Jayadev

I wonder when a meeting conducted and  all the 20 board members are on the  phone how does chair recognize a member and gives  the floor?

Thanks in advance

Again Thanks a lot for a detailed answer.

Jay

 Thanks  for your response . No motion  was made. Unanimous consent only.

 Our not for profit organization's  secretary while recording minutes stated " It is agreed to appoint a committee to improve the Kitchen sales " There is no mention of any motion or taking vote on that matter. Is it okay to write minutes like that? Thanks in advance for your help.

Thanks  Atul.

We have 16 trustees in our not for profit organization. We have constitution and bylaws to govern our organization. 16 trustees are elected by the  members of the organization.  One of the articles of constitution clearly says "The affairs of the corporation shall be managed by its Board of Trustees". The board  trustees each year elect an Executive committee which consist of  a president, vice president, Secretary , joint secretary , Treasurer and a joint treasurer. In the beginning of the year the President with approval of the Board of Trustees appoint various committee chairs.  All Chairpersons shall submit monthly reports and written quarterly reports to the Board through the President. Committees will maintain minutes of their meetings and submit the same to the Board through the President.

Our board meets once in a month. Committee chairs are supposed to submit their reports to the board through the president. Meanwhile Our Executive committee started a new monthly meeting under the title EC -CC meeting (Executive committee - Committee Chairs) before the board meeting.  Executive committee  meet Committee chairs and after that meeting the committee chairs are no more  attending the board meetings. Executive committee is receiving their reports or requisitions and updates to the board only if they feel necessary. These EC -CC meetings cut the relationship between the chairs and trustees.

My question is whether    is it not  amount to depriving the board 's opportunity to hear from the chairs directly , contra to the article "The affairs of the corporation shall be managed by its Board of Trustees"  the Executive committee is managing the affairs of the corporation?

Please comment. Thanks in advance.

Jay

I  pasted here some of the excerptions   from our Constitution and Bylaws:

ARTICLE IV BOARD OF TRUSTEES.

Section 1: General Powers: The affairs of the corporation shall be managed by its Board of Trustees.

ARTICLE V OFFICERS

Executive Committee: The Executive Committee shall consist of officers of the corporation as described in article V, sections 1 through 8. The committee shall provide a collective platform for communication, deliberation, and execution of responsibilities as assigned to the officers or any other matter assigned by the Board of Trustees from time to time. The President shall serve as Chairperson of the Committee.

ARTICLE VI COMMITTEES

The President with approval of the Board of Trustees may form appropriate committees to facilitate functioning of the corporation. This excludes the Executive Committee and the Nominating Committee which have automatic structure as outlined under Article V, Sections 9 and 10. The committees shall implement the proposals approved by the Board of Trustees. The Chairman of each committee shall report directly to the President of the corporation.

BYLAW 3:  GENERAL RESPONSIBILITIES OF EACH COMMITTEE

1. All Chairpersons of the various committees shall submit their respective budgets to the Board through the President at least three months prior to the annual meeting of the corporation held in December each year.

2. All committees are required to maintain accurate records of their income and expenses and submit a written report every month to the Board through the President.

    

3. All Chairpersons shall submit monthly reports and written quarterly reports to the Board through the President. Committees will maintain minutes of their meetings and submit the same to the Board through the President. The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year, following the election.

                     The committee functions can be modified by the Board of Trustees, as needed.

Hello,

Our bylaws specifically says President can not vote in the board meetings. President also acts as chairperson of Executive committee which consists officers vice president, Secretary, Joint Secretary, Treasurer, and joint treasurer.  Our bylaws does not sy anything about president right to vote when he/she presides over the Executive committee meetings. My question is when he/she is presiding over the executive committee meetings can  vote?

Thanks in advance.

Jay

 Ours is a  not for profit organization. We have two categories of membership.  We want to introduce a renewal fee for our membership. How do we do ? A simple resolution of Board is okay or do need to amend the bylaws with approval of the General body. Please suggest.

Thanks in advance

 My sincere thanks to Josh Martin    and  Daniel H. Honemann  for your valuable answers

Jay  

In our not for profit organization we have the following rule: " The President‐elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year." The new committee chairs take charge  from Jan 1 of the following year. We are total 16 trustees in the board. I wonder if we want to remove one of the chairs from the respective committee what is the procedure and how many votes we need. Thanks in advance

Jay

On 5/3/2019 at 10:46 AM, Chris Harrison said:

I suspect Jay is referring to any applicable laws governing the organization's non-profit status.

Yes I am under the impression  any motion or resolution contra to the existing bylaws is null and void. In this case  I wonder board can rescind its own resolution rather General body right?

1 hour ago, Chris Harrison said:

Though that could be  problematic depending on when the next General Body meeting is.  If the  Board is proceeding with the building project there may be a point when fully putting the brakes on everything may become (much) more complicated than the General Body just saying "We don't approve of this."  Is there a mechanism for the General Body to call a Special Meeting to deal with this sooner than later? 

