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Richard Brown

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  1. I don't understand it, either. Hoperully, the text citations you gave Guest SAA will be helpful.
  2. I concur with Dr.. Kapur’s comments. Even if minutes should be kept out of committee meetings, all the minutes of the nominating committee need to contain is who the nominees are (along with the date of the meeting, etc.).
  3. @Mark Apodaca, you might take a look at LRS 12:225 regarding officers and agents which provides as follows as to removal of OFFICERS: "E. Any officer or agent may be removed by the board of directors with or without cause at any time, without prejudice, however, to the contract rights of the person so removed. http://www.legis.la.gov/legis/Law.aspx?d=76414 Since the Louisiana nonprofit corporation law treats officers and directors differently, at least for some purposes, that provision may prove to be useful. You might also pay attention to the definition of "Directors" in section 201: "(9) "Directors" means persons designated in the articles as such, and persons designated, elected or appointed by any other name or title to act as directors, and their successors. The term, when used in relation to any power or duty requiring collective action, means "board of directors". http://www.legis.la.gov/legis/Law.aspx?d=76385 One final point: Depending on how your officers are selected and whether they must be board members, it is at least theoretically possible for the membership to remove a person as a director, but that person remains as an officer. Likewise, it may be that the board can remove an officer, but the person nonetheless remains on the board as a director. I hope the attorneys are being paid well.
  4. First, let me start by agreeing with my colleagues that this issue depends upon an interpretation of a state statute, something beyond the scope of this forum (even for a fellow Louisianian who is familiar with the Louisiana non-profit corporation statutes). It also depends upon an interpretation of your organization's bylaws, which is something else beyond the scope of this forum. But, having said that, I think we can point out a few things: Depending on your attorney's interpretation of this, I think you have at least partially answered your own question about whether the phrase " Except as otherwise prescribed in the articles or bylaws" is applicable to the state law provision in LRS 12:224 providing that the members may remove directors from office. That statute DOES contain that language as your own copy and paste shows. I will bold the provision: To me, that provision clearly applies to section 12:224 E (4). It applies to all of subsection E. Note the colon (:) at the end of the phrase. Since your bylaws provide for removal of officers, it may well be that subsection E of the statute is rendered inapplicable. That's for your attorney to look into. And while we are at it, there might also be the question of whether the terms "director" and "officer" can be used interchangeably under both your bylaws and the statute. Your bylaws and the statute don't use the terms in exactly the same way. Your membership is trying to remove two OFFICERS, but the statute speaks to removal of directors. Next, I want to point out that it isn't clear to me whether the bylaw provision granting the board the power to remove officers is an exclusive grant of power to the board... or whether the membership also has that right as the superior body. So, even if it is determined that the section of the statute permitting the membership to remove directors is not applicable due to the bylaws provision, there is the question of whether the bylaw provision amounts to an exclusive grant of power. It may be that the membership also has removal power regardless of the pertinent provision of LRS 12:224 E (4). I haven't noticed that anyone else has weighed in on whether the grant of removal power to the board in the bylaws is an exclusive grant of that power. I would be interested in hearing those opinions. Edited to add: As to the vote required by the phrase "by vote of a majority in interest of all of the voting members,", honestly don't know. Taking the bare language of the statute, it seems to mean "the vote of a majority of the entire membership". Based on the membership numbers you gave us, that would be the affirmative vote of 90 members. Whether that is what was intended by the awkwardly worded statute, I don't know. There is some more work for the attorneys.
  5. You would list all of the names for each particular office. For example, if the nominating committee selected one person for president and two others were nominated by petition, then all three names for president would be on the ballot or would be eligible to be written if a pre-printed ballot is not being used. If you are electing, say, five members to your Board of Directors, but there are now a total of eight nominees, you simply list all right nominees and tell the members to vote for up to five of them. edited to add: You vote by office, or position, not by slate.
  6. I don't understand. Were you actually in the process of leaving or were you PLANNING on leaving after you voted? Had you received a ballot? Had you actually voted? I'm assuming that you were PLANNING on leaving after you voted, but the president would not let you vote until after nominations from the floor were closed. If that is what happened, then i agree with the response above by Dr. Kapur. Actually, I probably agree with him regardless of your answers to my questions, but I'm still curious as to just exactly what happened. RONR is pretty clear that voting takes place only after nominations have been closed.
  7. Agreeing with the comments above by Mr. Martin, you have another option for hopefully limiting executive sessions to those situations which actually require one: Requiring a super-majority vote of two-thirds or even higher to go into executive session. The open meetings laws (sunshine laws) in some states provide for such a super majority vote of public bodies in order to go into executive session. Another option, which may have its downsides, is to require that the particular matter to be discussed in executive session be stated in the motion to go into executive session and that only the matter(s) specifically named may be discussed. Theoretically, at least, a point of order that the discussion has moved to something not authorized in the motion to go into executive session would result in a favorable ruling from the chair and he would prohibit further discussion of that topic.
  8. Agreeing with Mr. Martin and Dr. Kapur, your organization is free to create a disciplinary committee as suggested on page 669 of RONR to handle disciplinary matters.
  9. I agree with Dr. Kapur that your first step should be to talk with him with the hope that he will agree to get some kind of help to aid him in becoming a better presiding officer. One alternative is some sort of arrangement to permit someone else to preside at meetings. A second step, if that fails, would be to ask him to voluntarily step down in a way that would avoid embarrassment. Removal from office should be a last resort. The procedure for removal from office, as I believe you already know, is contained in chapter XX of RONR. You might also look at FAQ # 20 on the main website as a starting point: http://www.robertsrules.com/faq.html#20
  10. I interpret those two motions as requiring a two thirds vote, i.e., two thirds of the votes actually cast, regardless of the members present and regardless of abstentions. Edited to add: Both motions should have been declared to have passed per the rules in RONR unless you have some superior written rule to the contrary defining the vote required otherwise. Abstentions and recusals are ignored.
  11. I agree and was thinking exactly the same thing as I was reading the last part of the response by Mr. Martin.
  12. It would help if we knew more about the exact situation, but, in general, any time an organization believes a member or an officer has done something which is not in the best interest of the organization, it may consider and initiate disciplinary action as provided in chapter XX of RONR. This can include removal from office. Edited to add: for information on removal from office, see FAQ # 20 on the main website: http://www.robertsrules.com/faq.html#20
  13. Alex, we are reading a lot about your custom when it comes to board meetings. Perhaps it will be helpful if you want quote for us exactly, verbatim, what your bylaws say regarding board meetings, both regular and special.
  14. I imagine the rationale is somewhat similar to the rationale which permits a limited number of general members to call a special membership meeting. I am not aware of any organizations, other than perhaps very small ones, which require that a majority of the members join in with a request to have a special membership meeting. There is almost always a specified number or percentage, significantly less than a majority, which is required to call a special meeting.
  15. Agreeing with Mr. Honneman and Mr. Katz,There is no rule in RONR which permits any two members of a board to call a board meeting. The rule you are referring to applies only to committees. The requirements for calling a special meeting of your executive board should be and probably are spelled out in your bylaws. What do your bylaws say? Your organization may provide whatever requirement it wants to in it’s bylaws for calling a special Board meeting. You may, of course, require that a majority of the board members join in with such a call. However, for what it’s worth, it is much more common for bylaws to provide that board meetings may be called by either the chairman acting alone or, in the alternative, by a specified number of board members which is usually less than a majority. There is certainly nothing wrong, though, with requiring a majority.
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