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Richard Brown

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  1. Constance, I agree with all aspects of Dr. Kapur's response as well as with all of the previous responses. You have multiple issues, although they seem to stem from the fact that the Board, or the president or the membership is voluntarily relinquishing the rightful power of the membership to the management company. It is a matter of taking charge of your own meetings. Based on what you have told us, I think the personal services of a parliamentarian would be most useful. If you have more specific questions, though, ask us and we will try to help. It is best, though, if you ask them one at a time.
  2. Unless you have a bylaw provision to the contrary, the quorum would be based on the current makeup of the board of six members. A quorum would therefore be four members.
  3. I agree with Dr. Stackpole. Your particular bylaws require the vote of a majority of the members present. So, if you had four board members present, a motion requires three yes votes in order to pass.
  4. Dr. Stackpole is correct. In addition, unless your rules require the vote of a majority of the entire board or the vote of a majority of those members present, a vote of two yes votes, zero no votes and two abstentions is a majority vote. It is a 2 to 0 vote.
  5. Oops! LOL!! I did not catch that! I made the comment on my cell phone and also made the response I just made on my cell phone and overlooked that mistake in the tiny print. I'm also fairly certain I was using voice to text and simply didn't catch the mistake. I was wondering why they found my position so outrageous! Thanks, Weldon!
  6. I find both interpretations are reasonable. The director can be considered an elected director by virtue of the director seat he holds. He can also be considered to be an appointed director by virtue of the way he got the position. Without seeing the bylaws in their entirety, I think both interpretations are reasonable. I cannot say that SMB's interpretation is unreasonable based on the information we have.
  7. I agree with the rationale you expressed above and also agree with your conclusion that this is ultimately a bylaws interpretation issue. Although the director who resigned was an elected director, and one might also consider that director position to be that of an elected director, it is true that the method of filling the vacancy is by appointment. However, I find no problem with your rationale that ultimately this director could be considered an electric elected director by virtue of the director position that he holds. Edited to correct an electrifying typo! Thanks, Weldon !
  8. Agreeing with Dr. Stackpole, it is up to to the members of the society itself to decide how to deal with the actions of the secretary. Whether those actions constitute grounds for disciplinary action is up to your membership to decide.
  9. I think one problem here is clearly that the board cannot adopt a rule of order restricting the rights of the membership to make motions unless the bylaws give it that right. That is something which I think would have to be adopted by the membership, assuming that the membership even has the right to do it by means of a rule rather than only with a bylaw provision. If done by a rule rather than a bylaw amendment, it is clearly a rule of order which can be suspended by two-thirds vote. The same thing would apply to a bylaw provision unless the provision itself, or some other bylaw provision, says that provision may not be suspended. Question: why on earth would you want such a provision?
  10. Perhaps it is a minor point that doesn't make much difference and isn't worth arguing about, but RONR does not mention accepting or adopting the minutes. It refers only... and repeatedly.. to APPROVING the minutes. In fact, the section in the book starting on page 473 about approving the minutes is titled "Reading and Approval of Minutes". I quit counting after I found more than two dozen references to approving the minutes and approval of the minutes. I suspect there are about four dozen such references. I could not find a single reference in the book to adopting or accepting the minutes. It seems clear to me, for whatever it's worth, that the preferred term in RONR is approval of the minutes, not adopting or accepting the minutes. For whatever it's worth.
  11. Guest Fran, in addition to the questions asked by Chris Harrison, please tell us whether, at the last meeting, the chair declared the first nominee elected. If the chair never declared the person elected, was it the sense of the body that she was the new president? A little more detail as to exactly what transpired would be helpful. Edited to add: you stated in your first sentence that the first candidate was nominated at your last meeting. But, you apparently have had another meeting since then at which the second person was nominated and then elected. Is it true that the first candidate was nominated two meetings ago and the second candidate at your last meeting? I'm confused. One more question: When do your bylaws say the election shall take place? At the first meeting you talked about or at the second one? Or at some other time?
  12. If you are asking if the president can cast a vote for the absent member, the answer is almost certainly an unequivocal NO!! However, the president may be able to cast his own vote, depending on the circumstances. You haven't given us enough information to answer that.
  13. EMP, you can also give previous notice of the motion to rescind verbally at a meeting if you really need to lower the threshold to a regular majority vote. You give the notice at the next meeting and then vote on the motion at the next meeting after that one. Edited to add: Note the following language from page 4 of RONR: Under certain circumstances, whatever the vote required, there may be an additional requirement of previous notice, which means that notice of the proposal to be brought up—at least briefly describing its substance—must be announced at the preceding meeting or must be included in the "call" of the meeting at which it is to be considered (see also pp. 121–24). And also this from page 121: The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. A requirement of previous notice means that announcement that the motion will be introduced—indicating its exact content as described below—must be included in the call of the meeting (p. 4) at which the motion will be brought up, or, as a permissible alternative, if no more than a quarterly time interval (see pp. 89–90) will have elapsed since the preceding meeting, the announcement must be made at the preceding meeting. The call of a meeting is generally sent to all members a reasonable time in advance, which may be prescribed in the bylaws. In organizations that meet less often than at quarterly time intervals (see pp. 89–90), or that meet as a convention of delegates, the bylaws should require the secretary to issue a call.
  14. I have several questions and concerns about the situation you mentioned. Note, these responses are not in the order of your questions. First, if this is a public body, state or local law might well dictate the vote required to rescind a previously adopted motion. Second, if you have 21 members in the body, then nine members is not a majority and the motion to rescind would not have passed even using the vote requirement of a majority of the entire membership. Third, since no one raised a point of order when the chair declared that the motion failed, it is too late to do anything about that now. a point of order of that nature must be raised at the time the chair declares the result of the vote. You snooze, you lose. Fourth, the motion to rescind may indeed be renewed (made again) at a future meeting unless there is something in governing law that would prohibit it.
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