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David A Foulkes

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Everything posted by David A Foulkes

  1. Just because an assembly meets and the meeting is called to order does not mean a quorum is present. It is the chair's duty to determine a quorum exists before calling the meeting to order. (RONR 11th ed. p. 348 l. 34 - p. 349 l. 1) If not, he waits a "reasonable time" before calling the meeting to order and proceeding accordingly. (p. 347ff details valid actions in the absence of a quorum) During the meeting, the chair (primarily, and all members, for that matter) have what may perhaps be described as an implied duty to regularly determine that a quorum is maintained, and if it is lost,
  2. Upon first reading, and even second, much of my edition seems at first to be printed that way, too.
  3. Aaahhh.... so, perhaps it's not "the society" (i.e. general membership in its entirety) that elects the committee but the convention delegates, a body which would not normally assemble again for two years, having adjourned sine die? In that context, Josh's answer makes sense.
  4. I'm a little confused, and I suspect Jan is too. The society elects the nominating committee. If the bylaws do not authorize any other person or group to fill a vacancy, that means the society (as the initial electing body) is the only body empowered to do so, right? But - do the bylaws need to explicitly provide for the society's authority to fill vacancies then? Or, is that power granted to the society by virtue of its electing the committee members to begin with?
  5. They do things differently in Maine, it appears.
  6. No, that's true. It was a bit tongue in cheek. But Pegwood also didn't say there was a meeting.
  7. Are you referring to "executive session" the way RONR does? That is, meetings wherein the proceedings are confidential? Or are you referring to meetings of the executive (board, committee, etc)?
  8. Shall we assume the president/pastor is a member of the Board? If not, RONR gives no rights (including attendance) to non-members of the assembly that is meeting. If s/he is a member, RONR does not require attendance at meetings, although your rules (or higher rules) might. As long as s/he was aware of the meeting (given the same notice as all Board members, or aware of regularly scheduled meetings noted in the bylaws or other rules), and his/her absence was voluntary, no rule has been broken.
  9. No rule in RONR prevents two people from meeting in a private residence, even to discuss matters of business. Is there reason to believe these two are making decisions that are ultimately presented as binding on the association? Or are they just talking 'bout stuff?
  10. I'm still stuck on figuring out why there is a quorum to have a luncheon.
  11. And if you get those 66 affirmative votes to attend, you might consider amending the bylaws to make it a teensy bit easier to amend them in the future by changing the threshold from majority of entire membership to something like a 2/3 vote (of members present and voting, that is). Just a thought.....
  12. And even in the cases of a motion that normally requires a second, if debate or voting commences, the lack of second is immaterial. (RONR 11th ed., p. 37 ll. 9-12, also see p. 35ff for all the mysteries of seconding)
  13. Another issue not addressed already (here or in your duplicate post Mr. Martin responded to previously) is whether the (apparent) non-member Secretary's vote (assuming that s/he did vote at any given time) could have affected the result of the vote. So, first thing to attempt to determine is whether any vote might have been different if this one vote had not been counted. If not, then there's no need even to consider voiding the prior vote. If so, then attempting to determine if the Secretary voted and if so how (hard to do without a roll call vote) might determine whether his/her vote did
  14. It's not clear by your post that the bylaws have actually been amended, or if the President has proposed/submitted an amendment and five members have expressed their approval of the change. As long as the procedure for amending the bylaws (which should be included IN the bylaws themselves) is followed, then this is "fundamentally copasetic". I think many here would agree that the "entire BoD" consists of the members currently holding positions, not in terms of how many positions there are regardless of vacancies. So, if you have seven board positions with two vacancies, the "entire" board w
  15. Of course, according to RONR. If there's a meeting, and you're a member (of the assembly that is meeting, that is), you have the right to attend, unless some higher rule says no.
  16. What I'm not getting from your post here is that there is a motion pending. Generally speaking, one doesn't bring a topic up for "discussion", but rather makes a motion to do something (followed by a second, and the Chair placing the motion before the assembly) which is followed by debate on the motion. It doesn't sound like that's the procedure you following. Or, is it?
  17. I seem to vaguely recall something in the 10th about orchids.
  18. Perhaps to you. Keep in mind that "[t]he bylaws should always prescribe the procedure for their amendment..." (RONR 11th Ed, p. 580 ll. 25 - p. 581 l. 7) It's there that any restriction(s), such as amendments being first passed by the Board, or only developed by a committee, would be found that would in some way invalidate this individual's efforts. Sometimes, a committee is formed by resolution to review bylaws and propose changes, but in the long run, a proposed bylaw amendment is offered by motion/resolution and making motions/resolutions is the sort of thing members (have the right to)
  19. I might add it's probably not a good idea to have a voting threshold defined in two different documents to avoid this sort of problem. Remove it from the P&P manual or the bylaws, using of course the proper procedure for doing so.
  20. Inept may be a good choice of word. I haven't found anything in RONR that indicates the member who gave notice of intent to make the motion should be, or needs to be, mentioned in the call. However, I don't think (nor do I find anything in RONR that indicates) doing so obligates the member to attend or in any other fashion invalidates the notice or prevents the meeting from going forward with another member making the motion. Of course, if Joe was the only member interested in rescinding, it may make for a very short meeting.
  21. I agree, in my opinion, just didn't want to go on record with it first at the risk of incurring the wrath!
  22. Per RONR, unless the bylaws provide otherwise in the specific case of the President/Chair, when the Chair leaves office mid-term, the Vice Chair becomes the Chair, creating a vacancy in the Vice Chair position. In cases where there is a 1st Vice Chair, such as in your case, and assuming you have at least a 2nd Vice Chair if not a 3rd and/or 4th, the 1st Vice Chair becomes the Chair, all others move up one rung on the ladder, and the vacancy is created in the lowest position. (RONR 11th ed. p.458 ll. 7-18; p. 575 ll. 6-17) How your bylaws apply, with that "assume the responsibilities of th
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