Richard Brown

2 hours ago, Kim Goldsworthy said:

Q. You have three bodies involved in the process?

Because of this complexity, no answer is possible from Robert's Rules of Order, since your method of amendment is so unusual, so unique.

Someone will have to read your bylaws and interpret the text.

 

I suspect guest Philip is using the terms executive committee and executive board interchangeably, but, regardless, it is still a question of interpreting his organization's bylaws

In addition to the previous comments, RONR strongly discourages having co-chairmen or co-anythings.

14 hours ago, Guest Lauren said:

Hi, at an Annual General meeting can staff employed by the non-profit organization, who are also considered members as laid out in our bylaws, cast votes in the election of directors? We do not allow staff to vote at regular Board meetings but with our AGM coming up - this question has been raised......any help would be appreciated! 

You said the staff are considered members of the organization. What do your bylaws say? The question is not whether they are considered members but whether they are actually members pursuant to the bylaws and whether the bylaws restrict those membership rights in any way.

15 hours ago, Richard Brown said:

Seems to me it's primarily the job of the president to see that the orders of the society are executed unless the bylaws or the adopted motion provide otherwise.

2 hours ago, Gary c Tesser said:

And your RONR citation for this is where (mindful that the bottom of p.456 is nowhere specific enough)?

That's why I said, "It seems to me. . . ."    It's outside of a meeting context, so RONR does not get into  what the administrative duties of the president are, but rather leaves that up to each society to decide for itself.  But, I think i can safely say that it's pretty universal that the president is normally the chief executive officer of most societies regardless of whether the bylaws explicitly say so.   Who do you think it normally is?   The oldest director on the board of directors?  The youngest?  The director living closest to the clubhouse? 

If, for some reason, the elections are not conducted when they should have been, the society just conducts them as soon as possible. You don't have to wait until the next regular elections roll around.

Seems to me it's primarily the job of the president to see that the orders of the society are executed unless the bylaws or the adopted motion provide otherwise.

Very good question, although it's probably not much different from debating nominations when members of the organization have been nominated for office. How to go about saying a particular candidate is not right for the job .

If an affirmative vote was required to renew the contract, the motion failed. A motion fails on a tie vote.

Not in RONR. Such a restriction would have to be in your own bylaws

No. It sounds like your president is what most organisations would refer to as an executive director. It might be a good idea to have some guidelines or a policy manual concerning this position, the job description, and the hiring process, but it does not have to be in the bylaws. It's a judgment call as to where to put it. 

3 hours ago, Jane said:

I am seeking clarification regarding the "Authority" section of our by laws.  They read as follows...

Except as in herein otherwise specifically provided, the decision of the Board in all Associations matters shall be final, subject only to an appeal to the Association.  The Board shall have general control over all officers and committees and may, for good cause, declare an office vacant.  it shall constitute a Board of Appeal form the rulings of all officers and actions of committees.  Appeal may be taken from any decision of the Bard to the Association.  On such appeal the decision  appealed from shall be reversed only by two-thirds vote of the members present, at the regular meeting specified by the Board, a quorum being present, notice of such appeal having been given by the secretary to all members of the Association at least fifteen (15) days previous to such meeting.

Does this mean that any Board decision can be challenged by filing an appeal?  At the regular meeting where the appeal is to be discussed/voted on, can it be reversed based on the vote of any qualifying association members, and not just the Board?  Providing the other criteria mentioned above have been met.  Thank you.

 

Your organization must interpret its own bylaws, but it appears to me that the bylaws themselves say that an appeal from a decision of the board is taken to the membership. It would not make any sense for the board to appeal to itself. I don't see how the quoted provision can be read that way.

1 hour ago, Ken said:

I understand that. But what about the secretary that resigned and now has the position. To me this means our bylaw means nothing

Ken, I responded to that question several comments ago. We cannot answer that question for you. It is a matter of interpreting your bylaws, which is something we do not do on this forum. Each organization must interpret its own bylaws.

I doubt that any of your officers or directors who are selected to fill an unexpired term  are actually interim numbers. An interim number normally serves by appointment only until a special election can be held. But when a person is selected to fill the unexpired term of a member who died or resigned, that new member is not an interim number but is a full, regular permanent member just the same as every other number. The position IS permanently filled at the time someone is selected to fill it for the remainder of the term.

I think your organization would do well to get rid of this interim designation. It appears to me these people are not interim directors or officers but are permanent Directors & officers serving until the expiration of the original term.

3 hours ago, Gary Novosielski said:

In fact, they do not even have the right to show up.

1 hour ago, Richard Brown said:

Huh? Who does not have the right to show up? 

50 minutes ago, Gary Novosielski said:

"Interim members" improperly appointed by the president.

Well, yes, IF they were improperly appointed by the president.  I don't think we know that for a fact. Ken has not told us definitively who (or which body) appointed these three board members despite several requests.  He seems to think it doesn't matter who made the appointments, but it makes a huge difference.  He seems now, after 25+ comments, to be of the opinion that those "interim" members do have the right to vote, indicating to me that  he believes they were properly appointed by the board.

Were there enough votes  cast by people not eligible to vote to affect the result? RONR p. 416 lines 31-32.

2 hours ago, Gary Novosielski said:

In fact, they do not even have the right to show up.

Huh? Who does not have the right to show up? 

2 hours ago, Ken said:

I thank you for your answers, but the question of the secretary still exists. She resigned from her position but then was appointed to the same position. I believe our bylaws prohibit this..

6. A member may resign from the Board at any time by sending a letter to the Club. If their resignation is received verbally; the Club will send that member a letter stating that their resignation has been accepted. A Board member cannot be reinstated to that position.

