Joshua Katz

If you're going to enter executive session, you need to meet somewhere that you can exclude people from being able to hear you. That's not a rule in RONR, just a logistical fact.

So long, of course, as the coffee or fast food place will allow the committee to occupy a table for the length of the meeting. But I think this stands in need of some explanation: My guess is what is meant is that the president is an ex-officio member of all committees. Using the word "the" might be the source of confusion here, as it makes it sound like the president occupies some special position within the committee. All being an ex-officio member means is that a person is a member by virtue of an office held; they have no other special powers within the committee. There is, though, one exception: Of course, I agree that the meeting is not valid if there is no quorum present, but I'd add that the absence of the president, in these circumstances, cannot impact quorum since a president who is ex-officio a member of all committees does not count for quorum purposes in those committees.

What do your bylaws say about the President's term and this reorganizational meeting? According to RONR, officers take office when elected, so a new President will be elected at the annual meeting and will take office, so any meeting after that should be chaired by the new President. Do your bylaws require this approval of the elected officers at the organizational meeting, though? If so, then that is when they take office. So, this ultimately depends on your bylaws.

This is precisely why, in my opinion, absent a provision in some rule set explaining how the budget works, the motion to adopt the budget should explain what is being done.

Ultimately, only your organization can interpret this (subject to applicable laws since it is a corporation), but my personal opinion is that the amendment language pretty clearly requires 2/3 of all members, not all members present. But, given that the charter is a legal document, there may be applicable case law in your state interpreting it, and so it's best to consult with an attorney on this. Any applicable procedural law will take precedence over all else. On the SoS language, those offices often have standard forms, so I wouldn't read too much into what the approval letter says. Ultimately, you need to follow your rules, and your organization (not the SoS) interprets them - although the SoS interpretation should be persuasive. Ideally, you should amend the charter to remove this provision, since RONR suggests that Articles contain the minimum required by law - you could put the requirements to amend the bylaws into the bylaws. As to your last question, yes, interpretation should follow the principles of interpretation, and so far as they are known, the intentions of the voting body (i.e. how the voting body understood the wording) should be followed. But do you know the intent of the voting body in 1947? Also, it first remains to determine if the wording is, in fact, ambiguous. It doesn't look ambiguous to me, but I expect others will disagree.

This is not a parliamentary question, and I think figuring out what is best for the community would require knowledge of the community and the library. As such, I don't think we'll be of much help, unless someone here has been on a library board and has some experience with it.

Does director here mean board member, or a high-ranking staff member?

Unless your rules say otherwise, he can continue in both (assuming you follow your procedures for filling vacancies correctly). However, he will still have only one vote in board matters.

You know, I'm really starting to suspect that one of the following is correct: a) your bylaws contain multiple contradictions, ambiguities, and gaps b) your organization has woefully misunderstood and misapplied the bylaws Either way, if the organization is of sufficient size and has sufficient assets, maybe it's worth your while to hire a professional parliamentarian to look over your bylaws and sort this out. We're not going to be able to do it here. Both the American Institute of Parliamentarians and the National Association of Parliamentarians maintain referral lists. If the organization is too small or has too little money for this to be worth it (or if the board does not want to) it's likely you'll be best off working on a bylaw revision (perhaps with a committee to work on it) rather than trying to sort out this mess.

Yes, but what about them? I think you told us in a different thread that the officers are elected at the annual meeting, but this thread seems to suggest that they are elected by the board. Which am I misunderstanding?

In other words, the officers are elected by the board? In that case, how do they get onto the board? Does the outgoing board elect the new one?

I think this is the part we're trying to figure out about your rules. Would this person have the right to vote if he were not SAA? What is the voting body?

I agree with the others, primarily because neither the bylaws nor the motion specified what effect this budget was to have on the board. If it had, I'd probably still agree based on the board's powers under the bylaws.

The best is to elect it as a separate position.

What did the motion adopting the budget say? And what do the bylaws say about the board's spending authority to begin with?

