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  2. A Point of Order may be raised regarding this matter at any meeting.
  3. Josh Martin

    Voting out board members

    RONR considers directors to be officers.
  4. Obviously a call must be sent at some point, so that members know when and where the meeting is and what business is to be conducted. If the bylaws fail to specify how much notice is required, RONR provides that it must be sent a reasonable time in advance. What exactly this means will vary from assembly to assembly, although I personally cannot see how five minutes is reasonable. A call which merely specifies that the meeting is to “discuss questions/concerns” is not sufficiently specific to allow the transaction of any business. I don’t think that merely including the word “discussing” is fatal to the call of a meeting, but I agree that “discussing concerns about the actions and/or behaviours of the officers” is still far too vague. I agree that if the intent is to make a motion to remove the President, then the call should include as much.
  5. Atul Kapur, PRP "Student"

    Voting out board members

    In addition to Richard Brown's note about this only being allowed at a regular meeting, two other things are worth noting: 1) The vote required is " two-thirds vote of those present" so you will need an accurate count of all those who are present, as abstentions may affect the result. 2) This article of the bylaws applies to Officers; not all members of your board are necessarily officers so this would not apply to them.
  6. Well, put me on the nitpicker list. A notice must worn the members of what will be happening. I would consider "disciplinary action against the president," or "removing the president" to be sufficient, the latter permitting lesser penalties.
  7. Richard Brown

    Voting out board members

    Previous notice is defined on page 4 of RONR as follows: "Under certain circumstances, whatever the vote required, there may be an additional requirement of previous notice, which means that notice of the proposal to be brought up—at least briefly describing its substance—must be announced at the preceding meeting or must be included in the "call" of the meeting at which it is to be considered (see also pp. 121–24). The call of a meeting is a written notice of the time and place, which is sent to all members of the organization a reasonable time in advance." On page 121 previous notice of a motion is described as follows: "The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. A requirement of previous notice means that announcement that the motion will be introduced—indicating its exact content as described below—must be included in the call of the meeting (p. 4) at which the motion will be brought up, or, as a permissible alternative, if no more than a quarterly time interval (see pp. 89–90) will have elapsed since the preceding meeting, the announcement must be made at the preceding meeting. The call of a meeting is generally sent to all members a reasonable time in advance, which may be prescribed in the bylaws." Edited to add: I note that your bylaws apparently prohibit a vote to remove an officer at a special meetings. The bylaw provision you quoted specifies "at a regular meeting".
  8. jstackpo

    Voting out board members

    Previous notice must include information as to the intended action, as I read your bylaws. See "Previous Notice" on pages 4, 404, & 596 (line 27).
  9. So our board is in a faction fight, and one faction has decided to try to vote out the other faction. Our bylaws say: "Officers can be removed from office with or without cause by a two-thirds vote of those present (assuming a quorum) at a regular meeting where previous notice has been given." And that is all on that topic. Does previous notice mean notice of the meeting itself or notice that there is going to be a call for a vote to remove board members?
  10. Richard Brown

    Entering a motion to remove president

    Well, we might be nitpickers, but it's definitely not just you!
  11. Richard Brown

    Entering a motion to remove president

    I disagree. In my opinion, that call is not specific enough to take up a motion to remove the president from office for two reasons: First, it says the purpose of the meeting is for "discussing concerns. . .". It says nothing about considering an actual motion to do something. Lots of special meetings are held for informational purposes.... for formal presentations, question and answer sessions, discussions.... with no formal action taking place or even being contemplated. I am much more likely to attend a special meeting if I know it is to consider taking some kind of actual and controversial action rather than just discussing something rather vague. Second, I think the call would have to state that the purpose of the meeting is to consider a motion to remove the president from office. The actual language of the motion need not be provided, but I think anything short of considering a "motion to remove the president from office" falls short of "specifically describing the subject matter of the motions or items of business to be brought up". The removal of the president and a motion to do so are the items of business and subject matter of the motions to be considered, not a general discussion about the conduct of the officers. Perhaps this is a subject upon which reasonable minds can differ, but I think that the more prudent course of action is for the call of the meeting to state specifically that it is to consider a motion to remove the president from office.
  12. George Mervosh