 

It is ultimately up to your organization to interpret its bylaws and to decide whether appointing the secretary to her recently resigned position amounts to reinstating her.

I am assuming she was appointed by the proper body, which I believe you have said is the board. If the board was supposed to make the appointment but she was appointed by the president, then her appointment is not valid unless the board ratified the appointment.

Those little things make a big difference.

2 hours ago, Gary c Tesser said:

So I got a conversation, hit "options," and started to delete the conversation but a box came up saying:

"Are you sure you want to delete this conversation?

The conversation will be removed from your inbox and you will not be able to view or rejoin it. Other participants will continue to see it."

 

So wait a minute.  Where is it that the converation will now be stored (since not in my Inbox), so that "other participants will continue to see it"?

 

-- And why are other participants allowed it see it but only I can't?

Because the forum admins want to taunt you? ?

One other question:  Was the president already a member of the board when he was selected president or was he elected to the office of president by the membership?   If he was already a board member, and then the board selected him to be president, then he can most likely resign as president and remain on the board as a member.  I say "most likely" because we haven't seen your bylaws.  But, if he was elected president by the general membership, and is on the board by virtue of being president, then if he resigns as president his membership on the board would most likely terminate also.  We really cannot answer your question specifically without more information as to how (and by which body) your officers are selected.

28 minutes ago, Daniel H. Honemann said:

As best I can determine, there is nothing wrong with your bylaws as currently written. You've just been failing to obey them.

You've seen ALL of her bylaws?  Lucky you! 

55 minutes ago, destone said:

OK, Thank you. I think I understand. You meant that society members are only allowed to attend Executive Board meetings, but entering debate, etc. is prohibited unless by a 2/3 majority decision of the E-Board to suspend the rules. Correct?

29 minutes ago, Daniel H. Honemann said:

Yes, I think this is a correct statement. . . . .  (Remainder of post omitted)

I would say that destone's statement above is only partially correct.  It's the "etc" part that I believe he has wrong.

It requires a suspension of the rules (which requires a two thirds vote) to allow a non member to participate in debate.  However, nonmembers may be permitted to address the assembly (in this case the board) by a majority vote.  There is a difference between addressing the executive board and participating in debate.  For example, it is quite common for Boards to have a segment in the meeting for non-board members to address the board or to permit a non-board member to raise an issue with the board.  That is not the same as being able to participate in debate.

21 minutes ago, Daniel H. Honemann said:

Nothing which you have posted so far indicates that the board can require the Nominating Committee to release its report prior to the Annual Meeting.

I agree that nothing in the bylaws indicates that the board can require the nominating committee to release its report prior to the annual meeting. However, I think they may REQUEST that the committee to do so, they simply cannot REQUIRE the committee to do so.

I don't see anything in the bylaws that prohibits the nominating committee from releasing its report voluntarily prior to the annual meeting. I don't even see anything that specifically requires that it be released AT the annual meeting. Is there anything that prohibits the nominating committee from voluntarily releasing its report prior to the annual meeting?

19 hours ago, destone said:

I chair an organization and some of our members attend, as allowed in our bylaws, the Executive Board meetings. Can those members, who are not on the Executive Board, speak in debate or make presentations in those meetings?

As has been clearly pointed out, they do not have the RIGHT to do so. However, by majority vote, guests may be allowed to speak at such a meeting. In order to participate in debate, the rules must first be suspended by a two-thirds vote to allow a guest to participate in debate.

Even if those these visitors are members of the society, they are not members of the body which is meeting and are therefore considered guests and non-members.

I see no problem with the appointment of the treasurer to chair the committee and with his relatively simultaneous verbal resignation from office as treasurer and with the board accepting / approving all of this at one time at that meeting.

It gets trickier when we talk about the appointment of someone to fill the vacancy in the office of treasurer. I agree that it appears notice should have been given to the full board before filling this vacancy. Perhaps that is waived if all board members were in attendance and no one objected or raised a point of order.

We haven't seen the bylaws, but I doubt that the executive committee has the authority to select a new Treasurer to fill the vacancy.  Since the board appears to meet only once every three months and the next meeting is in April, this does create a bit of a problem.

However, since the executive committee has the authority to take emergency action, perhaps it could appoint someone to serve unofficially as acting Treasurer or to  make deposits,   balance the checkbook  and write checks  until  such time as the board selects a Treasurer to fill the vacancy.

I realize there can't be an official acting Treasurer unless it's authorized in the by-laws, so perhaps rather than calling this interim person acting Treasurer he should be called acting Keeper of the books.  Or assistant to the non-existing treasurer. I don't know. The point is that somebody needs to keep up with paying the bills until the new Treasurer is selected.

If the person who was prematurely selected Treasurer at the board meeting is popular and is extremely likely to be selected again at the next board meeting, perhaps it is best for everyone to just assume that he is, for lack of a better term, the acting treasurer and then let the board confirm the appointment, with notice, at its next meeting.

However, this person has not been properly selected as treasurer and therefore, even though he might have the right to make deposits, keep the books, and write checks, he is not truly an officer with voting rights until his appointment is ratified or made again by the full board.

12 minutes ago, Ken said:

7. If an elected officer or Board member resigns or otherwise is unable to fulfill his/her position responsibilities, the remaining members of the Board of Directors shall have the authority to appoint a successor to serve out the term of that officer or Board member. They shall also have the authority to leave the position vacant until the next general election.

Then that is your answer. If the board selected them, they are legitimate numbers and may vote regardless of whatever title the president wants to give them. However, if the president appointed them without board approval, they are not board members and may not vote regardless of whatever title the president wants to give them