected a Board of seven- all 7 for three year terms . By the time the annual meeting came along in 2016 ,a majority of the members were discontent with the way the association has been run by the Board - (although there has been no decision made by the Board that is in violation of the bylaws) . At the 2016 annual meeting the majority of the members decide to defeat all proposals ( made by minority members ) as a sign of protest and discontent - and to achieve this they defeated the motions to approve an Agenda , the 2015 meeting minutes , the appointment of an auditor ,and every other proposal . At the conclusion of this 2016 meeting revolt -the Chair declared the meeting adjourned . What will happen at the 2017 meeting is to soon unfold . But assuming the situation is the same - that is -the majority take the same approach what of the minutes of the 2015 and 2016 minutes -and what of the motion to approve the auditor for 2017 ( which was defeated in 2016 ). The properly elected Board had to do something respecting audit and therefore went ahead , just after the 2016 meeting, and appointed the auditor- regardless that the motion to approve the auditor was defeated . Neither minutes nor auditor will likely be approved at the 2017 meeting . Does this matter at all ? If the records of the Association as to what occurred by way of draft minutes ( 2016-17) are retained - that were not approved - and the auditor was hired properly and in good faith - is that sufficient - or is there some other action the Board should take . They refuse to resign and it seems they have a right to do as much . They can be voted out in 2018 . Any thoughts welcome as to whether the Board is in any way acting improperly respecting- just keeping the minutes as a draft that were offered- and as to appointing the auditor by themselves- as a needed action . Thank-you . DLlama Quote Link to comment Share on other sites More sharing options...
J. J. Posted April 8, 2017 at 09:50 PM Report Share Posted April 8, 2017 at 09:50 PM A lot will depend what the bylaws (a statute, if incorporated) say about appointing an auditor. There is no requirement in RONR that an auditor be appointed. Quote Link to comment Share on other sites More sharing options...
Guest D.Llama Posted April 8, 2017 at 10:14 PM Report Share Posted April 8, 2017 at 10:14 PM Hi J.J. The bylaws are specific : s. 27 The auditor is to be appointed at the annual meeting of the association . So I'm not sure what- depends on what ? The Board suggested an auditor - one member moved ,and it was seconded, that the proposed auditor be appointed . The motion was defeated . As were all other morons at the 2016 meeting . The Board considering that it had no choice -given its by laws responsibility to" manage the affairs and business of the association " hired the purposed auditor, as otherwise there would have been no audit work done in 2016 ,and the Board considered that it was their responsibility under that authority- to do as much, and that they would be otherwise negligent in not doing so . Their other option was to d do nothing respecting audit and allow the audit work to simply default - but this they considered would be negligent . Any further thoughts very - welcome. D.lLama Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted April 9, 2017 at 01:10 AM Report Share Posted April 9, 2017 at 01:10 AM 2 hours ago, Guest D.Llama said: The motion was defeated . As were all other morons at the 2016 meeting . But the way you describe things, it was the morons doing the defeating, not being defeated. Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted April 9, 2017 at 05:21 AM Report Share Posted April 9, 2017 at 05:21 AM Ha ha - that typo somewhat "Freudian" perhaps , as there are morons from both camps involved in this situation . But morons or " motions" - the challenges are the same . It seems that the elected Directors can continue on- through to the next meeting and beyond- even with the same result at the 2017 AGM - (no motions carried) and be voted out in 2018 . Unless they wish to resign after two annual meetings - a demonstration of non- confidence and lack of support- from the majority of members attending and voting . And in the interim they need to continue on with their due diligence in running the association . Full stop ! D.Llama ' Quote Link to comment Share on other sites More sharing options...