    Entering a motion to remove president

    I'm not a fan of using "discussing" in such a notice, unless all you want to do is discuss it, but it's probably just me being a major nitpicker today.
  13. You make a point of order at the moment the president or someone else attempts to do something incorrect. You don't wait until the deed is done to object. You object before the deed is done, as soon as an improper motion is made. Many points of order must be raised timely, meaning at the time the breach occurs. Failure to timely object can amount to a waiver of the breach. Some breaches, however, are so serious that they are deemed "continuing breaches" and a point of order can be raised at any time while the breach continues. An example of that would be the adoption of a motion that violates a provision in the bylaws. If whatever it is that the motion requires to be done (or not be done) violates the bylaws, a point of order can be raised days, weeks, months or even years later.... as long at the breach (the adopted motion) continues.
  14. Atul Kapur, PRP "Student"

    Entering a motion to remove president

    Well, if that is all that your bylaws state about special meetings, then the provisions in RONR apply where the bylaws (or special rules of order) are silent. Therefore... "Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." (p. 91, ll. 31-35) - So the call has to be sent out "a reasonable number of days in advance" not 5 minutes. (BTW, if the bylaws give a specific notice requirement for board meetings - not just regular board meetings - then that requirement may also apply to special board meetings) - "discuss questions/concerns" doesn't meet the requirement of "specifically describing the subject matter of the motions or items of business to be brought up". Note that this requirement doesn't mean that you have to give notice of the specific motion that may be moved, just the purpose of the meeting (see RONR p.93, ll. 13-21). So, (moving to the hypothetical) if the call for the special meeting said it was about "discussing concerns about the actions and/or behaviours of the officers", that would be, in my opinion, specific enough to allow a motion to remove the president.
  15. Nothing you have presented so far indicates that your president has the power to remove someone from an elected office. Is this authority stated somewhere else in your bylaws?
  16. Thank you. Building on this I am trying to figure out the proper way of raising a point of order. Lets pretend the President wants to remove someone from office before an upcoming election. The president would have to motion to have xxxx removed from office. During that motion can a point of Order be raised that the bylaws were illegally changed, and we go down that road as outlined above? Or does that motion have to be carried through, voted on, and then after it is decided a point of order raised that it was conducted wrongly because the bylaws were changed wrongly. At that point we again go down the road of deciding if the bylaws were changed wrongly. We are hoping that since an agreement was made (informally) that all positions would be vacated and voting would occur to fill all positions new, that we can fix the bylaws under new leadership and avoid this mess. However, this is just a worse case scenario that I could unfortunately see happening. thanks,
  17. Thanks. Sorry, I am trying to understand all these rules which are complicated. If the bylaws only state : "Special meetings of the Executive Board may be called by the President and/or requested by other board members", and there is no mention of the call for a meeting being sent out, can any business be conducted at a "Special Meeting"? Or is it required that a call be sent out, even if it is 5 minutes before the meeting? The reason I ask is that the president sent out an email for a special meeting only stating that they wanted to discuss question/concerns? I am just trying to make sure nobody is blindsided by anything at a special meeting and that we are correct in delaying any matters until the regular meeting immediately following.
  18. Josh Martin

    By Law Addition

    Yes. If the procedure he used in March was wrong, he can and should change it. Just because you violated the bylaws once doesn’t make the rule obsolete. If your President is enforcing the rules selectively, perhaps you need a new President, but your organization is still required to follow its rules. Am I corrected understanding that the current rules committee also did not review the amendments? As I understand the facts, your bylaws require these amendments to be submitted to the rules committee. You must follow your bylaws. The existing rules committee could, however, review these changes (until they are replaced).
  19. Guest

