Jay M

Thanks for your reply. Sorry I did not give you all details. here is the article regarding election of officers Section 2: a) Election, Qualification and Term of Office: The President, Vice President, Secretary, Joint Secretary, Treasurer, and Joint Treasurer shall be elected by the new Board of Trustees of the upcoming year at the regular annual meeting of the Board of Trustees subject to the Article IV, Section 8. If the election of officers shall not be held at such a meeting, such election shall be held thereafter as soon as possible. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected. Any of the officers shall be eligible for re‐election, but shall not hold the same office for more than two consecutive terms, subject to the term limits for president as per Article V Section2(b) below. Each officer shall transfer all his/her original corporate records and other HTGC assets, if any, in his/her possession to his/her successor in office not later than five (5) days after his/her successor has taken his/her office.such election shall be held thereafter as soon as possible. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected. Any of the officers shall be eligible for re‐election, but shall not hold the same office for more than two consecutive terms, subject to the term limits for president as per Article V Section2(b) below. Each officer shall transfer all his/her original corporate records and other HTGC assets, if any, in his/her possession to his/her successor in office not later than five (5) days after his/her successor has taken his/her office.

Hello , We want to remove an officer from the office Our officers' term is described as : Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected Also We have a clause in our constitution Section 12: Grievances Resolution Policy: All complaints/allegations concerning the trustees are to be filed in writing with the Secretary of the Board of Trustees of the HTGC. In case of allegations brought against trustee/officer, the Secretary with the approval of the board of trustees shall form an internal committee for fact gathering purposes. >>>>> IT describes how to resolve it>>>>> The committee shall report its findings to the BOT at a scheduled executive session in the presence of parties concerned. Based on the committee’s report, the Board of trustees shall finalize the appropriate action to resolve the issue. If unresolved and if by 3/4ths (12 out of 16) BOTs recommendation is for the removal of the alleged trustee/officer, then BOTs shall call for general body for its final action subject to the Article IV Section 2. (Pursuant to Grievances Resolution Policy of the Article IV Section 12, if the board of trustees by 3/4th majority recommend removal of the alleged trustee based on the report of the independent committee the board of trustees shall call for a special general body meeting exclusively for this purpose. GB after discussion can accept or modify the recommendation of the board. Such alleged trustee shall be removed only upon the approval of two-thirds (2/3) of each category of members in attendance). Now my question is to remove an officer does the board need a grievance? or just majority of the board members want to remove him as they were not satisfied with the functioning of Officer Thanks

Thanks Rulesasker!

In our not for profit organization these are sections that deal with Executive committee role and how to appointing committee chairs. ARTICLE V OFFICERS Section 9: Executive Committee: "The Executive Committee shall consist of officers of the corporation as described in article V, sections 1 through 8. The committee shall provide a collective platform for communication, deliberation, and execution of responsibilities as assigned to the officers or any other matter assigned by the Board of Trustees from time to time. The President shall serve as Chairperson of the Committee." ARTICLE VI COMMITTEES: The President with approval of the Board of Trustees may form appropriate committees to facilitate functioning of the corporation. Under bylaws : BYLAW 3: GENERAL RESPONSIBILITIES OF EACH COMMITTEE: "6. The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year." In the beginning of the year the President of the board appointed various committee chairs with the approval of the board. This week President sent an email removing one of the chairs and stating Executive committee approved removal of that particular chair. My question is can president or Executive committee remove a committee chair without approval of the board who originally approved the committee chairs appointment? Thanks in advance.

Thanks Gary

Sorry to ask again on the same subject is there such action called " Regularization of ad- hoc committees"? in Roberts rules or anywhere ? thanks

Thanks Rob Elsman for more details .

Thanks a lot Josh Marin.

Hello, In our not for profit organization we have several committees and they are all structured in our bylaws. Apart form those standard committees the board some times appoint ad hoc committees. Recently some of the trustees presented a report to convert ad hoc committees into permanent committees . Report was approved. There is no specific terminology stating to amend the bylaws in the motion approved the above stated report . My question is whether the approval of the report alone will be the approval to amend the existing bylaws or do we need to use the word "amend the bylaws " in the motion. Thanks in advance

Thanks Joshua and Richard for your response

Our not for profit organization got 2 categories of membership Patron and Regular. When they call for General body meeting they count quorum in both categories separately. The quorum is one third of membership in each category. Even If one category fails to have quorum there is no meeting. Also on any resolution they take vote separately in each category of membership and the resolution has to get majority of votes in both the categories separately to get approved. I wonder is this correct ?

Thanks Josh.

I wonder if our board approved budget of certain amount for each committee and for certain purposes in the beginning of the year does each committee need approval from the board to spend the allocated amount ? Thanks in advance

Thanks for you response Dan, I wonder what is correct wording in the agenda should be to remove a president ? thanks in advance

Our not for profit constitution provides a clause: "A special meeting of the Board of Trustees may be called by or at the request of the President, or any six (6) trustees. Special meetings of the Board of Trustees shall be held at the principal office of the corporation." "The purpose of any special meeting of the Board shall be specified in the notice of waiver or notice of such meeting." My question is when six trustees called for a special board meeting with an agenda items of president's gross violations of constitution and bylaws ,they did not mention in the agenda to take him out as president, Still can they pass a resolution to take him out as president even though the Special meeting of the board of the trustees called for did not mention to impeach him. Thanks Jay

We have a sentence in our constitution saying " The President may appoint individuals to render part or full‐time paid services to the corporation as may be required from time to time within powers vested on the President by the Board of Trustees. " I wonder how do you interpret it President can appoint only with approval of the board? Thanks in advance

Thanks Rob Elsman

I wonder why it is not advisable? Thanks J.J.

In our not for Profit organization's board meeting one of the members allegedly pushed the chair of presiding officer and abused him with bad language. A police report was filed and the case is pending in the court. Some of the board members are trying to pass a motion demanding apology from the board member against whom the police case is registered. My question is while a case is pending in the court of law can the board discuss and pass a resolution on the same subject. Thanks

Thanks Josh Martin for a detailed guidance

Yes Thanks

To remove the officers no disciplinary procedure and trail is necessary as our rules say " Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected"

Our not for profit organization is planning to remove both the president and vice president as they were not following the bylaws of the organization. I wonder Who will preside over the board meeting when the agenda is to remove both the president and vice president? what are the steps to follow at this meeting and when do we elect the new president and vice president ? Thanks in advance Jay

I sincerely thank Atul Kapoor, Josh Martin and Richard Brown for their valuable comments.

We are a not for profit organization and we have almost 40 committees. They all send reports to the board. I wonder how do the board deal with them and pass appropriate resolutions based on their needs? Are they suppose to attend the board meetings? Do wee need to invite them for board meetings? Thanks in advance Thanks Jay