jstackpo

1.  Amendments to the draft may be proposed. Majority to adopt.

2.  Yes, since you want to elect officers of the new organization.

3.  Majority of those delegates present and voting.

It looks to me that you are "consolidating" your three into one effectively brand new one .  See page 561 for further appropriate details.

Tricky math...  Here is how I would do the calculation.

The book, page 575 says that if you have served more than half (my emphasis) a term, that "counts" as a full term.

So a total term equals (365*3 + 366) days = 1461 days   (never mind those pesky years that are divisible by 100 where there is, as I recall, no leap year, except... -- see https://en.wikipedia.org/wiki/Leap_year)  So half a term is 730.5 days.

If person B served his partial term in the two year period including a leap year, he served 731 days, so I agree, Mr B has now (after serving an additional full term) reached his term limit. By only 1/2 a day.

Was the election to B's second (full) term in the morning or the evening?  (Good luck working that out!)

Nothing in RONR would deny the right for the Board to express an opinion. (Presumably they are endorsing themselves - when did a candidate ever do otherwise?)

3 minutes ago, jstackpo said:

I hesitate to say how to get out of this quandary.

Here's a possibility:  Find a board member or two to raise a point of order next board meeting that the two (or more) delays are clearly unreasonable, and it is NOW time to fish or cut bait.    (You need two members:  one to raise the point, the other to second an appeal when the chair (presumably) rules the point not well taken.)  (If you find them and this works, be sure to re-elect them! They are your friends.)

12 minutes ago, Guest Abby said:

or at such time reasonably thereafter as may be adopted by resolution of the Board of Directors

Looks to me that the directors get to decide what is "reasonable".  If you don't like their definition of "reasonable", as implicitly defined by the the size of "thereafter" (i.e., how long after the last Monday in March), it may be time for new directors. You gonna run?  (I know, I know, you have to have a meeting to have an election to replace the directors - without your full bylaws available, I hesitate to say how to get out of this quandary.) 

One other thing to quote from your bylaws (exact words of the bylaw provisions):  what is the term in office of the elected officers?

5 minutes ago, Guest Abby said:

The bylaws state proxy’s are good for 11 months  Will they have to be redone?

Proxies are legal documents -- RONR (and we here) doesn't/don't deal with "legal".  You will have to ask your lawyer.

13 hours ago, Josh Martin said:

It should also be noted that, as a parliamentary matter, the board would be within its rights to ratify action taken by email at a ...

And Josh also said, much more recently:

2 minutes ago, Josh Martin said:

It is correct that, in the interim, it is in order to ratify such actions at a regular or properly called meeting with a quorum present,

Well, now, I'm not so sure about that.

RONR is abundantly clear, page 97, that, unless there are some sort of electronic (absentee) meetings authorized in bylaws, that business decisions or action can be transacted only at regular (in-person) meetings.  Any actions approved by e-mail (&c.) would be in clear violation of the bylaws.

But this sort of improper action is explicitly described as NOT capable of being ratified, per page 125, lines 10-12.

Granted, page 487, line 9, appears to say that such actions can be ratified, but page 487 seems to speak to the chair (presumably) just telephoning or writing individual board members for their votes, not to the holding of an (improper) electronic meeting, even an e-mail "meeting", however such would work.  This is a rather fine distinction and I'm not sure it clears up the apparent inconsistency in the book.  Pages 125 and 487 were, of course, written before the Internet age. and page 97 in response to the I-age.

Since you are part of a public body, you will probably have to ask a lawyer (or your staff attorney, if the school board has one) whether e-mail (or other "absentee" - not together in a normal face-to-face meeting) decision making is legal.  RONR would say "No, not proper unless it was authorized in your bylaws".

If you find out that it is not proper (we don't do "legal" here) you can raise a point of order at your next face-to-face meeting.  See RONR, page 247ff.

A common system is that the Board of Directors fills vacancies, except that of the Chief, or President, if there is a vice-chief or vice-president defined in your bylaws.  Those "vice-" positions fill upward automatically without any necessary steps.  See RONR p. 575.  Then the Board fills the now vacant "vice-" position(s).

