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Bruce Lages

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  1. I think this situation is somewhat different than what reelsman describes above. I take it that the board has referred an item to one of its (apparently standing) committees, but before the committee could report back to the board, the board chairman (not the committee chairman) has put it on the board's agenda for a vote. Certainly the board has the authority to take over consideration of an item from one of its committees, but the procedure for doing that would be for the board to adopt a motion to discharge the committee from considering the matter (RONR, p.310). That motion requires a second, and a 2/3 vote, a vote of a majority of the entire membership, or a majority vote if previous notice is given. However, nothing in RONR gives the board chair the right to do this on his own; it is the board itself that must agree to discharge the committee. Of course, since this appears to be a local legislative body, there may be rules and procedures involved that supersede those of RONR.
  2. Yes, the members can do what you want, but they will need to be present at the already-scheduled annual meeting in order to do it. At that meeting a member would move to fix the time to which to adjourn (RONR, p.242) to establish a date and time for an adjourned meeting. This requires a second and a majority vote. If you can do that, you can then move to adjourn (RONR, p.233), which will also require a second a a majority vote if any business (such as the election) still remains to be dealt with. Adopting the motion to adjourn will immediately end the meeting, and all business that was to be taken up will come up again at the adjourned meeting.
  3. I haven't seen anywhere in this thread so far where we've been told what the specific procedures are for amending the bylaws. If they were cited somewhere, I'd appreciate someone pointing that out. If those procedures (or applicable law) do not grant the board the authority to amend the bylaws, then I'd say the board absolutely can not remove articles and/or sections from the bylaws and move contents elsewhere. That appears to involve more than just re-numbering sections.
  4. As a member of a yacht club, I can feel for your situation and am sorry that you sustained this injury while helping maintain or improve your club's facilities. Unfortunately, it seems unlikely that anyone here can provide direct help with your situation. Whether the club has any liability for your injury, and whether the actions taken by the club constitute a contractual relationship between you and them are legal questions which should be directed to a lawyer. I realize it is never a good option to consider legal action with an organization which you are a voluntary member of, but that may be the only way to resolve your situation. I will say that an organization does have the right to vote to rescind an action previously taken, at least to rescind any action that has not already been carried out. Rescinding requires a majority vote if previous notice was given, otherwise a 2/3 vote, or a vote of a majority of the entire membership. It sounds like in your case no notice was given so a 2/3 vote would have been required. Rescinding a contract, when both parties have already been notified is problematic, and may well involve legal issues. That may or may not be your situation, but you will have to seek legal help to resolve that. Good luck to you.
  5. I agree, but would also add that Dave K's membership distinctions, if they are an accurate reflection of the actual bylaw language, seem to create other considerations. Under RONR, there are only members and non-members, with members having all the rights of membership and non-members having none. If certain members in this organization are only restricted from voting and holding office, then it could be argued that these non-voting members still retain the right to attend meetings, make motions, and participate in debate. Notice should be sent to these members as well - in other words to all members.
  6. According to RONR, p.17, l.28-31, there are only two ways to adopt special rules of order: 1) a 2/3 vote with previous notice, or 2) a vote of a majority of the entire membership. The methods Mr. Novosielski has given above are those for amending something previously adopted.
  7. Agreeing with the above comments, a point of order that a meeting is invalid should be made as soon as possible after the meeting is called to order. It sounds like this was done in this situation. But a meeting can only be declared invalid by a ruling of the chair, or, if needed, a decision that it is invalid by a majority vote of the members present. The argument that a vote on an appeal from the ruling of the chair cannot be made is indirectly refuted by RONR in the discussion on inquorate meetings: "Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remain without a quorum." (RONR, p. 347, l.32 - p.348, l.2). Point of Order and Appeal are both incidental motions. It seems to me that this same reasoning would apply to a meeting being declared invalid for inadequate notice.
  8. Is this requirement the appointed VP can't satisfy related specifically to the election process or to holding the office? That would appear to be an important distinction, because the bylaw statement you quoted (I'm assuming it's an exact quote) does not contain any language that would allow the Executive Board to bypass any requirements for holding office in choosing someone to fill a vacancy.
  9. It's not rescinding, but the request can be withdrawn before any action is taken on it.
  10. Me too. Calling Dr. Stackpole.
  11. I'm a little confused by Guest Karol's term limits situation. Does the organization define term limits for board positions independently of the term limits for other offices board members may hold? In the more common scenario, the president would hold a board position because he holds the office of president, and would continue on the board for as long as he remains president. The term limits would be for the office of president. In this organization, could the president cease to be a board member while still being president? Also, Guest Karol states: "The Board is more likely to eliminate the IPP as an official role on the Board moving forward..." which indicates that the IPP is automatically made a board member. The described term limit structure would seem to set up an impossible situation: the president upon leaving office automatically becomes the IPP and thus automatically becomes a board member by virtue of being the IPP; but because the president 'termed-out' of the board while president, he cannot fill the IPP board position. It seems as if for the board position, this person is subject to board member term limits while president, but to IPP term limits as IPP. It might be helpful to know exactly how this organization defines its term limits - for board positions and/or for officer positions.
  12. I think that depends on how many more than 12 members your board has. RONR stipulates that small board rules can be applied when "boards are usually to be understood as consisting of not more than about a dozen persons." (p. 9, l.35 - p. 10, l.1). If your board has a few more than 12, the small board rules may work fine, whereas if you have many more members they probably won't work well. The 12 members figure should not be seen as an absolute limit.
  13. RONR does not recognize any form of a 'progression plan' such as you describe. Therefore it will not be possible to give a solution to your problem based on RONR. If you're certain that your bylaws do not provide for this type of situation, about all I can think of is that when the term of office of the 'moved-up' officers begins, you can then declare a vacancy in the office of president, and fill that position according to your vacancy-filling procedure as outlined in your bylaws. Normally, according to RONR, a vacancy in the office of president would be filled automatically by the vice president becoming president. In your case that would mean that the secretary/treasurer who progresses to vice president would then step up again and become president as soon as the new terms of office begin. However, I'm not sure that would accord with the wording of your bylaws regarding vacancies ("Vacancies in any position...[my emphasis]). As an aside, I'm surprised that you have never encountered this situation before - it seems like you're subjecting your officers to a rather lengthy commitment to serve.
  14. Yes, in some circumstances. If the assembly has dealt with all items of business on its agenda, and after a call for any other new business by the chair none is forthcoming, the chair can declare the meeting adjourned.
  15. I think also that if such a motion is adopted, the chair should still follow RONR's prescription to relinquish the chair until the pending matter is resolved.
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