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  1. Hello looking for guidance here. There is a convention committee (created by the Bylaws) that allows for members and alternates to be designated by different bodies. Can one be both an appointee of one body and an alternate for another? Example: Organization A appoints Ms. Smith as its alternate and appoints 5 primary appointees. Organization B appoints Ms. Smith as its primary appointee and Ms. Jones as its alternate. If any one of Organization A's primary appointees do not attend a meeting, may Ms. Smith substitute in as an alternate and then Ms. Jones is the primary for Organization B. Or does Ms. Smith have to decide which she is for the whole existence of the committee? The rules and bylaws for both Organizations are silent on this situation (well on this precise one - it does mention alternates).
  2. I am on the executive board of a small nonprofit organization - we have a total membership of about 100 members. There are 7 members of the executive board and they are all elected by the members for 2 year terms. The bylaws state that the president of the organization will appoint all committee chairs, but doesn't go into any further detail regarding committee chairs/appointments/removal of chairs/etc and does not detail how the committee chair puts the actual committee together (many of our committee chairs actually just operate as a committee of one to do the work, others recruit other members to work with them on the committee) A few questions about Committee Chairs: 1. Do Committee Chair appointments by the President need to be recorded anywhere or motioned and voted by the chapter and/or executive board? 2. Once a Committee Chair is appointed, can the Chair be removed by the President at will (the bylaws do not state that the committee chair serves at will, just that they are appointed by the President)? Or is a vote of the executive board or total membership required? For instance, if the President decides he/she wants to remove that Committee Chair and appoint someone else? 3. May a Committee Chair select the members of her own committee whoever he/she likes? Or how do members become part of a committee? Must the membership vote to approve the members of a committee? 4. May the President tell a Committee Chair that a specific member cannot be on the committee? We had an issue where the Committee Chair who was appointed wanted a new member to be on the committee, but the President said - no, that person is too new, they can't serve on your committee. Does the President have that power to micromanage the Committee Chair and then threaten to remove them and appoint someone else, if the Chair doesn't do what they want? Thanks!
  3. Our bylaws states vacancies for executive board officers shall be filled by appointment by the voting assembly at its next meeting for the duration of the current term. The remaining non-voting executive board officers have recommended a member for the vacant position to the assembly for a yes/no vote. This has been past practice. Can the assembly insist on having a say on determining the recommendation or will their negative vote mean the process starts all over again.
  4. The bylaws authorize the president to make committee appointments and to fill certain vacancies. The bylaws also say the vice president may perform the duties of the president if the president is, for any reason, unable to perform the duties of his office. The vice president may also perform such executive powers as the president may delegate. The bylaws say the president shall preside at meetings of the assembly but make no mention of who presides in the absence of the president. RONR is the parliamentary authority. Two questions: 1. Must the president make those appointments in a meeting or is it an administrative (or executive) function that he can perform outside of a meeting? Page 456 seems to say that making appointments is an administrative or executive function when specified in the bylaws, but is silent as to whether appointments must be made in a meeting. 2. If the appointments must be made in a meeting, and the president is absent, may the vice president make those appointments, or is the making of those appointments an administrative (or executive) function that only the president can perform? There has been no delegation of the right to make those appointments to the vice president by the president.
  5. I am in a group whose Bylaws do not explicitly allow business between in-person meetings. In such a circumstance is it legal for appointments or dismissals of Officers to be made between in-person meetings or by email? Thanks for the clarification.
  6. In the absence of an election, can the chair appoint? What rule addresses this? Thanks!
  7. Our bylaws state "Appointments by the board to fill vacancies shall be for the remainder of the term of the vacant position." It goes on to say that the appointment requires the approval of the entire membership at the next general meeting. However, our secretary does not keep minutes of the general meetings, just the board meetings. She did not even keep minutes of our last election in November! The approval of an appointee was announced at the last general meeting. No one called the meeting to order. No one established a quorum. It went from "welcome" to announcements and then directly to the entertainment. What now? Are our officers duly elected? Is the appointment binding?
  8. The by-laws of our organization state that the president can appoint three people to the executive committee. The first Vice President is automatically a member. After the 2013 president of the organization resigned, the newly elected president appointed one person to the executive committee. The person appointed subsequently was elected first Vice President. Does the first Vice President continue to count as a presidential appointment, leaving the current president two appointees, or is the president allowed to name a third person since her first appointee became an official member when she was elected first Vice President?
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