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DanielEHayes

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  1. Added for further clarity. Notice the cancellation notice is much less detailed. d) Electronic meetings may be called by either: • The committee Chair, or • 1/3 of the committee members or 2 committee members, whichever is greater. However, the call of an electronic meeting can be canceled if a majority of the committee members email a cancellation request to the entire committee prior to the scheduled time of the meeting.
  2. So here is the provision from our policy manual on how to call an electronic meeeting for our board. I left out the portion that covers notice as it is not relevant to my question. “e) Each committee member calling for an electronic meeting must do so by emailing the entire committee and specifying the date of the meeting, time of the meeting, and the topic(s) to be addressed. “ Is it sufficient in an email chain that one member stated the date, time and topic for members to say, “Please join me to this request.” or ”I will also call for the meeting at that time.” These are email responses from members of the board in their entirety. Are they enough to be counted for this meeting call? I’ll throw in that it’s about a matter of discipline in case that makes a difference.
  3. I think that with regards to it’s matter of discipline for this organization that this provision says that Roberts is not authoritative, though I would argue it still could be persuasive. See RONR(11th ed.),pp.589-590,ll.33-5. “If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited.”
  4. Must an organization follow the disciplinary hearing procedures laid out in RONR, specifically regarding holding a vote to suspend in a meeting or could it vote on the suspension by email? This organization: -has adopted in its bylaws RONR’s current edition as its parliamentary authority -has a standing Judicial Committee -has allowed for email voting in its bylaws -uses email voting somewhat regularly - has a provision for discipline of officers that states; “ The Committee may, for cause, suspend any officer by a vote of 2/3 of the entire Committee. The suspended officer may challenge the suspension by an appeal in writing to the Judicial Committee within seven days of receipt of notice of suspension. Failure to appeal within seven days shall confirm the suspension and bar any later challenge or appeal. The Judicial Committee shall set a date for hearing the appeal between 20 and 40 days of receipt of the appeal and shall notify all interested persons, which persons shall have the right to appear and present evidence and argument. At the hearing the burden of persuasion shall rest upon the appellant. The Judicial Committee shall either affirm the Committee's suspension of the officer or order the officer's reinstatement within 30 days of the hearing. Failure of the Judicial Committee to rule within 30 days shall constitute an affirmation of the Committee's suspension of the officer. At such time as the suspension is final, the office in question shall be deemed vacant.”
  5. SO do your bylaws set a fixed number for the board or a range between a minimum and maximum number of directors, then the "entire board" shall consist of the number of directors within such range that were elected as of the most recently held election of directors. Either way...I am seeing some SHALL up in there... Not SHOULD consist of X number of members....SHALL.. SHALL means Must. SO I think that sort of fits in line with what Fisherman Honeman was showing about the General's intent. You guys need to fill the Vacancies. NOT having filled those does not excuse you from the Quorum requirement and may leave you negligant in your duties by ignoring some SHALL's I see there..but I ain't a Loiya and so other than that..I am running away..
  6. Thanks for that reminder Richard, and shame on me for not thinking of that aspect. It's not like you and I have ever testified in front of the La legislature in support of any open meeting laws or anything.
  7. I think I know the feeling even better than you at the moment...threads to follow.
  8. Since it was a properly called meeting, it is possible that they could agree to take "illegal" action at that time, with the intent/hope that when the organization had a meeting at which they had a quorum they could ratify the actions thereby making them legal.With that in mind I think it would be appropriate for those actions taken in the absence of a quorum to be included in the minutes. RONR (11th ed.), p.124, ll. 27-31 If however the "illegal" action is not ratified, they shall be subject to immediate execution or worse yet..to live under my organizations bylaws. (Citation pending publication of the 22nd ed.)
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