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Leo

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About Leo

  • Birthday 07/09/1943

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    Baltimore
  1. Thank you John. I didn't think about the "related to" issue.
  2. Thanks Richard. The other alternative will not work in this case.
  3. In the absence of the president, the vice president, and a quorum with important business that must be conducted before the next meeting where meetings are held less frequently than quarterly, can the secretary call the meeting to order and conduct the meeting for the purpose of moving to fix the time to which to adjourn? Or, in the same situation, can the assembly in the absence of a quorum elect a chair pro tem to conduct the meeting for the purpose of fixing the time to which to adjourn?
  4. board vacancy

    As an example, two sections of the article on the board of directors state Section 1 The board shall consist of ten directors. Section 2 Any vacancy may be filled by a majority vote of the board. If there is a resignation leaving nine directors and creating a vacancy: 1 does the optional “may” in section 2, allow the vacancy to be filled or to stand at the pleasure of the board, or 2 does section 1, require the vacancy be filled as soon s possible?
  5. subcommittees

    Thank you Josh. That helps quite a bit.
  6. subcommittees

    The XYZ standing committee at a properly called meeting, at which a quorum is present, adopts a motion, by majority vote, establishing the PDQ subcommittee to perform the function of ABC. In my opinion, at the next assembly meeting, the XYZ standing committee's report should indicate the fact that it established a subcommittee to perform the function of ABC. My concern about the issue is that the establishment of the subcommittee should be traceable in the association's documents, in this case the minutes of the assembly meeting, recording the committees report signifying a subcommittee was properly established under the rules of the association. And, this subcommittee is not just some spoken of subcommittee with no supporting documentation.
  7. subcommittees

    When a standing committee establishes a subcommittee, the subcommittee reports to the standing committee that established it and not to the assembly. What information should the standing committee's report to the assembly contain with respect to the details of the establishment of the subcommittee and with respect to the acts of the subcommittee?
  8. board's power

    In the following bylaw, is the board subordinate to the assembly as on p.9, or does the board have full power as on p. 587? “The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Association; for guiding and administering the Association so the purposes, principles, and goals of the Association as set forth in the certificate of incorporation, and the rules, resolutions, and directives of the association are followed; and, for making suggestions and recommending programs.” RONR (11th ed.), p. 9, ll. 14–17. A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate. RONR (11th ed.), p.587, ll. 11–15. The Board of Directors shall have full power and authority over the affairs of the Society except… [specifying classes of business over which the assembly of the society is to retain sole authority].
  9. Minutes

    page 468 The official record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes—particularly in legislative bodies—the journal. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done. The minutes should be kept in a substantial book or binder.
  10. What about page 448, lines 3–5 An office carries with it only the rights necessary for executing the duties of the office, and it does not deprive a member of the society of his rights as a member.
  11. An association's bylaws listed a series of duties of the chair without indicating the chair was in fact the president. Some members were of the opinion that this meant someone else was the chair because the rules did not specifically state that it was the president's duty to carry out those presiding duties.
  12. Where is that ruling located?
  13. Thanks George. I found those but I was looking for something that specifically indicates the president is the presiding officer unless the bylaws assign that duty to another position or person. My concern is that the "ordinarily is" and the "usually prescribed" doesn't specifically require the president to be the presiding officer.
  14. Is there a citation in RONR that states the president is the chair unless the bylaws prescribe otherwise. It seems to be implied that the president is the chair but I could not find a specific statement clarifying the issue.
  15. chair pro tem

    I am not wishing to debate. I was looking for a citation in RONR that states, "The election of a chair pro tem is not debatable." for example In the absence of the president and the vice president the secretary calls the meeting to order and presides over the election of a chair pro tem. The secretary says, "If there is no objection John Smith is elected chair pro tem." Member A having objected to the unanimous consent then addressed the secretary and wishes to debate the issue. The secretary says, "RONR p. xx, ll. xx-xx, states 'the election of a chair pro tem is not debatable."
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