Jay M

Thanks George!

I wonder if we delete a bylaw by an amendment do we need still keep the corresponding serial number ? for example if there were total 4 bylaws and if we delete bylaw number 2 can't we assign bylaw number 2 to bylaw 3? Thanks

Thanks Richard for your guidance.

Our not for profit orgnization constituion says 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. My question is if any officer is removed or resigned from their title how do we fill the vacancy? If President resigns does vice president become president for the rest of the year or until the new president is elected in next board meeting? Thanks in advance

Thanks Richard.

Hello, In our last board meeting of a not for profit organization some of the directors torn the papers, yelled and used abusive language. After a while meeting went normally some motions were carried out. I wonder in the minutes do we need to mention about the behavior of Trustees who torn the papers and used abusive language ? Thanks

We have 16 trustees in our not for profit organization. As per our constitution: “Section 7: Quorum: A majority of the members of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. Section 8: Manner of Acting: The act of majority of the trustees present at a meeting at which a quorum is present with a minimum of five (5) trustees voting for or against a decision shall be the act of the Board of Trustees except as otherwise stated elsewhere. The President of the Board of Trustees as the Presiding Officer, shall not exercise his/her vote in any motion put to a vote where a simple majority is required to affect the result EXCEPT” In the last board meeting all 16 trustees attended the meeting. A motion was moved and seconded, when it was put for voting 9 trustees abstained, 4voted yes, 2 voted no and president cannot vote. As per section 8 manner of Acting of our constitution a motion need 5votes. I wonder whether the motion is approved or failed. Thanks in advance

Here is what our bylaws say about appointing chairs "The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year, following the election. For the calendar year staring January 1st, the Committee Chairpersons with the exception of the Trust Fund Committee chair shall recommend members to their committees before the end of January for the Board of Trustees approval. In an attempt to maintain continuity of the Committee, it is recommended that Chairpersons should include at least one (1) or two (2) members from previous year's committee."

In our constitution under Article IV there is a provision to call for a special meeting as detailed below: "Section 5: Special Meetings: 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" Based on this section a special meeting of board of Trustees was called for " to appoint a chair for kitchen committee. After quorum was established a motion was moved to appoint Mrs XXXX as chair and Mrs. YYYY as chair and co chair. Motion was debated and put it for vote. Motion failed. No committee chair was elected. Then President who was chairing the meeting declared as there are no any other items the meeting is adjourned. Majority members insist the meeting can not be adjourned as they did not elect the committee chair. President replied the agenda item was discussed and members could not approve president's proposed names and as per bylaws no member can propose alternate names and there are no any other agenda items the meeting was adjourned and left the meeting. My question is was president is correct in adjourning the meeting? Thanks in advance.

Sorry I did not ask the question clearly. All our committee members and chairs are elected for only one year. Their term will expire on December 31. If the board and president could not reach for an agreement to elect a new char and there were no members appointed yet who will be in charged of the function of the committee Thanks

No, they are not special committees. They ae standard committees. Also based on the rule , I copied here one more time "The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year, following the election. For the calendar year staring January 1st, the Committee Chairpersons with the exception of the Trust Fund Committee chair shall recommend members to their committees before the end of January for the Board of Trustees approval" For any any reason if the board could not approve the chair who will be in charge of the committee ?

The reference is to constitute special committees.

Thanks Josh. your response answered all my questions.

In our board meeting some of the trustees attended through zoom call some attended through phone. The trustees who were present physically asked for an executive session and after it was approved they asked the trustees who are attend through zoom and phone to disconnect because they are not sure who else is listening or watch the meeting remotely? they disconnected them saying you can come back when executive sessions is over. My question is it right to take away a member's right to attend the meeting and stay through out the meeting? What are the other options are open for allowing all trustees to participate in an excutive sessions. Thanks in advance

Thanks for your reply Atul Kapur

In our not for profit organization we have the following clause in our constitution and bylaws. The chair is not calling for CPP committee meeting. who can call for a committee meeting to discuss about Chair behavior and if necessary to elect a new chair Thanks Jay This is the reference: Section 11: Council of Past Presidents: The Council of Past Presidents (CPP) shall comprise of all Past Presidents who are not current Trustees or Committee Chairpersons. The Council shall elect one of its members as Chairperson. The term of CPP Chairperson shall be for two years. The Chairperson of CPP shall be an ex-officio member of the Board of Trustees and Executive Committee without voting privileges. The functions of the Council shall include but not limited to the following: a) Long range strategic planning; b) Evaluate the financial status of the organization and make recommendations; c) Evaluate the capital projects, prioritize them and recommend proper implementation; d) Review the functioning of the temple and recommend improvement; e) Receive any communication from the public and act in concert with the Board of Trustees; and f) Act as an advisory body to the Board of Trustees on any issues brought to its attention. The Council shall follow the following policy and reporting procedures: a) The Council shall meet quarterly or more often as needed; b) The Council shall have access to all records of temple; c) The Council shall keep the minutes of its meetings, a copy of which shall be provided to the Board of trustees; d) The proceeding of the Council shall not be discussed by its members in public; e) The Chairperson of the Council shall present a report to the General Body at its annual meeting or duly called special meeting.

Thanks for your responses

Sorry I missed to post connected rule : The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year, following the election. For the calendar year staring January 1st, the Committee Chairpersons with the exception of the Trust Fund Committee chair shall recommend members to their committees before the end of January for the Board of Trustees approval.

Our bylaws state "The President with approval of the Board of Trustees may form appropriate committees to facilitate functioning of the corporation" We have almost 25 committees. Before the new year starts our new president will appoint committee chairs for various committees. Some of the trustees do not like the nominees proposed by the president for 3 or4 committees. As per our bylaws the board members can not propose alternate names for the chair positions. What are the options left for trustees who does not like some of the names proposed by the president as chairs? Thanks in advance

Thanks to everyone for a valuable information

Thanks Gary, I am not referring to our bylaw. I understood If there is a tie while electing the officers the other option is to put it again for voting. How many times shall we try for getting majority for the the motion to elect the new Officers? Thanks

Thanks Gary, Please explain more , I did not understand the "tiebreaker vote is technically never required" Thanks in advance

Thanks Josh, But being a member of new board he got a vote to elect new officers right?

In Our constitution it is laid down as Section 8: Manner of Acting: The act of majority of the trustees present at a meeting at which a quorum is present with a minimum of five (5) trustees voting for or against a decision shall be the act of the Board of Trustees except as otherwise stated elsewhere. The President of the Board of Trustees as the Presiding Officer, shall not exercise his/her vote in any motion put to a vote where a simple majority is required to affect the result EXCEPT a) When two-thirds majority is required to affect the result, and b) As the Presiding Officer (current President or the retiring President when applicable) at the time of Election of Officers during the meetings of the Board of Trustees when a tie breaker vote is required, even if he/she is not going to be a trustee on the new Board without the option of abstaining. The current president whose term is ending by the end of December 2022 is elected as trustee for another 4 years term which starts on Jan 1at 2023. The board of trustees for the year 2023 are electing new office bearers . My questions is whether the current president who is going to be member of 2023 board can vote in the election of office bearers for the year 2023 or can he vote only if there is a tie? Thanks In advance

Thanks Richard for your response.