Guest Heather Posted October 9, 2017 at 04:37 AM Report Share Posted October 9, 2017 at 04:37 AM Our club secretary position was needing filled. Previous secretary was no longer interested. It is unclear if the position was considered vacant, or just being appointed by the new president. The votes came out as 4 yes, 3 no, and 2 abstain. Club constitution and by laws state appointing of secretary needs majority of the board, and vacant positions need a 2/3 majority of the board. The current secretary did not vote, as she wasn't included in the meeting. Am I correct in saying that if the position was considered vacant that there is not a 2/3 vote, and if it was an appointment that there is not a majority because the current secretary was not included in the vote? The full voting board consists of 11 voting positions. Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted October 9, 2017 at 09:26 AM Report Share Posted October 9, 2017 at 09:26 AM A position is vacant if no one is in it. Did the secretary resign? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted October 9, 2017 at 12:34 PM Report Share Posted October 9, 2017 at 12:34 PM Without understanding your bylaws, I don't think there's any way we can help you here. I am not clear on the distinction your bylaws make between vacancies and, well, something else. In any event, this sounds like a point of bylaw interpretation, which we're unable to help with on the forum. Quote Link to comment Share on other sites More sharing options...
Guest Heather Posted October 9, 2017 at 01:47 PM Report Share Posted October 9, 2017 at 01:47 PM Nobody is clear if it was a resignation or appointment by the new president. Let's look at the two scenarios while they determine what they are calling it. My best guess is they are calling this a straight up appointment of a new secretary, which is legal in the bylaws. This requires a majority of the board. Full board is 11 voting members & only 9 were in the meeting. My question is how do you use the abstentions? Would the abstentions count in the overall total? Are they thrown out and only the 7 votes used? If so, there are only 4 yes & 3 no. Would this be considered a majority of the board? Our bylaws do not distinguish voting board. It says "majority of the board of directors." All that said, if they want to say she did resign, and was being filled by the new president, a 2/3 majority required. Let's say they call this a vacancy, I don't see how 2/3 was achieved. So my main concern is the scenario listed above. We all realize she was not wanting to do this position anymore, but she was willing to continue to help until the correct person was found. We do have a clause to declare the position vacant, but that section was not used. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted October 9, 2017 at 01:52 PM Report Share Posted October 9, 2017 at 01:52 PM 2 minutes ago, Guest Heather said: Nobody is clear if it was a resignation or appointment by the new president. Let's look at the two scenarios while they determine what they are calling it. My best guess is they are calling this a straight up appointment of a new secretary, which is legal in the bylaws. This requires a majority of the board. Full board is 11 voting members & only 9 were in the meeting. My question is how do you use the abstentions? Would the abstentions count in the overall total? Are they thrown out and only the 7 votes used? If so, there are only 4 yes & 3 no. Would this be considered a majority of the board? Our bylaws do not distinguish voting board. It says "majority of the board of directors." All that said, if they want to say she did resign, and was being filled by the new president, a 2/3 majority required. Let's say they call this a vacancy, I don't see how 2/3 was achieved. So my main concern is the scenario listed above. We all realize she was not wanting to do this position anymore, but she was willing to continue to help until the correct person was found. We do have a clause to declare the position vacant, but that section was not used. Guest Heather, you keep referring to "appointment" by the president. Do you mean "nomination" by the president? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 9, 2017 at 02:17 PM Report Share Posted October 9, 2017 at 02:17 PM 9 hours ago, Guest Heather said: Our club secretary position was needing filled. Previous secretary was no longer interested. It is unclear if the position was considered vacant, or just being appointed by the new president. The votes came out as 4 yes, 3 no, and 2 abstain. Club constitution and by laws state appointing of secretary needs majority of the board, and vacant positions need a 2/3 majority of the board. The current secretary did not vote, as she wasn't included in the meeting. Am I correct in saying that if the position was considered vacant that there is not a 2/3 vote, and if it was an appointment that there is not a majority because the current secretary was not included in the vote? The full voting board consists of 11 voting positions. Please quote for us the EXACT provisions in the bylaws for electing a secretary by the board and for filling a vacancy in the office of the secretary (assuming, based on your post, that there is a difference). Please don't paraphrase and don't cut it short. Give us the complete unedited statements from the bylaws regarding electing a secretary and filling a vacancy in that office. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted October 9, 2017 at 02:59 PM Report Share Posted October 9, 2017 at 02:59 PM 1 hour ago, Guest Heather said: This requires a majority of the board. It matters exactly how this is phrased. 1 hour ago, Guest Heather said: Let's say they call this a vacancy, I don't see how 2/3 was achieved. Leaving all else aside, I think it's clear that 4/7 is not 2/3, and the vote was less than 2/3. Quote Link to comment Share on other sites More sharing options...
