Rev Ed

Yes, that works.

And as usual, this shows why it is a bad idea to automatically make the Immediate Past President a member of the Board.

Simpler, yes. But the advantage is that the Committee does not have to deal with every issue that might come up at a Board meeting. It all depends on what you want to do.

Done - thanks for the catch. How does the restriction actually read then? Does it say "two terms in one position" or "two terms on the Board"? In the former, it would mean that the two officers could simply swap positions (ok, assuming the membership votes that way.) In the latter, you are stuck and have to amend the By-laws if the members want to keep these members on the Board for the upcoming year. On a side note, if necessary the Board could create a Standing Committee (unless the By-laws state otherwise) consisting of these two members and all the Board members - call it the "General Committee" and it allows the Board to meet with these two members in a formal situation and provide input.

I have a good idea: why not simply switch roles. The current Vice President could run for President and the current President could run for Vice President. That would get around the By-law, legally.

Even if you call the meeting, the other members could then set a date for another meeting which may not be convenient to you, and that meeting would - without a doubt - be legit. Also, think of it this way: you are only one member, if every other member can make the meeting then why should the meeting not take place because one member cannot attend? RONR, and most likely any By-law requirements, do not set quorum at 100% attendance knowing that there are going to be times when not everyone can attend every meeting. I understand your frustration - but really it's only one meeting.

From what you said, it sounds like no motion has to be referred to the Committee of the Whole, although motions could certainly come out of it.

Take a look at the link offered by Daniel, and then buy two copies of RONR: In Brief - one for you to read (and refer to) and one for the Chairman. From an RONR point of view, if enough members leave then quorum is lost. And basically don't attend a meeting, or stay in a meeting, if you don't want to be there - at least from an RONR point of view. However, as this is related to your job, try using RONR: In Brief to get the Chairman to do a better job handling a meeting, or look for a job either in another department, or with another organization if the Chairman still refuses to listen.

Also, check to see if anything has to go through the Committee of the Whole. Normally, it would not. Although once a motion (i.e. a proposal to do something) is made at a meeting of some Government bodies, the motion must go through a committee before a final decision is made.

Richard, thanks for this - it is exactly what I was trying to say. And this is exactly why I have an issue with RONR not requiring a member with an interest in an issue not being involved in discussion or vote to abstain from voting or being involved in debating any motion dealing with the issue. Then again, and organization could adopt a By-law to that effect. Failing either a change in the next addition of RONR or a By-law to the contrary though, I would question why a member should be removed from office for doing something that the By-laws and RONR essentially allow the member to do. Is that ethical? Probably not, but that's not what we are discussing. But, while the organization may have to pay higher premiums, insurance is there to protect the organization and the premiums are a lot less than the potential financial loss if the premium is not there. And depending on the issue, we have to look at the specifics around any insurance claim. If there was something the organization could have done to mitigate damage, then any financial loss resulting from the higher premiums is the fault of the organization, not the individual member - for example, if the member slipped on ice and the organization did not salt the ground, or take other actions to remove the salt, then the organization is to blame for the member slipping on ice.

And the President only has the authority to approve something if the By-laws specifically has the power to do so, or if the Board or general membership pass a motion allowing him/her to do so. From my reading of the original post, I am guessing that the President is not likely to have authority to approve what the member did. Depending on the issue, the Board may want to consult with a lawyer as to legal requirements to get out of what the member did, but from a pure RONR point of view, the Board has the right to censure the member - or look at the possibility of following Chapter XX of RONR, or the organization's own By-laws about reprimanding the member, up to and including removal from office.

I agree with this. Using the example of painting the clubhouse, I may be in favour of painting the clubhouse, but not with regards to the colour, or when we should be doing the work, then I would have to vote against the motion as it does not allow me to debate the motion or offer an amendment to the motion.

Thanks. It nice to get something right once and awhile.

I'd say that as you are the Secretary, do not include anything that you do not remember anything to do with a motion (i.e. the motion being made, a seconder if required, debate, and a vote) then do not include the motion in your draft copy of the Minutes. When you present the Minutes then it is up to the Chairman and Vice Chairman to offer a correction and to put it to a vote. Normally amendments to the Minutes are accepted by unanimous consent (I have been a Secretary a few times and admit that I normally appreciate corrections), but as you do not recall this motion, you can object to the amendment, thus triggering a vote. However, just be mindful - if the Chairman and Vice Chairman can convince enough members to agree, you have to include the motion if the amendment passes.

There are a couple problems with the abstaining aspect: 1) Some issues require previous notice, such as By-law amendments. Just because a member missed the previous meeting, it would be foolish to say that the member has to abstain. Nothing was discussed, just that notice was given. 2) The member has the right to have an opinion, and to voice that opinion - both through debate and through a vote (if the member chooses.) The member may actually have important information to share about the issue which may end up swaying how other members vote. A motion could be passed or defeated if the member voted and/or entered into debate.

If the Board has the power to remove a Board member then the Board would accept the forced removal as they approved it. If another group is responsible for removing a Board member, then the Board is not involved and it does not have to accept the removal per RONR - although they have to accept it in the sense that there is nothing they can do to stop it. The Board can refuse the resignation in order to require a decision on the removal of a director. Although, as some may say "The only honourable thing to do is to resign" would perhaps be the best option - less messier. Only if the President has the power to do so - and that power must be found in the By-laws. Replace the Board members. However, if quorum does not exist, then you have an issue. And I will allow someone with more knowledge to let you deal with this issue. However, double check the By-laws to see exactly what quorum is - sometimes quorum is the majority of remaining members can vote on appointing new members.

And for what it's worth, especially on something important like amending the By-laws (especially as it takes three months at least in order to amend the By-laws in this organization), it is really a good idea to make sure everyone is aware of exactly what they are voting on. Reading the motion twice (thus the amendments in this case) really makes sure people know exactly what they are discussing and then voting on.

Yes a member can, it's called volunteering.

By default, quorum is a majority of members.

Some organizations do not have a dedicated Committee to handle revisions to the By-laws, so the Board either handles all By-law amendments or the amendments must go through the Board first. I agree it does not always make sense, but I know some statutes even require this. More than likely as one amendment can impact several By-laws and it is good to review how the one amendment may affect other By-laws.

The member would have the right to sue the organization unless the By-laws specifically states something else. As for removing a member who is suing the organization, unless the organization can show that this member is intentionally using a lawsuit to do harm to the organization, then this could potentially do more harm than good. Sometimes a lawsuit is required to deal with a problem and this does not necessarily mean that a member is intentionally trying to do harm - I'd even argue that it could be the organization who is trying to do harm, especially if it removes the member prior to a final resolution with regards to the lawsuit.

If there is no mention of succession to the Presidency, then the Vice President automatically becomes the President. Now the organization has to fill the vacancy for the Vice President.

The member is free to distribute his letters to anyone he wants to (of course, whether or not this will lead to a defamation lawsuit is beyond the scope of this forum), but the minutes do not have to include the contents of the letters.

I would state that "The motion was adopted." The only time I can see it being applicable to use the phrase "The motion was unanimously approved" would be if every member - 100% - voted the same way, and even then I would likely only do so if the assembly ordered the use.

Getting involved in committees about 12 years ago. I am still learning. I admit to getting mixed up sometimes still.