J. J. Posted April 9, 2017 at 02:18 PM Report Share Posted April 9, 2017 at 02:18 PM 16 hours ago, Guest D.Llama said: Hi J.J. The bylaws are specific : s. 27 The auditor is to be appointed at the annual meeting of the association . So I'm not sure what- depends on what ? The Board suggested an auditor - one member moved ,and it was seconded, that the proposed auditor be appointed . The motion was defeated . As were all other morons at the 2016 meeting . The Board considering that it had no choice -given its by laws responsibility to" manage the affairs and business of the association " hired the purposed auditor, as otherwise there would have been no audit work done in 2016 ,and the Board considered that it was their responsibility under that authority- to do as much, and that they would be otherwise negligent in not doing so . Their other option was to d do nothing respecting audit and allow the audit work to simply default - but this they considered would be negligent . Any further thoughts very - welcome. D.lLama My thought is, that by the letter of the bylaws, the board usurped a role of the assembly. The assembly may ratify that. They may also chose not to and could consider disciplinary action against the board members voting for that. The board, collectively, could due one of three things: 1. Follow. Follow the wishes the assembly and let them pick the auditor, or pick no one. 2. Fight. Fight with the assembly. Appoint the auditor and hope that the assembly comes to its senses, as it were. 3. Flee. Resign from the board. The members of the board have put themselves into the position where it must rely on the assembly to do the right thing. If the assembly does otherwise, the board members have lost. If they are as hostile as you suggest, I would recommend that the board members who voted in favor of hiring the auditor prepare a resignation. Perhaps the thoughts of losing their collective leadership will snap the "morons" into doing the right thing. You may wish to review "Follow, Fight, or Flee," National Parliamentarian, Fourth Quarter, 2013. That is probably not the answer you wanted. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted April 9, 2017 at 03:11 PM Report Share Posted April 9, 2017 at 03:11 PM 16 hours ago, Guest D.Llama said: The bylaws are specific : s. 27 The auditor is to be appointed at the annual meeting of the association . According to this bylaw, the annual meeting may not end its session without appointing the auditor. So a motion to adjourn, when no auditor has been appointed and no adjourned meeting has been set, is out of order. The chair should reject such a motion or you can raise a point or order yourself. Keep the meeting going until the obstructionists wear out and leave. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted April 9, 2017 at 04:00 PM Report Share Posted April 9, 2017 at 04:00 PM 47 minutes ago, Guest Who's Coming to Dinner said: According to this bylaw, the annual meeting may not end its session without appointing the auditor. So a motion to adjourn, when no auditor has been appointed and no adjourned meeting has been set, is out of order. The chair should reject such a motion or you can raise a point or order yourself. Keep the meeting going until the obstructionists wear out and leave. I wonder where this idea comes from. Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted April 9, 2017 at 04:01 PM Report Share Posted April 9, 2017 at 04:01 PM Than-you JJ and Guest . The Directors will not resign - there is a power struggle going on and they intend to stay the course and fight . And I don't see that they are compelled to resign having been properly elected for the 3 years . There are some circumstances for which there is no ready answer - and this seems one of those . As for keeping the meeting going until the obstructionists leave - its the obstructionists that will not leave more so than the minority. There is seemingly no remedy in trying to see who can remain present and awake the logest . Obliged to all . DLlama Quote Link to comment Share on other sites More sharing options...
Rev Ed Posted April 9, 2017 at 05:12 PM Report Share Posted April 9, 2017 at 05:12 PM Is there anything in the By-laws (or applicable statute) covering the removal of directors from office? If so, the members could use that option. Otherwise, the members could follow Chapter XX of RONR, if RONR is the parliamentary authority for the organization. Either way, the members could argue that the Board is not following the policies that the members have decided. Just because the by-laws have not been infringed does not mean the Board is doing what the members want them to do. The members do not sound like they are revolting to me. More like they are sending a message to the Board that the Board needs to listen to what they (the members) want them (the Board) to do. And the Board could always sit down with some of the members (preferably the leaders of the group) to discuss what can be done to handle the situation, short of the Board resigning. Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted April 9, 2017 at 06:16 PM Report Share Posted April 9, 2017 at 06:16 PM Thanks Rev Ed : Its not that the Board is not following " policies " set by the members - they have set no policies. Its more fundamental than that . The majority of the members, that show for the meetings, have organized to blockade all proposals originating from the Board -including even approving minutes or Agenda. Their intent is to see the Board resign so as to elect new directors who will steer the association in ways the current directors will not . Mediation has been attempted but intransigence on both sides prevails . They are too far apart to narrow the gap . One would think that these directors should simply resign - but they will not .This is a body that has existed for near 70 years - the feelings and positions run deep. DLlama Quote Link to comment Share on other sites More sharing options...
Tom Coronite Posted April 9, 2017 at 07:29 PM Report Share Posted April 9, 2017 at 07:29 PM Is the board running the general membership meeting? It sounds so, based on statements such as the members block all proposals from the board, even approving minutes and agendas. If so, that might be a good place to start cleaning up. Quote Link to comment Share on other sites More sharing options...
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