Rev Ed

And while I do not normally agree with it, sometimes this is why organizations will allow for a plurality vote or to drop the lowest candidate before the next round of balloting. For one active organization, I did suggest ranked ballots for elections where there were more than two candidates per position. It might not have been ideal, but it resulted in a majority vote, and did not take all night. It was easier passing the By-law amendments, than holding an election in this organization.

From the sounds of what the original poster has stated, this is a unique membership category (one that has its own Committee). As such, it would be up to the organization to interrupt its own By-laws. However, if I were a member of this organization, I would argue to remove the class of membership and its own Committee. Or I would suggest that the Committee removed from the By-laws, but add a Board member position specifically to represent the class of membership (I have seen this in other organizations where some classes do not have 'full' membership - they are allowed to elect one person to the Board as a representative.)

The Chairman should refrain from doing so while chairing the meeting. However, the Chairman could always hand over the chairing of the meeting to the Vice Chairman in order to make a nomination (or better yet, ask another member to nominate the person.)

Some more information would be helpful here. For example, was the President's term of office up for election at the Annual General Meeting (AGM)? If yes, then someone should have been nominated, or volunteered. If not, then you have an incomplete election and only those allowed to vote at the AGM can vote at another meeting in order to complete the election. Did the Office of President become vacant due to resignation, death, or removal from office? If so, the Vice President (if there is one) becomes President automatically. If there is no Vice President, then the Office of President becomes filled through an appointment by the general membership unless the By-laws specifically allow the Executive Board to fill a vacancy.

Yes.

Unless the By-laws specifically state otherwise, yes. And in some cases it might be a good idea. For example, the Treasurer might make a good idea to be Chairman of the Finance Committee, or the Secretary heading up the Communications/Newsletter Committee.

Or move the Principal's Report to the end of the meeting. Then once the report is given (and any business arising out of it taken care of), you can formally adjourn the meeting and the Principal can stay behind with any owners who are interested in having an informal discussion. But at least you know that any business required has been taken care of.

Unless the By-laws specifically states something to the effect of "No individual shall be elected to two separate positions" then the person could be elected to the second position and continue to hold both positions. Even if the state this, nothing would prevent the person from being elected to the second position and then resigning from the first position unless the By-laws specifically state something like this: "No current member of the Board shall be elected to another position on the Board unless they have completed the term of their original position." However, as you have different terms for different members of the Board, this second requirement would allow members to be elected as directors, but would limit their rights to run for other positions.

I'll second that response. Just make sure the By-laws back that up.

I think I might be able to help here - at least a bit (Dan is correct, the best advise would be from a lawyer on this issue), but I do believe that "The Board" and "The School Board" are the same thing here. I know in Ontario, the Ministry of Education makes most of the decisions regarding education and it's essentially up to each school board to decide how to implement those decisions, within specific frameworks. Here is some information that may be of help to you: http://cge.ontarioschooltrustees.org/en/the-role-of-school-board-trustees.html

Yes, that's what I am trying to get at. But I do think it's better to simply state that "x directors shall be elected at each Annual Meeting" and leave it at that. The "minimum of x directors" raises too many problems. For one, what if a majority of members don't like one or more nominated directors (as in this case) and what stops a minority - even one member - from nominating everyone he/she wants to be directors? Nothing. Better to have a specific number or have the yes/no option. The yes/no option is not ideal, but at least it forces the directors to be approved by the members.

I'd rather suggest that the By-laws be amended to allow for a "between 5 and x number of directors be elected each year." That way, whatever x is (be it 7, 8, 9, 10, etc. does not matter), it means that no more than that number can be elected. I'd like to make another suggestion, and I'd love to corrected as to why this will not work, would be to put something into the By-laws requiring a ballot vote (although it could still create an issue as the current By-laws allow for 5 or more directors, the first five must receive a majority vote to be elected, but how do you stop the others from being elected as well), but the By-laws could also call for "Should more than 5 candidates be nominated, the owners (members) must hold a ballot vote to determine if a majority of members wish the specific candidate elected." Someone will likely correct me, or at least suggest better wording.

Okay people, let me jump in here. Do the By-laws actually call for for a combined position of Secretary-Treasurer, or has the society simply been combining the positions by electing the same person to both positions? The President may simply be wanting to follow the By-laws and have separate people in both positions. Some organizations can get lazy and as one person has 'always' been elected to both positions the it is easier to have one election to elect the Secretary-Treasurer instead of two elections, one for each position. In other words, when the elections are held, nominations are asked for the position of 'Secretary-Treasurer' and not for nominations to the positions of Secretary and Treasurer.

