AGM & Voting

[Guest Rainbow member]

We're a small organization and I'm a little confused by our Bylaws.   It states in the section on AGM's regarding Voting, "at any meeting of members, unless otherwise provided by the articles or by-laws or by the Act,  be determined by a majority of the votes cast on the question."   Yet, under the Board of Directors, under Term of Office, it states that "if at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that the director be removed from office".

So my question is does a Resolution to remove a board member at an AGM, require a simple majority or does it require two-thirds of the members?

Thank you

[Richard Brown]

It's ultimately up to your organization to interpret its own bylaws.  We cannot do that or you.  We can help you with what RONR says and means. 

Having said that, my own opinion, for whatever it's worth, and without having read your bylaws in their entirety,  is that the vote required to remove a director from office is two thirds of those members present (not two thirds of those present and voting).  That is a specific provision which usually prevails over the more general provision about majority votes.  In fact, the  provision about majority votes even says "unless otherwise provided by the articles of bylaws".  Well, the two thirds of the members present provision provides otherwise and controls.... in  my personal opinion.

[Josh Martin]

3 hours ago, Guest Rainbow member said:

We're a small organization and I'm a little confused by our Bylaws.   It states in the section on AGM's regarding Voting, "at any meeting of members, unless otherwise provided by the articles or by-laws or by the Act,  be determined by a majority of the votes cast on the question."   Yet, under the Board of Directors, under Term of Office, it states that "if at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that the director be removed from office".

So my question is does a Resolution to remove a board member at an AGM, require a simple majority or does it require two-thirds of the members?

I'm not sure the motion is in order at an annual meeting at all. It would seem to me that the rule requires that removal be done at a special meeting.

3 hours ago, Richard Brown said:

It's ultimately up to your organization to interpret its own bylaws.  We cannot do that or you.  We can help you with what RONR says and means. 

Having said that, my own opinion, for whatever it's worth, and without having read your bylaws in their entirety,  is that the vote required to remove a director from office is two thirds of those members present (not two thirds of those present and voting).  That is a specific provision which usually prevails over the more general provision about majority votes.  In fact, the  provision about majority votes even says "unless otherwise provided by the articles of bylaws".  Well, the two thirds of the members present provision provides otherwise and controls.... in  my personal opinion.

Richard, I think the reason for the OP's question is that the rule regarding removal specifically refers to "a special general meeting," and the question is what vote would be required to remove a director at a regular annual meeting of the general membership.

[Richard Brown]

22 minutes ago, Josh Martin said:

I'm not sure the motion is in order at an annual meeting at all. It would seem to me that the rule requires that removal be done at a special meeting.

Richard, I think the reason for the OP's question is that the rule regarding removal specifically refers to "a special general meeting," and the question is what vote sest would be required to remove a director at a regular annual meeting of the general membership.

I agree. And I agree with the first paragraph of your response, too.

[Guest Rainbow Guest]

Thank you for your responses.   I'm still confused though.   

Our AGM is coming up soon and there really isn't time to call a Special General Meeting in the meantime, however, we want to bring a resolution forward to remove a board member for abusive behavior.   So, can't that be done at the AGM?

 

[Richard Brown]

1 hour ago, Guest Rainbow Guest said:

Thank you for your responses.   I'm still confused though.   

Our AGM is coming up soon and there really isn't time to call a Special General Meeting in the meantime, however, we want to bring a resolution forward to remove a board member for abusive behavior.   So, can't that be done at the AGM?

This a question of bylaws interpretation, something we cannot do for you.  Each society must interpret its own bylaws.

At your AGM someone could move a resolution to remove the board member.  Another member could make a point of order that such a motion can be considered only at a special meeting.  The chair should then rule on the point of order (either well taken or not well taken).  His ruling can then be appealed to the assembly.  The appeal requires a second.  It is subject to special rules for debate.  It takes a majority vote to overrule the decision of the chair.  The chair's decision is upheld on a tie vote.  The decision of the assembly is final.