 Board can call for a special General Body  with a majority vote. We have two categories of  members Regular and Patron based on how much they paid. To call for a  special General Body we have to collect 10% signature of members in both categories separately.  It is a lengthy process.

I wonder can't we apply the rule that any resolution in contra to bylaws or state laws are  void by itself and no need to rescind or change the motion?

Thank to everyone for your valuable input

Jay

I 

5 minutes ago, Guest Zev said:

An approval from General Body satisfying HTGC Constitution.

I was in the meeting and  voted against the resolution. The above sentence has no meaning. But I checked the  minutes there is no omission of any words. If the building committee chair starts  collecting donations  and the General body does not approve what is the soluiton ?  if the resolution is only a recommendation to the General body they did not present it in the general body. In the general body president said they authorised the chair to raise the funds.

We have the following rule in our not for profit religious organization’s constitution and bylaws

“All new capital projects with a projected total completion cost (not just projected costs of a given phase of the project) of $250,000 and above shall be approved by the General Body. The capital project(s) shall not be sub‐grouped into compartments of less than $250,000/‐ merely to circumvent the approval of the General Body. All Capital Projects with projected total completion costs of less than $250,000/‐ shall be included in the annual budget”.

Bur in the month of July 2018 our board of trustees in their monthly meeting passed the following resolution

“to approve the proposed Vidyalaya Building project at a cost of 5 Million dollars with condition that entire amount to be raised prior to start of the project. An approval from General Body satisfying HTGC Constitution.”

The above resolution is in contra to our bylaws, the board has no authority to approve any projects which costs more than $ 250,000.00. Only General body can approve such projects. When I brought this to our president’s notice in our semi-annual General body meeting, he stated the resolution stands as it is and they do not rescind the board’s resolution.

 Please advise us how to proceed to correct this issue.

Thanks in advance.

Jay

Thanks Josh Martin.

My friend raised a doubt. If total membership of board which is 16 present, and no notice was served how many votes we need? Is it 9 which is simple majority of total membership or 11 which is two thirds of present.

Thanks

Thanks again

Jay

Thanks. Now I got the complete picture as our clause says" or until " the "formal disciplinary proceedings" does not apply. 

Thanks to everyone

Jay

Thanks Gary. I want to make sure then we do not need the following procedure. Please also confirm as soon as we pass the  resolution the present president will be ceased to continue as president. 

 Some of the lines from http://www.robertsrules.com/faq.html#20 

" then the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges, and the conduct of a formal trial. The procedure is complex and should be undertaken only after a careful review of Chapter XX of RONR."

Our not for profit organization  consists 16 Board of directors. Each year we elect 6 Officers and the exact wording to elect officers is ." Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected."  as per our bylaws the simple majority is enough to elect the officers. We elected all the officers with one resolution in the beginning of the year. Now we want to remove only president. We have majority votes to remove.  Is it enough once we pass the resolution to change to rescind  the previously passed resolution ? 

Thanks in advance

Jay

Thanks for your response

Hello,

I wonder is there any waiting  period to rescind a motion which was passed in a monthly board meeting also what details in the  notice shall  give to the members about rescind ?

Thanks in advance

Jay

Thanks

This is exact language of the bylaw

ARTICLE IV BOARD OF TRUSTEES.

Section 1: General Powers: The affairs of the corporation shall be managed by its Board of Trustees.

Section 2:

2(a): Number and Tenure: The number of trustees shall be sixteen (16), all of whom shall be members with voting rights of the corporation. The trustees shall be elected by the members at the annual meeting of the members. The patron members, as defined in Article III, shall have the right to elect ten (10) members of the Board of Trustees and the regular members, as defined in Article III, shall have the right to elect the remaining six (6) members of the Board of Trustees. Each trustee shall be elected to serve for a term of four (4) years, and until a successor trustee is duly qualified and elected, and four (4) trustees shall be elected each year

2(b): Qualifications and term limits:

i. The candidate shall be a HTGC member in good standing for two calendar years and shall have served as a member of any HTGC committee for at least one calendar year within the last ten years from the date of filing the nomination, or has ever served as a trustee on the HTGC Board, subject to the term limits for trustees.

ii. Life time term limits are three terms in any combination.

iii. Any member can serve as a trustee for two consecutive/successive terms whether any of the terms is full term of four years or partial, due to resignation. However, a member "appointed by the board of trustees to fill a vacancy" shall be eligible to serve two consecutive/successive terms as a trustee in addition to the period he/she has served as a trustee "appointed by the board to fill a vacancy".

iv. Once a member has served as a trustee, he/she shall not be eligible for appointment by the board to fill vacancy.

v. If a member has served two consecutive/successive terms, he/she shall be eligible to file nomination only after a gap of two years, for the last and final third term, in lifetime.

vi. Annual member shall not be eligible to contest for trustee position.