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Gary Novosielski

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Everything posted by Gary Novosielski

  1. Acknowledging a board member's resignation

    This is a very old thread. Please post current questions by starting a new Topic, as explained in the first message on the forum.
  2. Seating President-Elect

    No, you follow your bylaws. RONR notes that it is "usual" where the office of president-elect exists for the bylaws to provide that the president-elect presides in the absence of the president, and succeeds to the office of president in the event of a vacancy. But if the bylaws do not so provide, then that is not the rule. In your case, the bylaws explicitly state that the VP presides in the absence of the president, so they are not "usual" in that respect. Furthermore, they are silent on succession, so that the rule in RONR applies--that the 1st (or only) VP succeeds to the office for the remainder of the term. The president-elect would only become president at the expiration of the existing term.
  3. Seating President-Elect

    True but we are told that the bylaws are silent on succession, so the rules in RONR presumably apply.
  4. voting procedures

    That's why the motion to Rescind/Amend Something Previously Adopted (§35) requires a 2/3 vote, unless previous notice has been given. If previous notice was given, the threshold drops to a majority vote That's how RONR ensures that those who are interested are notified and presumably will show up if the question is important to them.
  5. President ex-officio

    Well I do have the thought that the board is not a committee, so there ought to be no confusion on that point at least. Whether the president is a member of the board or not I can't guess from the information supplied so far. There appears to be a slow leak of information in dribs and drabs which make interpretation difficult. Does the president actually preside at board meetings? Is there a secretary taking minutes, or are those functions performed by the two DIRECTORS?
  6. Reconsider a motion

    No, the motion passed 2-0, and presumably no motion was made at that meeting to Reconsider {§37) by either of the two members who voted on the prevailing side. The motion passed, and at this point cannot be reconsidered. However, to the extent that the motion has not already been carried out, it may still be altered or rescinded by the motions to Rescind/Amend Something Previously Adopted {§35), which "require (a) a two-thirds vote, (b) a majority vote when notice of intent to make the motion, stating the complete substance of the proposed change, has been given at the previous meeting within a quarterly time interval or in the call of the present meeting, or (c) a vote of a majority of the entire membership—any one of which will suffice."
  7. On what authority? Is there any actual rule requiring this? It's certainly not proper under RONR to exclude a member from discussion. It occurs to me that the candidate might have something useful to say about his qualifications.
  8. Board vacancy appointments with a quorum

    Yes, the board must at least be empowered to handle the affairs of the society between meetings, or a membership meeting would be required. But apparently they still had a quorum with four. Still, it would be easier to get three. And the best course is to restore the board to its full membership.
  9. President ex-officio

    This is somewhat confused. The bylaws say that the president is (ex-officio) a member of all committees. He is not president ex-officio, he is just president. He is a member (not ex-officio) of the board and can vote in board meetings. He is also (because of his office (ex-officio)) a member of all committees, and can vote in committees, if he shows up. He does not count in quorum calculations for committees.
  10. Board vacancy appointments with a quorum

    Well, first of all you haven't told us what the bylaws say about a quorum for board meetings. So let's assume they are silent and that we're working from the rules in RONR. The default quorum is a majority of the members of the body that is meeting. Your board had seven members. Vacant positions are not members. Members are living breathing individuals. So a quorum would be a majority of seven, which is four. So the meeting in question had a quorum. I hope that when the two people said "I quit" and left, someone had the presence of mind to move to accept their resignations, which would lower the number of board members to five, and reduce the quorum to three. Until you accept those resignations, they are still members. However, if the bylaws set the size of the board at nine, you must fill those vacancies as soon as you can.
  11. If the rules in RONR apply, members who are not physically present cannot participate at all. So you'll have to look to the section of your own bylaws that authorize "remote attendance" and follow those rules.
  12. As far as the rules in RONR are concerned, voting cannot occur "in between" meetings. What do your bylaws say, if anything, about this electronic voting?
  13. Impugning character

    No, it does not. What did the presiding officer do while this was going on?
  14. board vacancy

    True, but "shall consist" is imperative, not permissive. I would¹ interpret this to mean that the vacancy must be filled, and that the board has permission to fill it. But if they fail to do so, it is still the responsibility of the membership to elect a replacement. __________ ¹ if I were a member, which I am not, so my opinion is for entertainment purposes only.
  15. Overturning a board decision

    Agreeing with Mr. Lages. If the membership voted to remain smoking, then it's likely that the board would have no power to contradict that decision. But we are told that the decision to remain smoking was the result of a board vote, and the board can change its mind. Still it is possible that the membership (which outranks the board, if the rules in RONR apply) can countermand that change.
  16. By-Laws

    If you have no committees, then the language that the president is, ex-officio, a member of all committees is rather useless. The board is not a committee, but the president can vote there (once) because he is a member of the board. At a general membership meeting, the president (if a member) can vote there (once) because he is a member. The ex-officio status applies only to committees, but if you had any, the president would be able to vote there too (once), because he is a member of all committees. There is no time when anyone gets two votes, if the rules in RONR apply. The rule is one person/one vote. There is no difference in the voting rules between special and regular meetings.
  17. But according to page 337, motions which die for lack of a second may be freely renewed whenever it would originally be in order to make them. Are you relying on the meaning of "introduced" as opposed to "considered" to distinguish such a motion in this case?
  18. Presidential Authority

    While apparently not true under the language quoted above, a casting vote can be an additional vote, so that the chair can vote a second time in case of a tie. This is never the case under the rules in RONR.
  19. Bylaw amendments

    There seems to be a contradiction here. What do your bylaws actually say?
  20. Order of Business

    The standard order of business in RONR calls for reports of officers and committees. If your bylaws specify a different order of business, that supersedes anything in RONR. Check the bylaws for the method of amending them, and either delete or change the order of business that's listed there. You can also suspend the normal order of business at any meeting by a 2/3 vote. You can hardly blame the new chairman for following the bylaws.
  21. Board Member's Vote Unclear

    You're right. It's not okay. The member did not vote, so there is no need to make anything clearer. A member who does not respond to a call for either Yes or No, or even remains silent after an (incorrect) call for abstentions, has abstained. Not voting is abstaining. Abstentions should not be called for, counted, or recorded (except in rare circumstances).
  22. The information is a little sparse. Appointed an officer? To what office? Is this in the nature of filling a vacancy? Does this office have a specified term of office in the bylaws?
  23. Early Officer Elections

    No, it appears that the rule cannot be suspended, except at the session to which it applies, which does you no good. “Rules that have their application outside of the session which is in progress cannot be suspended.” [RONR, 11th ed., p. 264, ll. 29-30] It appears that the only remedy is to hold the election at the meeting specified in the bylaws. Once the election is pending, it could be postponed, but moving it earlier violates your rules.
  24. I agree that the language in question appears to be a restriction against nominations from the floor, or anywhere except the nominating committee. But unless there is some other language somewhere, explicitly restricting write-in votes, members appear to retain the right to cast them, and the ballots should provide a place to write them. Keep in mind that, except as concerns the rules in RONR, you should not take any of our responses as particularly authoritative. Only the society itself can interpret its own bylaws, and none of us are members.
  25. electronic voting

    Proxy voting is prohibited by RONR to the greatest extent permissible under law. I agree.