jstackpo

9 hours ago, Guest CB2 said:

In the bylaws under Board of Directors it states 21 members: 

Executive Director isn't listed 

Then, clearly, the ExecDir is NOT a member of the Board and has no voting rights at Board meetings.  Never has.  Indeed she may attend Board meetings only when invited to do so by the Board members - majority.  

She can attend and vote at regular association meetings since she is a member of the association.

I take it that nobody raised a point of order when you were denied the opportunity to nominate someone else. Or debate.  Points of order must be timely (page 250).

Per RONR it is now too late to do anything about the situation.

However, you might check with your county attorney as there may be laws covering your situation. Any such would supersede RONR.

RONR doesn't say, so hence it is up to the association to decide what to do with the treasurer vis a vis the audit committee.

However... it might be the better part of wisdom to have the committee, whose job it is basically to check up on the treasurer and the association's pocket book, work independently of the treasurer  --  foxes, hen-houses and all that. So see that the committee gets all the records for the period they are auditing.

When the audit committee is working, they can always call in the treasurer for questions, such as "What is this bill for a week in Cozumel all about?"

I fear you didn't quite answer my question:  Does something in the bylaws (which is where it would have to be) clearly state that the ExecDir IS a member of the Board?

Can you quote the bylaws text that describes who is on the Board, please.

Let me rephrase Zev's question:

How did the ExecDir, who is a member of the Association, become a member of the Board (if indeed the ExexDir is a Board member). 

And in which body's meetings (Association or Board) has she been denied a vote?

2 minutes ago, CB2 said:

 

Also, a question we have 11 board members so 2/3 vote is 7.333, so will 7 pass the vote or do we have to have 8 votes? obviously we cant cut a person in half. 

Nope. 7 is less than 2/3 of 11.

35 minutes ago, CB2 said:

Okay wait a second. Are we talking about boars members and members? I'm only talking about Board Members.  We need 2/3 of the Board  members correct.  We don't need a vote from our members correct?  

Now I'm confused.

 

Sorry for the confusion  --  yes, I am talking about Board Members (only).   "All" you need is 2/3 of the Board members to vote "Yes" to toss someone out.

Yes... but ...  if more than 1/3 of the existing membership decline to call in, it will be numerically impossible to obtain an affirmative vote of 2/3 of the membership, even if all the callers vote "yes".

If the majority (not 2/3?) their proper course of action is to amend the bylaws to give the chancellor president all the power. 

Last time I "encountered" this was in History Class, most notably in Germany in 1933.  We know how that came out.

Yes, optional:  "Should not" is (optional) very good advice, "shall not" would be prohibitive.

Correct:  the base (denominator) of the 2/3 calculation is the total number of (living breathing) Board members, not the count of those who are on the teleconference call.

BTW, I trust your bylaws authorize conference calls, a form of absentee voting.  (RONR, page 97)

29 minutes ago, Chris Harrison said:

My thought is they should treat it the same as when they notify a member...&c.

That would be a fair and reasonable due process as described in Chapter XX.

But the bylaw provision (especially the "without cause" clause) would seem to supersede all that.  (This  presumes that the OP has stated his/her bylaw provisions correctly.)

If the Board member is present when the vote to "remove" is taken, I kinda suspect that he/she may just possibly get the message.

Don't forget that the Board member in question IS entitled to vote on the motion for his/her removal.  He's still a board member until he is removed.

Any "classification" (whatever you may mean by that) of the "immediate 'retiring president' " would have to be found in your bylaws.  Otherwise he/she is (presumably) just a regular member who happened to be president some time in the past.

Final question:  Do your bylaws authorize the Board to even call "emergency meetings", which sound just like what RONR calls "Special Meetings" and MUST be authorized to be proper.

That is for Texans to answer.

If, effectively, you are raising a point of order because the chair is doing something he/she isn't authorized to do, that's fine and proper.  You had better be able to explain what the chair is doing wrong, what rule is being violated.

If there is no rule violation, then it isn't proper to just ask "What are you up to?", for example.

The president should call the meeting in a "reasonable" time.  Your bylaws may have an exact specification of "reasonable time".

No requirement in RONR to notify anybody who the five board members are.

Lean on the nominating committee to do its job...

And... check your bylaws.  The current office holders may remain in office until their successors are elected  --  see RONR page 573, line 33 and the next page.

No, as long as 6 board members vote "Yes" for the motion to waive readings.   (At least, that is how I, not a board member, read your bylaw provision.)

Record what happened, even though 2/3 of the motions were not proper one way or another.  Do NOT try to explain or correct the improper steps in the minutes  --  that will be the task of the next meeting to make appropriate motions or raise appropriate points of order to fix things.  Then you record those in the minutes of that (second) meeting, which should leave things fixed when all was said and doe.

That fits the way the NAP did it some years ago.    (Not exactly, of course.)   It was a convention that recessed to allow the Board to meet (same room and all) to take care of a bylaw requirement, the the Board adjourned, and the convention continued.

Maybe.   In the run-up to the Annual Meeting was a notice of the intent to adopt bylaw amendments (presumably that is required by the current bylaws) sent around? And were any other rules followed, found in the current bylaws, that describe how bylaw amendments are to be presented?

Nope, unless such mail votes are authorized in the byaws  --  which seems quite unlikely

5 minutes ago, Atul Kapur said:

By the way, the motion you should have used was Reconsider.

I'm not so comfortable with that.   Once somebody has been accepted into membership (the outcome of the first vote), that motion cannot be "reconsidered" as a means of undoing the election to membership  --  page 444, line 25.  The only way to dismember someone is via disciplinary procedures.

Of course, if it turns out that the election to membership was itself improper (those "discrepancies") that changes things.  But at the time of admission to membership, the vote to do so was valid, and not subject to reconsideration.