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g40

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Everything posted by g40

  1. One (of many) great mysteries of organizations is the attraction to making a "past president" and/or "immediate past president" an automatic official of an organization. Despite (to me, at least) the obvious problems of doing so, it is done commonly.
  2. If this tie vote was on a motion, then the motion is defeated - the same result as if the vote was overwhelmingly opposed.
  3. I suppose what you might do is for the current President to resign or be removed from office and then he/she would immediately become the "Immediate Past President". Problem solved!!
  4. Unless you have some very unusual Bylaws, only Board members can present motions at a Board meeting.
  5. I would make an analogy of the difference between something "approved" and something "not disapproved". Say, for example, as a parent you might tell your teen daughter she can only date someone that you have "approved". That is probably a higher standard than telling her that can date anyone that you have not disapproved.
  6. It seems to me that if each member voted for three candidates, then it seems unlikely that only one candidate would achieve a majority of the votes cast.
  7. Are you sure that the statutory requirement is a majority of those present or a majority of those present and voting. The latter is the RONR requirement.
  8. It also seems to me you have a potential problem with a one year term for Immediate Past President. If the President resigns one day into his/her term, then he/she becomes the Immediate Past President. The previous Immediate Past President served in that office for one day.
  9. In a sense, they do not have to "agree". It is not in order to just disagree with the minutes. What is in order is offering corrections.
  10. 1. It is not clear how there continues to be a vacancy (or a Board one fewer than allowed). 2. "Regaining power" is not wrong if the bylaws are followed. 3. As stated, a key is whether there shall be or may be seven directors. I am a Board member and officer, for example, where the Board must be seven members and any vacancy is to be filled as soon as possible/practical.
  11. Those not in attendance can have very relevant input to corrections or amendments to minutes. If the non-attendee is listed as attending, that should be corrected/amended. Other issues might be incorrect names/titles or other such details.
  12. g40

    President

    I can see several situations where such a motion would be in order. For example, if it is the normal procedure that an armed guard is stationed in the Gazebo with orders to shoot to kill intruders, a motion to "do nothing" for a children's Easter egg roll might be in order.
  13. My interpretation of the original post is that no members are excluded from the meeting, but those who speak English only cannot participate because they do not understand the language.
  14. g40

    Ms.

    Seems to me that the motion to "do" something should have included authorization to "pay for" the something.
  15. I would wonder/ask how the professional work (if this applies) of a Treasurer/accountant/CPA and, if applicable, audit review of the prepared financial statements might be (in a way) undermined or compromised by such an "Addendum" (depending, of course on the contents of the "Addendum"). So, to take an extreme example, if the professionally prepared financial statements showed very unfavorable results, such as large losses, bad financial controls, fraud, embezzlements, etc, it (in my opinion) could be misleading (to say the least) for the Board to have an "Addendum" twisting these results as not being bad at all. If the Addendum, however, merely elaborates (correctly) on details consistent with the financial statements, then I do not see a problem. For example, if the financial statement shows balances in 2 or 3 categories of bank and investment accounts - an addendum might show how much (by name of institution) is in each individual account.
  16. Yes - information distributed well in advance of a meeting can streamline the meetings. Distributing the draft minutes that can be reviewed in advance can speed the approval of the minutes. Except for an occasional situation, it seems to me (especially with electronic means) that there would rarely be too little time to distribute a "board packet". This is where the scheduling of the meeting is important. If the meetings can be cut from 3-4 hours to 1-2, then you have more flexibility. If "confidentiality" of documents is an issue or stumbling block, there are many solutions. There are actually companies/services that (for a fee) provide board members with secure access to a "Board packet". Microsoft Office (Excel and WORD) have excellent password encryption capabilities and each Board member could be given (in person) the password(s) for accessing such documents. The full Adobe acrobat (must be purchased) has this capability as does WinZip. If your regular agenda has multiple "routine" matters to approve that, normally, do not have a lot of debate, then consider a "Consent Calendar" where these items are all "approved" in one motion. Minutes might be in this, if draft is distributed ahead of time and the minutes are well done. Any Board member can request removal of any item and then it would be dealt with like any motion. The "who" that handles much of the board agenda varies a lot, depending on the nature of the organization. While, it seems, the "president" (I assume he/she chairs board meeting) of your organization, along with the Secretary drive the agenda, that may not have to be the case. Do others have an active role? In my case, as the Treasurer of my organization and Board member, I prepare almost all reports and drive or initiate a majority of the Board actions. That is why I am the one preparing the monthly Board packet.
  17. If this situation continues, I suggest making a motion directing the appropriate officers and/or officials to prepare and distribute the desired information in advance of each meeting and set the number of days before each meeting that it should be distributed. I serve on a Board and in my position as an officer, I almost always prepare and distribute a "board packet". My gripe is that several Board members do not read what I send. I fail to see the justification for such delayed information. There might be some occasional situations where there is a last minute and critical issue, but they should be rare. The other, possible, issue might be when these meetings are scheduled. Are the meetings held such that this schedule causes the problem?
  18. Was there some reason the Nomination and election were for a term of one year? One possibility might be that elsewhere in the Bylaws there might be provision for unexpired terms. [I am a Board member of such an organization]. If such a provision exists and there is one year remaining on a vacancy with an unexpired term of one year, the described situation would or could be fine.
  19. It will be up to the organization to interpret its own Bylaws, but one alternative that might be considered is that a "Nominating Committee" may very well be able to place requirements on endorsed nominee(s) that are more stringent than the Bylaws'.
  20. Although we cannot know what was their intent and comprehension, I believe that some or many organizations that provide for "a majority of those present" really meant "a majority of those present and voting". It is my opinion that, in almost all cases, the RONR definition for a motion passing is best. As others have pointed out, it may be best for organizations to remove such language from governing documents and rely on RONR.
  21. One, very common in my experience, "pitfall" in the process of approving the minutes is (wrongly) allowing members to disagree with the draft (without properly offering a "correction"). Things, then, can get really out of hand. The Chair should only allow proposed specifically worded "corrections".
  22. My opinion is that this may make the most sense for a Board meeting, where there are (or may be) less formality required.
  23. Be very careful in such changes. Just one, possible, example: If you require an affirmative vote of a majority of a 13 member Board and the requirement is of positions and not actual members, then vacancies on the Board could prevent any motion from passing - until vacancies were filled. Even requiring a majority of members to vote affirmatively could be a problem if there are commonly absences from meetings. Perhaps it might be more productive to determine why there are so many abstentions. Perhaps there is (and has been) inadequate education or learning about the matter from members. Perhaps the members are not taking the issues seriously. Or something else?
  24. Depending on the details, perhaps a better approach might be: 1. Provide an "official" address for member communication to "The Board" 2. Provide that if/when Board members receive communications to "The Board" that they suggest that the member send such communication to the address of #1 as well as forwarding it to "The Board"
  25. Perhaps it may depend on the exact nature of the decisions and actions. Some "decisions and actions" may not require a Board or Executive committee formal decision.
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