    By Law Addition

    As a standing committee, your rules subcommittee serves for the same term as the chair. The fact that you had a vacancy and elected a new chair does not change the term of office. The rules subcommittee continues as appointed by the previous chair until replaced by the current chair.
  20. No, this is not correct. A special meeting may only include the business included in the call. If other board members have the ability to call special meetings (which is apparently ambiguous) then they may ask the Secretary to include certain items in the call. If the motion to remove the President from office is not included in the call, however, it may not be voted on at the special meeting. Additionally, you say that your bylaws require only a majority vote to remove the President, so that is what is required. This is further complicated by the fact that it is not clear whether other board members may call special meetings themselves or whether the President is expected to call such meetings on the request of other board members, and by the fact that your bylaws do not specify how much notice is required for special meetings. As a result, there may be substantial ambiguity regarding whether the meeting is valid, which does not seem desirable considering the subject matter of the business to be conducted. Additionally, the President does have a right to vote. He should not vote as he has a personal interest not in common with other members, but he cannot be compelled to abstain. Correct.
  21. Guest

    By Law Addition

    The question is does the Interim Chair have the authority to change procedure he followed on a March by law change simply because he is in opposition to the two proposed additions? He did not appoint a "rules committee" and allowed the by law in March to be approved by the committee. Now, he wants to use the outdated by law that says the proposal should come from the "rules committee" and the Board is not aware of him appointing one. An additional element is that our by laws need updating to be in agreement with the State committee by laws. Proper notice of ten days notification according to the State by laws was given to the entire voting membership.
  22. I concur with the previous responses that, unless the bylaws provide otherwise, the bylaws are to be amended by the membership, not by the board. Additionally, references to the “previous meeting” are generally understood to be references to meetings of the same assembly. It also seems pretty clear that 3 is less than 10, let alone 30. So even if notice could somehow be given at a board meeting, that is moot if the board meeting in question is not properly called.
  23. You probably already know this, but that doesn't work. A board meeting is distinct from a membership meeting primarily by who may vote, not who may attend. If the membership is voting at your board meetings, then they are (de facto anyway) not board meetings. But if they are membership meetings, the board should not be running them. It would need to be a meeting of the body which can amend the bylaws. While your organization needs to interpret its own bylaws, my personal opinion is that, since boards have only those powers they are given, this provision must mean a membership meeting.
  24. Richard: Sorry, I was not clear. We have 9 meetings per year, and the final meeting is the last meeting that the outgoing board runs, and it is coming up in a few weeks. That is what I was referring to. It is both a membership and a board meeting, as the custom has been not to bother specifying which is which. They are nearly all open meetings. The issue with the meeting is that some people do not feel the meeting at which the announcement about amending bylaws is made needs to be a membership meeting. Normally there would be no difference, but in this case the meeting which will be used to give notice has been called with only a few days notice as a "special board meeting" and no members have been notified. However, our bylaws do not provide for such a board meeting. They only provide for special membership meetings, which require 10 days notice and notice to all members. Board meetings require 30. But the language of the bylaws simply says notice must be given at "the prior meeting." It doesn't say if it's a board or membership meeting. The biggest issue is not that the board can't find a way for this person to participate, but rather that her participation has become a point of contention in a faction war. Therefore, she will not settle for anything less than full board membership.
  25. Based on this information, the bylaws are not validly amended unless both of the following are true: The vote was taken at a regular meeting or by e-mail (hopefully some other part of your rules clarifies how the latter method is conducted). Notice of the amendment was given either orally at the previous regular meeting or by writing 30 days prior to the vote. Failure to meet either of these requirements would constitute a continuing breach and a Point of Order regarding it could be raised at any meeting. If it is determined that the amendment is null and void, then the language in the amendment is not (and never was) validly a part of the bylaws. As a consequence, the organization would conduct regular elections as provided for in the bylaws. It appears there may be some disagreement over what actually did happen in regard to these amendments, and it will up to your organization to resolve disputes over the facts.
  26. Hello, Thanks for all the advise! I just want to make sure I am correct. If the President happened to call a "Special Meeting" for other reasons, at that meeting could I could raise the motion to have the president removed from office. The president does not get a vote in the matter, but the Board present at that meeting must agree by 2/3 vote. No notice is required of the motion per our bylaws. Otherwise, the motion can be raised at a regularly held meeting, again no prior notice is needed.
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