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Joshua Katz

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Everything posted by Joshua Katz

  1. REMOVAL OF ALL DIRECTORS

    In that case, you will have to follow whatever disciplinary procedure is in your bylaws if you wish to remove directors (or, failing that, the disciplinary procedure in RONR, chapter XX).
  2. REMOVAL OF ALL DIRECTORS

    What exactly do they say? Please give the precise language.
  3. REMOVAL OF ALL DIRECTORS

    What do your bylaws say about the term of office of directors?
  4. I have nothing to add on anything else, but regarding how many times to revote: it is a general rule of thumb that people want to go home eventually. Sometimes, if multiple ballots are not producing the desired changes, a brief recess where people have informal conversations can be helpful.
  5. Quorum, Board, General, Bylaws,

    It says "our Past President resigned last week." Resigned from what? It doesn't say. In particular, it doesn't say "resigned as Past President." I read it as "the person who is now our Past President resigned from President last week." True. So far, though, the only thing I've seen the attorney actually do is somehow adjourn a meeting (by what authority?) so he can study Robert's Rules (always a good idea, but not particularly helpful here).
  6. Quorum, Board, General, Bylaws,

    I don't see what legal questions are presented here.
  7. Voting

    I'm struggling to see how the answers connect to the question. It seems to me that they voted, counted, and then realized that the person who was elected was not eligible (I'm going to assume this is correct). The answer to that is - no, you don't just award the position to the runner-up. You have a vacancy in office, and you hold a new election.
  8. Quorum, Board, General, Bylaws,

    I assumed he was President until he resigned, at which point he became Past President. Am I too optimistic?
  9. Quorum, Board, General, Bylaws,

    If I may - what business does this attorney-member (who presumably was not chairing the meeting) have adjourning your meeting? Inquorate meetings aren't automatically adjourned, and people might well want to conduct other business, such as set the time to which to adjourn, which is permitted without a quorum. It's likely true (although we can't say without knowing your bylaws) that a new election is needed, which leaves the question of how to hold one.
  10. A member providing information

    I generally say, if the chair asks, "speaking neither in favor nor against." As chair, I take such speakers in the order of seeking the floor and just ignore them in the alternation, unless they clearly speak one way or the other.
  11. Correcting minutes

    Hmm. My lecture notes certainly don't include discussion.
  12. Past practice in amending bylaws

    What is the nature of the organization?
  13. Message Board

    That's weird, I still see it.
  14. Past practice in amending bylaws

    Then no, unless there were some factors we're not aware of, such as an applicable procedural statute.
  15. Motions

    That, at least, is clearer (and the same as the standard used for a mass meeting). A fair point. Mine is analogous to the RONR default for conventions, though, to some extent.
  16. Motions

    Granted, but it seems to me that my interpretation is preferable in that it doesn't render a bunch of words pointless.
  17. Motions

    How do you figure? While, admittedly, this is a mess, I think the most reasonable interpretation (which doesn't matter, since only the organization can interpret its bylaws) is that a quorum is a majority of the largest number attending at any point after the call to order. There were 5 attending, so a quorum is 3; therefore, one cannot conduct business. I expect others will disagree, based on past conversations.
  18. Member disrupting a meeting

    It sounds like you were the chair of the meeting, in which case, you were expected to maintain order, not "simply ... take it." When members make personal attacks, rule the remarks out of order. When members interrupt other speakers (except for purposes which are permitted to interrupt), do not recognize them, and call them to order. If needed, name the offenders or use disciplinary proceedings. It shouldn't be needed, though, just maintain order firmly.
  19. The purpose of debate is to convince people to vote a certain way. Even if the assembly has decided to consider a question by ballot, a member is free to reveal his own vote - a secret ballot simply means that he cannot be compelled to do so. Furthermore, I would disagree with the premise. Suppose I speak at some point, and urge a vote in favor of the motion. Then you speak, urging a vote against it. I might (this is what debate is for) become convinced by what you say, and wind up voting no, a fact which will not be known by others if I do not speak again. In short - yes, of course.
  20. Should minutes reflect bad behavior

    If you wish to document it, then follow the steps for naming the offender. Otherwise, it doesn't reflect actions taken in the meeting, and it's just gossip. The point is that a simple gavel rap and "that is out of order" is not the basis for later disciplinary action. If a person will not come to order when informed that his actions (not the person) are out of order, naming the offender becomes appropriate.
  21. Proposed Bylaw Amendments

    Correct. What isn't clear to me, though (leading me to write vaguely before) is whether they have some provision in their bylaws requiring amendments to come from the board.
  22. Proposed Bylaw Amendments

    What role does your board have in your bylaw amendment process? It might be that it doesn't matter what the board wants. At the same time, if notice has been given but no one makes the motion, then the body won't consider it. Finally, one way to let the membership know that the board doesn't want to do this (to the extent it matters - assemblies often adopt bylaw provisions to control their boards) is to say in debate "the board doesn't want to do this."
  23. Should minutes reflect bad behavior

    Agreeing with HHH, it just sounds like the chair said to stop, not named the offender. Also, even if the procedure for naming the offender were used, it would go in the minutes where it belongs, not in a footnote.
  24. Proposed Bylaw Amendments

    As I understand it, the current quorum is 12. There are 21 board members, so a majority would be 11. 2/3, meanwhile, is 14 - the current proposal would increase the quorum, while amending it as desired would reduce the quorum. Therefore, the amendment would not be in the scope of notice.
  25. This is a question about the delegation of decision-making to the ED (event director), which in turn depends on the motion to establish the position, the motion to hold the event, the hierarchy of staff and volunteers, and any relevant organization rules. I don't think it's one we can give a general answer to on this forum, except to say that, if the rules in RONR apply, and if the board has the authority to manage the affairs of the organization (either from the bylaws or from an incorporation statute), then the board can amend its past motions and/or adopt new ones to have its wishes carried out. Whether it wants to or not is a political question.
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