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Bruce Lages

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About Bruce Lages

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  1. Minutes of Special Board Meeting

    The board will need to approve the minutes of this special meeting, which is typically done at the next regular board meeting. If it is your practice to email the minutes to all board members before the next meeting, then that it what should be done in this case. Your statement that members were not allowed to attend this special meeting suggests that it might have been conducted in executive session, meaning that what was discussed is not divulged to non-members, and what actions were taken are revealed only as necessary. If that is the case, it wouldn't hurt to remind the board members of this restriction when sending out the email of the minutes.
  2. Changing election procedure

    The general body can certainly establish the hours that the polls will be open, and those hours do not have to coincide with the meeting time. That decision will have to be made at a meeting, however, although perhaps, depending on the structure of your organization, your board could set those hours at a board meeting if the general body only meets infrequently. Note, though, that the announcement of the election results will need to be done at a general body meeting with a quorum present, unless your rules provide otherwise, or you adopt a special rule of order allowing the results to be posted outside of a meeting. edited to add: If you choose to have voting take place outside of meeting hours, you will need to use written ballots only.
  3. Exceptions

    I think you have to be a little careful with your wording here. As stated above, the Committee can certainly recommend things that conflict with the assembly's rules; they cannot approve those changes on their own, unless granted that power. Stating that they "cannot recommend to approve anything..." muddles the situation unnecessarily. Likewise - Yes, but if the assembly can rescind or amend its rules, it can therefore amend them to grant exceptions - unless the authority to do this is given in the bylaws to the dean exclusively, or unless what constitutes an 'exception' has a very narrow definition.
  4. Election of Officers

    Nominations are opened for each office separately, in the order the offices are listed in the bylaws. No second is necessary, although seconds are frequently given. RONR notes on p. 435, ll.27ff, that some organizations hold nominations for all offices before proceeding to elections, while others conduct nominations, followed by election, for each office in sequence. Your organization is free to develop rules for either method.
  5. Special Meeting Minutes Requirement

    I believe that the written notice as posted would not be sufficient to satisfy the RONR requirement that notice of a special meeting must describe the specific business to be transacted, in this case the removal of the president. However, as Mr. Huynh pointed out, the president's resignation and the subsequent election of new officers has resulted in the desired result being achieved. I'm not sure that anything can be done to reverse these actions at the moment, unless you want to start this process of removal without cause all over again.
  6. Running unopposed

    I concur with Mr. Katz that to be in good standing seems to require only that the probationary period be completed and dues are paid. I don't see anything in the excerpts you've posted that relate being in good standing with the duties listed in Article V. In addition, the conflicting statements about Life members' right to vote do not appear to be resolvable using the interpretation principle of specific vs general provisions. As both Mr. Katz and Mr. Brown have made clear, your company is going to have to resolve this issue itself, either through a ruling by the chair and appeal (if necessary) in the short term followed by amending the bylaws to remove the ambiguities, or amending the bylaws before the election if that is possible.
  7. Term Limit of Officer

    Do I presume correctly that the board elects the president and vice president?
  8. membership decisions

    Only if the bylaws grant then that power. And that would appear to be a rather unusual power to be given to the Executive Board, at least in general terms. It is more common for the bylaws to grant the board exclusive authority over some aspects of the society's business, and I am only aware of one instance, in our own organization, where the bylaws grant the board the right to overrule a membership decision in one specific area of operation. If the bylaws do not grant the board exclusive authority, then the usual situation is that the general membership may overrule an action of the board.
  9. Chair Persuaded by Appeal

    Presumably, by withdraw his ruling you mean that the ruling is actually reversed from what it was originally. I only ask because of the precedent that is set by the chair's ruling on a point of order (p. 251, l.29)
  10. That should be a 2/3 vote - to suspend a rule of order. Forget the majority vote with notice and the majority of the entire membership part.
  11. Yes, I believe you could do that, since the bylaw rule specifying a majority vote is in the nature of a rule of order, dealing with the transaction of business in a meeting. But it will take more than just a majority vote to accomplish this because you will be suspending that bylaw rule. A motion to suspend the rules requires a 2/3 vote, a majority vote with previous notice, or an affirmative vote of a majority of the entire membership.
  12. Bylaws, Membership Dues

    I think the membership's recourse here is to either: 1) amend the bylaws to be more specific about the method for sending notice, if that's what is desired, since the term 'regular mail' could be (and apparently is being) interpreted in more than one way. If they want to be notified by postal mail, then that's the wording that should be used; or 2) amend the bylaws to remove the words 'via regular mail' so that the requirement to 'send to each member...' can be accommodated with RONR's prescription as given on p. 89, ll. 16-22: "When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a) by postal mail to the member's last known address; or b ) by a form of electronic communication such as e-mail or fax, by which the member has agreed to receive notice.
  13. Changing Bylaws to add co-chair

    Once the motion to amend the bylaws is adopted, you'll have to have an election - after giving prior notice - to fill the new position in the same manner that you filled it the first time; that is, unless you include some other method in the amendment. It wouldn't necessarily have to be at the next regular meeting if you have the ability to call special meetings. And even though it wasn't your question - few if any of the regular responders here think that co-anythings is a good idea.
  14. Illegal election

    Based on the quote from your bylaws, it's not in order at all. Beyond that major transgression, elections always require prior notice (unless the date is established in the bylaws, as your is) so simply announcing "we're going to have the election tonight" will always be out of order. While an election can be postponed to an adjourned meeting, a special meeting or the next regular meeting (if within a quarterly time interval), I know of no legitimate means of moving an election to an earlier meeting than the one stipulated by rule.
  15. Electing someone to office who does not meet the qualifications for that office as expressed in the bylaws would constitute a continuing breach that will continue as long as that person holds the office. That means that a point of order could be raised at any time that the person is, in fact, not in office. You seem to want to avoid such a situation, which is a good idea. If your bylaws actually do allow the eligibility requirements to be waived by a unanimous vote, that would seem to provide you with a short-term solution and allow you to at least elect officers in your upcoming election - assuming every member in attendance is in agreement. For the longer term, it appears that you need to get busy amending your bylaws to provide for more workable eligibility requirements, if everyone agrees that these requirements are the problem.