Actually, no member at all has the power to spend any money, even a penny, unless authorized by the organization's own Constitution, By-laws, and/or Rules, or if authorized by the general membership or the Board (depending on the situation.) Many organizations will reimburse the individual in order to make things look better, but they do not have to do so.

And, if the Committee makes a report in writing that is presented at the meeting, the Board is free to indicated that the Report has been filed. For example, "Mr. Smith, Chair of the House Committee, reported on the Committee's work. The report was filed with the Secretary."

I concur. Check with the other Committee members if there is doubt as to which is the majority report and then place that report before the members at the October meeting. The member who filled the minority report can always follow RONR in order to have their report used instead.

You could allow for proxies. You could adopt a new By-law specifically allowing for proxies for the determination of quorum and the election of Board members only. Or for quorum and any issue, or whatever the organization desires.

Better to explain the ramifications of passing the motion before it is adopted. Members may not approve the motion if they know what will occur once it is approved.

Usually a small group that live close enough that they can meet on a regular basis. But the actually composition is up to the organization to decide. But I would start with the Officers (President, Vice President(s), Secretary, Treasurer, etc.) and perhaps the Chairmen of important committees and/or a small number of directors.

Yes, thanks for that. It is was my intent to say that the majority of the entire Board must be in agreement. If there are 10 members on the Board then 6 must approve. Yes, I agree with the potential for abuse when the person in question is involved in any decision made. But it it ultimately up to the organization to decide things.

I guess I don't see it that way - to me "majority vote of the entire Board" means that if there are 10 directors, 6 must agree. But, I will agree it could be written differently. But I don't see how there's an issue with telling a director what a conflict of interest is. If they do not declare the conflict and excuse themselves, then they are off the Board. That's not an 'abuse' that's common sense. If the person works for company A and that company may get a contract (i.e. they put in a bid) then the director needs to state "I work for company A and am excusing myself from dealing with this issue" and then leave. If the director does not do this then they are in breach of the By-law. Two options to prevent any chance of 'abuse' would be to either let the general membership make the decision or to let an independent 'arms length' committee to hear the accusation and make a decision. There are cases where the Board could use something to remove a director, such as an Ethics By-law, but I see a Conflict of Interest By-law to be more clear cut. Either the person is wrong or they are innocent.

Yes, that could be taken out. At the same time, a By-law stating that a member cannot be involved in a motion/resolution where they have a conflict of interest is not hard to do. Basically, when you are in a situation where you have a direct or indirect interest in the transaction could require you to step aside or should if it's a requirement found in the By-laws. That's basically what I was getting at. It's not hard to do a "Step aside or out are out" statement in the By-laws. In some situations, I agree that the 'interest' may actually be a benefit to the organization, but there are a lot of cases where it can, at least on the surface, be a situation where the member may not (intentionally or unintentionally) make a decision that is not in the best interest of the organization. Here's my point: If the organization uses Bank A and I work for Bank B. If the organization is looking at changing banks, I have an indirect interest in the transaction as it benefits my employer (Bank 'B') if the organization moves to Bank B. So, if I vote in favour of moving to Bank B because I think it is in the best interests of the organization, or because I want my employer to have another customer? While it may not seem like one more customer will make a difference to a bank, but it could - and it doesn't have to be a bank, what about a roofer or landscaper or any other organization. Another customer could make a difference to a company.

Two points here: 1) This would be in a By-law - that over rules anything found in RONR. 2) Okay, it could state "a majority vote of the entire Board, not including the member in question." How is that?

It's not tricky at all. You just place the following statement into the By-laws: "No member of the Board will participate in, or vote on, any issue before the Board where he or she has a direct or indirect conflict of interest. If in a conflict of interest , the member should announce the conflict each time the conflict comes before the Board and shall excuse himself or herself until after the matter is dealt with at that meeting. A direct or indirect conflict, for the purposes of this By-law includes, but is not limited to, the following: operating a business that will receive a contract from the organization; working for a business that will receive a contract from the organization; having a close relative (i.e. spouse, child, grandchild, brother, sister, parent, uncle, aunt) who works for, or operates, a business that will receive a contract from the organization; has a friend that works for, or operates, a business that will receive a contract from the organization; or any other situation that might place the member in a situation where their loyalty to the organization may be questioned due to a connection with another person or organization. Should a member be found to have been in a conflict of interest and has not adhered to this By-law, the member may be removed from office by a majority vote of the entire Board."

True.