Rev Ed

The one question I have is whether or not the proxy was completed in time for the start of the meeting? If not, an argument could be made that the proxy would not count. Then again, as the By-laws of the organization provide for proxy voting, then the specific By-law(s) should be amended to specifically deal with this type of situation. For example, the By-law could be amended to add a statement such as: "The entire proxy must be filled out to be valid." The proxy document could include a box to tick off (or initial) if a member wants to abstain from voting on a particular issue.

My comments are as follows: 1) The By-laws, including the By-law on amending the By-laws themselves, ultimately must be interrupted by the organization, not the members of this forum. We can provide feedback on how we may interrupt something, but if we are not also members of the organization it really does not matter what we think. 2) If the By-laws require at least 30 days notice, then in my opinion 29 days notice does not meet the requirement in my humble opinion. 29 days is less than 30 days the last time I checked.

Wouldn't that depend on whether or not the member's vote would have affected the vote. For example, if the motion passed by two votes, then one member being unable to either attend the meeting or to vote at the meeting would not have affected the outcome of the motion.

Also, a majority vote is also what is required to elect an officer. So, after a trial (with the accused officer providing a defense), a majority vote is sufficient according to RONR.

You can just have a blank line for each position, or you can list each nominee for each position (pre-printed) plus a blank line for each position allowing for a member to check off a nominee's name, or write in the name of someone nominated from the floor (or a true 'write-in' vote.) Either option works.

Under the circumstances mentioned in the original post, here is what I have to say: As the two members were still dealing with the emergency that caused the recess, the better option would have been to wait until their return to continue the meeting. An argument can be made that the other members deliberately infringed on the two members' rights to participate in the meeting. Both members have the right to enter into debate on every single motion for which RONR (and/or the By-laws) allow debate on. And those members have the right to vote. Both rights were denied to those two members as the other members knew they were still tied up with the emergency and chose not to wait for their return.

I do not think we are going to be much help in this situation. Essentially, the petitioners are not asking for one director to be removed, but all of them. There is really no difference from a technical point of view as far as RONR is concerned. One member or multiple members would not matter. However, it appears the organization has very specific rules, one of them being that the Board is involved in deciding if its own members should be removed. It might be best for you to read Chapter XX of RONR (the current edition is the 11th Edition), specifically the pages referenced by Daniel H. Honemann. Then suggest to the organization that it amends the By-laws to allow this section of RONR to be the section that deals with removing directors from office. As for the election occurring in December - perhaps the petitioners have found information that suggests the decisions made at that meeting are no longer relevant.

But it is still better to simply remove the option/requirement for Co-Presidents. It will just make things simpler - plus they (the organization) will not go through the yearly argument of what the By-laws mean with this regard and how to deal with it. And no finger pointing if Co-Presidents are elected (each 'President' cannot blame the other if responsibilities are not filled.

And you cannot 'accept' the resignation without a motion to accept the resignation! But to fix the issue in the long run (this could occur again), I'd suggest the By-laws be amended to make the following changes: 1) Remove the position of President-Elect. Just elect someone as President. 2) Place it into the By-laws that to be "nominated and elected" to the Presidency that an "individual must have served at least one year on the Board of Directors." This makes the President-Elect position redundant as the person will have had some experience on the Board prior to taking over as President.

Yes, sorry for the error.

You do not have an office of President, as you have two offices of President. As such if there are two positions and three candidates, an election would have to be held. If one candidate receives a majority of votes cast, then that person is elected to the first position and another round of balloting would be required for the remaining position. However, if two candidates receive a majority vote (unlikely) then both would be elected and no other balloting would be required. It is far better, as others have stated, to simply remove the requirement for Presidents. Have more than one Vice President to help assist the President if required.

No. Read Chapter 20 of RONR to see how to remove an officer/member according to RONR. Also, if the meeting is a meeting of the general membership, then they (the general, or 'regular', members) are the ones running the meeting, not the Executive Committee.

The other obvious option is this one: When the Vice President's term is finished, you can always nominate someone else to be Vice President. As nominations are debatable*, you and the nominated person can explain why that person is better than the current Vice President. *By the way, while you are out getting a copy of Roberts Rules of Order Newly Revised In Brief for the Vice President as per jstackpo's suggestion, get a copy for yourself.

