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  1. Mr. Lages, thank you for your further thoughts. I have just reviewed pp. 487-488; we already do observe most of these small board procedures, but not all of them. Our next board meeting is 4/19 and I think it would be a great idea to give a copy of this section of RONR to each board member, as I am SURE not all know these details. I will also purchase a copy of RONR in Brief for our new president, per Edgar's suggestion. Perhaps the discomfort some of us feel re: full participation of the president/chair under small board relaxed rules has been colored by the attitude of former presidents who strictly held themselves to the more formal standard of impartiality as a matter of personal principle. I do remember being frustrated that I had no idea what their personal views were on matters under discussion, and felt that their input would have been valuable as I was aware they had experience in these areas. So, you have helped me to see that we may be in a not-so-bad place after all! -- M
  2. Edgar, your question re: whether this person is both president of the organization AND chair of the Board has also come up privately recently. Our bylaws state "All corporate powers and business affairs shall be exercised and controlled by the BoD" ... and that the president is an officer of the Board and shall preside at all board meetings...and...also...at the annual membership meeting..." (a meeting which non-Board members rarely ever attend, although all organization members may come to cast their vote to elect candidates to fill current open Director positions). General members do NOT elect the officers, only the Board members do. So, it is certainly clear that the president acts as chair of the Board, at least. Is it also clear that this person is also president of the "organization"? -- Marjorie
  3. Gentlemen, thank you for these replies. Edgar, you have an interesting idea. I would hope that she would want to try to understand all this better and attack Chapter 15, as you suggest, although English is her third language (after French and Spanish), and I am just figuring out that things like this may be more challenging for her than I had realized. But we can try. Mr. Lages, yes, as I stated, our Board presently has 11 members (max. is 12). And yes, I have read up a bit on relinquishing the chair to be able to debate, the circumstances under which chair can vote, etc. So, you say if the chair wishes to make a motion, she should ALSO relinquish in order to do that (at least, under "formal procedures for larger groups")? Perhaps discomfort is due to some board members wanting a more formal procedure routine, and others not wanting to bother with that (small board relaxed rules?). I actually think it's about half and half. It just feels like things are flying apart and, as we are an all-volunteer organization it is causing frequent conversations weekly to straighten out confusion, taking up a lot of time better used to raise revenue ! That's what we get for not observing p. 449, lines 7-12. Gratefully, Marjorie
  4. Can President make motions? We have a new President who is totally unfamiliar not only with RONR but also our organizational structure in general (she was the only person who wanted to run for this office)and she has no understanding of the RONR suggested, if not required, impartiality of the chair (p.394) while running meetings (which would seem to prohibit the chair/Pres from making a motion). However, pp.43 and 488n state that in a small (12 or less, which we are) board, he/she may. I have not yet challenged this as I am unclear on the rules because of this seeming contradiction, yet am concerned that she is exerting improper promotion of her views on the proceedings.
  5. Yes, Trina, you are correct. Thankfully, our accountant has told us of this distinction, that mileage reimbursement is an expense reimbursement, not "paying" that person. But this is apparently the first time the organization has considered doing even this, and the board member's resistance is very high and longstanding. I should have been more clear when I used the word "pay". Thank you for giving me an additional person's agreement re: there is a difference !
  6. Thank you Trina, Rev. Ed, and Josh for your helpful comments. Josh,unfortunately, the lawyer son was the person who said the IRS has a law about requiring proof of financial hardship (such as bank statements, etc.), which our accountant has refuted -- in addition to at least being interpreted by his mother as saying that anyone who is to benefit from the policy may not serve on the committee developing the policy -- and you all say RONR definitely does NOT prohibit that but addresses only the voting aspect. So ... I don't have a lot of confidence in this lawyer's opinions. His mother has always been against paying anyone anything as she wants to keep the organization all-volunteer, so maybe she is interpreting what she thinks he is saying for her own purposes -- as the President and I have not spoken directly with this lawyer but hear his views only secondhand from his mother. I'll try to find another lawyer.