An "assistant chief" may, or may not, be equivalent to a vice-chief - that is all up to your bylaws.

First check your bylaws.   They may set out how to fill a mid-term vacancy; if so do it that way.

Otherwise hold an election "as if" it was a regular 2-year election, notice and all, filling the vacancy for the remainder of the term in question.

If what you call a "consent agenda" is the same as what RONR describes as a "consent calendar" - page 361 - then a single objection can remove an item from that calendar.

Otherwise, I fear you are on your own as RONR doesn't define a "consent agenda".

9 minutes ago, Joshua Katz said:

Well, careful there. It's the common parliamentary law, right? It certainly isn't the whole body of the common law, and I doubt it's even part of what the legal profession refers to as the common law.

Yes, the admonition that parliamentarians should not attempt to dip their toes into "the law" is one to most definitely acceed to.     

"General [parliamentary] law" is also called the "common law".  Check Google, &c. for definitions.

Not clear, to me anyway, exactly what you are asking.

OTOH, the asymmetry (with respect to rules about non-members on Boards and Committees) may be reasonable since Boards are 100% creations of bylaws (and bylaws can say what they please) while committees are, to a large extent, created by procedure -- motions.

But...  there are restrictions (as well as permissions) on non-members serving on committees (p. 174: they must be approved) but I can't find any such restrictions or permissions for non-members serving on Boards.  Does the lack of a corresponding rule for Boards mean that non-members may not serve at all, or no that permission is required and anybody can serve?   Seems inconclusive.

I am sure the "Over the Hill Gang" (see the splendid Robert Redford movie "Old Man With a Gun") did authorize bank robbing it its bylaws (e-mail probably not).

4 minutes ago, Guest A. West said:

I guess a better term would be 'alternate member' instead of nonvoting member, if that clarifies anything.

Only if "alternate member" is defined as to rights & privileges, &c. in the bylaws, or elsewhere the statute.  If the definition is in the statute, check with a lawyer.   RONR does speak of alternate delegates at conventions, but that is a special case, and it well defined, too.

3 minutes ago, Betsy Barber said:

.... believe that since email voting is not mentioned, we can't do it.

Bank robbing probably is not mentioned in your bylaws, either, and I suspect there is general agreement that you can't do that either.

Ask a lawyer about the NC statutes "permission" to use e-mail and how to implement it.

RONR allows non-members of an association to serve on committees of the association, (including chairing) with the approval of the association membership.  The book is silent on the similar question as to non-members serving on Boards (near as I can tell).

And it is also silent on the rights, privileges, &c, of the undefined (in RONR) category of "non-voting" members.  In RONR one is either a member or not a member at all (like me with respect to your association).  Nothing in between. A person has all the rights of membership, or none of them.

All of the above is a slightly long-winded way of saying "The answer to your question is entirely up to your association" because non-voting membership is not described or defined in RONR. You have to define it, if you want to have any.

Please post new (even though related) questions, such as this one, as a new topic, then we will tell you whey the answers are "No" and "Yes" in the order you asked and what you can do about it.

4 hours ago, Guest Zev said:

.....they [the Booster Club members] would be in charge of their own affairs. 

Perhaps they already are.  Who, what group, amends the bylaws, per the bylaws? 

"Work sessions" are really not discussed in RONR, certainly no "rules" for their conduct are presented.   So whatever they are is up to you and your association to figure out what they are.  Board meetings are where you do business and make decisions.  Are you doing that in these "work sessions"?

It might be wise to draw up some rules to define them and explain how they differ from "real" Board meetings so that your general membership won't get upset (any more than they are now ! )

Is there a requirement in your bylaws that notice of Board meetings be given  to all your regular members, not just the Board members.  That is a bit unusual.

Nope.    If you really want to keep him/her in office, you will have to amend the bylaws first.  (And re-elect him, too, of course.)

Sheesh...  never a moments rest...

And on a weekend yet!

Here:   Link this

Oops, fumble fingers:   shud b page 93.  (line correct)