Guest Heather Posted October 9, 2017 at 04:19 PM Report Share Posted October 9, 2017 at 04:19 PM 2 hours ago, Daniel H. Honemann said: Guest Heather, you keep referring to "appointment" by the president. Do you mean "nomination" by the president? Our constitution & by laws states "appointed" by the president Quote Link to comment Share on other sites More sharing options...
g40 Posted October 9, 2017 at 04:27 PM Report Share Posted October 9, 2017 at 04:27 PM A majority or 2/3 vote (when defaulted to RONR) means of those present and voting. Some organization's bylaws may require this be of the entire Board (or organization) or of all positions (whether filled or not). That is why the EXACT and full details of the bylaws are needed for this answer. Quote Link to comment Share on other sites More sharing options...
Guest Heather Posted October 9, 2017 at 04:32 PM Report Share Posted October 9, 2017 at 04:32 PM Here is the exact verbage from the C&BL "The secretary/treasurer shall be appointed by the president with the approval of a majority of the board of directors." In regards to vacancies: " vacancies in any office shall be filled by appointment by the president, subject to a two-thirds (2/3) majority vote of the board of directors. A board member failing to report his vote to the president within thirty (30) days shall, by his silence, forfeit his vote to the president, Who will cast that vote as he wishes." There is a provision to declare a position vacant but this portion was not used. The secretary announced she would be stepping down at the general membership meeting, but would continue to help until someone is found. She was told prior that she would be replaced when the new President took office. After the membership meeting a meeting was called by the president to make her appointments. The Secretary was not included in this meeting, which to me points a finger that the position was being considered vacant at that time. The president did not vote, which confuses me as everyone says she does not get to vote. I'm unsure why a president cannot vote when the C&BL says the president, VP, secretary, and 9 directors shall constitute the board of directors. One director did not vote, as he was the one in question for appointment. His region was not given a vote. So essentially there were 9 of the 12 board members actually voting. 4-yes, 3-no, and 2-abstained. I fail to understand how this is pass on appointment via majority or 2/3 in either instance. Hope these derails are helpful. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted October 9, 2017 at 05:13 PM Report Share Posted October 9, 2017 at 05:13 PM Your organization will have to decide for itself what "approval of a majority of the board of directors" means. The general principle is that approval is given by a majority of members who are present and voting. However, your bylaws could be interpreted to require the affirmative vote of the majority of board members. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 9, 2017 at 06:07 PM Report Share Posted October 9, 2017 at 06:07 PM 48 minutes ago, Guest Who's Coming to Dinner said: Your organization will have to decide for itself what "approval of a majority of the board of directors" means. The general principle is that approval is given by a majority of members who are present and voting. However, your bylaws could be interpreted to require the affirmative vote of the majority of board members. Perhaps it is ultimately up to the organization to determine the meaning of the phrase, but to me it is clear: a majority of the members of the board must approve of the appointment. It doesn't even mention a majority vote. It says"a majority of the board of directors". That means more than half of the currently serving directors. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted October 9, 2017 at 06:17 PM Report Share Posted October 9, 2017 at 06:17 PM Agreeing with Mr. Brown, I think it's also clear that 2/3, in regards to vacancies, is an ordinary 2/3 vote of those present and voting (although that's irrelevant in this case). Quote Link to comment Share on other sites More sharing options...
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