One day's notice could work in a few circumstances. For example, let's say the members will all be attending an event tomorrow. The members may want to hold a brief special meeting either before or after the event to approve something important which cannot wait until the next regular meeting.

I am not 100% if I understand the question, but here is what I can say based on what I understand: 1) At a meeting of the Committee, any Committee member may ask any questions/concerns about any issue(s) being discussed at the meeting. It does not matter if a majority of Committee members may not seem to agree - that's the point of debate: to look at the different sides of the issue/motion being debated. People may change their minds during debate. 2) If the Committee member is also a member of the superior body (the body that the Committee reports to), then when a recommendation comes back to the superior body, the member is free to bring up the same concerns again. However, the member is not free to discuss details of what occurred at the Committee meetings, especially if they were held under Executive Session. 3) When a Report is presented to the superior body, if only a majority of members agree - but not all members - the minority members may offer a Minority Report, or a Report based on the opinions/recommendations of a minority of members. The Minority Report does not have to be considered by the superior body, but it could be accepted and may persuade some members to change their minds.

It all depends on how quorum is determined. If quorum is based on filled positions, the Immediate Past President, as the sole Board member, could hold his/her own meeting to appoint members to fill the vacancies. But if quorum is based on the number of Board members (i.e. 7 or 8 in this case) then the Immediate Past President cannot fill the vacancies on his.her own. Of course, the question of who actually approved the resignations needs to be asked. Until the resignations are accepted then no one has actually left their office. Therefore, they should find 7 new people to fill those positions, and then move a motion to "Accept the resignations of ____, ____, ____, _____, ____, ____, and ___, and to appoint A, B, C, D, E, F, and G to fill those positions."

How are the dates of the meetings decided upon? The Board has to follow the rules set up in the By-laws and Rules - for example, do the By-laws state that "Board meetings shall take place on the third Monday of each month"? Or does the Board set the date at the previous meeting? That's how the regular meeting is going to be called.

Thanks for the examples. I never really thought of it that way. In the first situation I would have just thought that a motion to leave Executive Session would be simple enough, but I then I realized that yes, it might raise questions like "Why do you want to leave Executive Session?" which can only be answered through debate.

After reading this thread, I have a question: Why is the motion, relating to entering or leaving Executive Session, debatable? I can sort of understand in a general sense why the motion to enter into Executive Session is debatable, within reason. For example, one member may think an issue is of a sensitive or controversial nature, while another member may not. But the motion to come out of Executive Session seems far more simple - either you want to end Executive Session or not. I know I am missing something here, but I don't know what it is so I am asking.

I do too. Why can't one of the remaining Board members simply not take on the position of 'Treasurer' if for no other reason than to write cheques.

I see nothing wrong with this particularly - nor would RONR specifically.

And then start reading the By-laws about holding a special meeting to fill the vacancies. Legally, I don't know as I am not a lawyer. But from a parliamentary point of view the organization can do so as long as a Secretary pro tem is elected at each meeting. Of course, these three positions could be combined - one person can hold any two of those positions, or all three, depending on the amount of work required for each position. And in some organizations, the positions of Secretary-Treasurer are combined into one position anyway.

I get that it that the ideal option would be to say something to the effect of "In order to be nominated and elected to office, a person must meet the following requirements ..." it still seems to me that either way, the intention is clear: to be eligible to be elected one must meet the qualifications to be nominated. To a certain extent, I guess it depends on whether or not a write-in vote is essentially the same thing as a nomination - you are still voting for the person whether or not the person was officially 'nominated' or not. Of course, a good recommendation would be for an organization not to have too many qualifications to begin with and allow the members to decide through their vote.

George, for me "Qualifications for Nomination" is synonymous for "Qualifications for Election". In both cases, you cannot get elected unless you meet those qualifications.

Ok - so what are the qualifications to be nominated? That might be the problem right off - I can understand being a member of the fire department, and being a member in good standing (i.e. if there were any dues that they were paid up, or the member is not currently under any disciplinary action.) But that might be the problem. It's never a good idea, in my humble opinion, to have too many qualifications. It only eliminates good candidates from being elected. Otherwise, you may need to start knocking on doors to get someone willing to serve, and then hold a special meeting (if allowed in the By-laws, and assuming that the regular meeting was adjourned full stop.)