  7. I am a Board member of a nonprofit who will stand to benefit for mileage reimbursement under a new policy to be considered for approval at a Board meeting, as there is no existing policy or section of the bylaws regarding this at present. Several months ago the President asked for volunteers to be on the committee to draw up the policy and I thought I had been acknowledged to be a member. Now I find that he and another Director have drawn up a proposed policy and regard it as a "fait accompli", ready for Board consideration. When I took a look at their paper which was to be discussed at a recent Board meeting, some items did not seem right to me so I asked that the discussion be tabled till a future meeting, which was done. Then I consulted our accountant regarding a statement on this paper that the IRS had a rule about a particular point; she replied that the IRS had no such rule. I have since discussed with the President this and several other points that I feel this policy should include which will make it thorough, fair, legal, and better able to stand the test of time. I have told him I would say the same things and take the same interest even if I were not benefitting. The President says the other Director's son, who is a lawyer, has told her that "he recommended, for legal purposes, that those who are on the receiving end do not set the policy." I do not see that the committee who draws up the proposed policy is "setting" the policy -- only the Board can do that. As a Director, I am chagrined that there is such fear of conflict of interest that a proposal is made which has illegal flaws of its own, and the input of this colleague who is obviously more thorough than the "committee" is will not be considered -- at least not until I bring up my concerns at the Board meeting. Where does relevant input end and conflict of interest begin? Your thoughts will be greatly appreciated. Marjorie R
  8. I see that FAQ #1 states the President can vote in other circumstances than to break a tie if the vote is by ballot, not verbal. Is voting by ballot allowed for only certain purposes (as in, perhaps, elections), or can the motion maker (or someone else) request that the vote on a particular motion by taken by ballot rather than verbally? How and when is that request made? Your advice is eagerly awaited and greatly appreciated.
  9. If a duly elected Board Member also happens to be the duly appointed Executive Director (to whom the Bylaws grant the privileges in Board meetings only to speak and make motions, not to second motions or vote), which set of privileges prevails - full member privileges, or restricted privileges of an ED?
  10. Gentlemen, I so appreciate your comments! To answer Gerry & others, I have just read through our By-Laws and find: 1) There is no statement that the Pres. may vote only if there's a tie. 2) Robert's Rules of Order shall be the authority for rules of order. 3) Removal and Resignation: Any officer of the Board, the Exec. Dir., ... may be removed, with just cause, by majority vote of the Board. 4) Exec. Director: Whenever a vacancy occurs ... the board shall choose [someone to] be selected as Exec. Dir. One wrinkle to this matter which may or may not be important for you to know is that I was "Acting" ED, as was the person before me (who is the person who insisted on action that night). This custom had been in place, I was told, because ED (per our By-Laws) cannot vote at Board meetings, and she wanted to be able to vote (as did I). I cannot think of any reason why she also would not now again be only "Acting" ED, as I'm sure she still wants voting power. Does this "Acting" designation have any effect re: By-Law rules as I have outlined above? As you say, David, it's hard to believe a Board member isn't aware of a sitting ED, but if one person isn't clear on this, there may be one more. I do believe that all 4 voted, but I am concerned about the general awareness level! Also, it appears that I was not formally "removed" from the position, so, as David asks, how can you fill a vacancy which doesn't exist? Under RONR, can you "assume" a rescission or dis-appointment in the manner events occurred that night, or do you have to have a specific "removal" motion first, before you can then fill the newly created vacancy?
  11. The person who insisted on action was not the same person who made the motion. There were 5 people at the meeting. The Pres. could not vote because there was not a tie. I do not know the content/degree of thoroughness of the discussion. If there was even one other person who did not fully comprehend the situation... You raise a concern that certainly has been on my mind.
  12. Well, Larry, perhaps that might answer part of the question, but what can be done about the motion maker not understanding all the facts, saying he would not have made that motion or supported a motion by anyone else if he had understood them? Is this a case where a recision can be requested?
  13. I, a Board member, notified our President a day or so ahead of Board meeting that I would be unable to attend due to personal situation. He customarily emails a Proposed Agenda to all Board members a day or more before each meeting, but did not send me one for this meeting. I found out days later than an item to discuss me was on the typed agenda presented to attendees at the beginning of the meeting, and a vote was taken which effectively removed me as Exec. Director and appointed someone else. Apparently, the President suggested at the meeting that the matter be tabled to a future meeting when I would be present, but the person who had requested the item be on the agenda insisted it be discussed that night. I was also informed days later by the person who made the motion that he was unaware I was the sitting Exec. Dir. (he thought there was NO current Ex. Dir.), so actually made a motion to remove me and appoint another person, when he believed he was merely motioning to fill a void. Would this be a situation ripe for me to lodge a formal appeal at the next meeting, as it seems there was a lack of clarity in many ways here?
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