It is crucial how exactly it says this. According to RONR, directors are officers, so when you say: My interpretation would be (personally, but again, only your organization can interpret your bylaws) that this includes all directors, hence includes your coaches. But that may not be correct if your bylaws define officers differently. Most likely, it creates an ambiguity only your organization can figure out. That your bylaws define officer differently is suggested by: C puzzles me. Should it say "unexpired term?" In any case, it refers to a term, so it's not completely consistent with the position having no term at all. But D is not consistent with the interpretation that A (and by implication, B ) applies to all directors, including coaches. In short, there probably is no interpretation of this provision which is completely consistent, and hence no clear answer to whether the appointee in your original post remains in office right through the February meeting or not. I'd suggest that your organization decide how this should work, and amend the bylaws to make it clear one way or the other. The other possibility, which I think is what was likely intended, is that coaches are really ex officio board members. But then it's not at all clear that the authorization to fill board vacancies permits replacing resigned, etc. coaches.

Well, Mr. Martin can speak for himself, but he said: This seems correct to me, but it also seems that the term may have ended, or may not, because I still don't understand your bylaws. Well, I think it's relatively clear that they don't need to be voted in to fill the unexpired portion of whatever the term may be, but your original question seemed to suggest that we're talking about continuing in office after a possible election date. Without more, I'd say you need to hold an election, but there is this added wrinkle of how the term works which I do not yet understand. Well, a term limit is different from a term. A term simply means how long they serve before being chosen again, so to speak, whereas a term limit limits the number of terms an individual person may serve. But, again, it sounds like your coaches are directors, and directors are officers, so I don't find those words helpful in this context. Presumably, somewhere in your bylaws it says that coaches are on the board. Can you quote that provision, as well as anything about how coaches are selected?

Okay, so, from your other post, it appears that coaches are a type of director. (Directors, by the way, are all officers, since director is a type of officer.) So now we know that, probably, the president had the power to fill the vacancy. But I still don't understand the "locked in" provision. Ordinarily, positions have terms of office. Do the bylaws specify that this one doesn't? I don't think anything in what Mr. Martin or I have said could be taken as answering your question or suggesting that no further action is required. My gut says that, in fact, action is needed, but that's just a gut reaction based on what I know so far. My fear is that this question is going to involve enough interlocking bylaw provisions that, as Mr. Martin suggests, saying anything intelligent about it will be hard for us (and it sounds like there are some ambiguities involved, making it a matter of bylaw interpretation which only your organization can do, ultimately). So I'm not sure how much further to go here, but I want to make clear that neither of us have suggested, as far as I can tell, that the answer is "do nothing."

This isn't really a parliamentary question, so all I can do is offer my personal advice, which comes from a slightly different context: hiring and firing. I'm assuming by 'sincere' you mean going through the person's faults one by one and explaining why you are replacing them. I would go with the first version. Your job is to fill the position, not mentor the person leaving in preparation for his next job.

I don't understand what this means. Can you show us the exact bylaw language please? Also, do your bylaws permit the President to appoint people to fill vacancies?

Agreeing with Mr. Honemann that anyone with the right to vote can vote for whomever he likes, what does the last part of this sentence mean? Note that, in any case, each person (unless your bylaws say otherwise) gets only one vote, regardless of how many hats he may wear.

Indeed.

Well, neither is quite right. The minutes of the executive board meetings certainly are inappropriate to read at the annual meeting; they should be approved by the executive board at its own meeting (and not by those who attended the meeting, but rather by the executive board, regardless of who was at the last meeting). No minutes should be read at a meeting of a different body. However, it also is not a good idea to let minutes go a year without approval. Therefore, the organization should adopt a special rule of order creating a minutes approval committee, or perhaps delegate to the board, the approval of the annual meeting minutes. If that is not done, then yes, the minutes of the prior annual meeting should be read and approved.

I don't know. To an extent, it's also silly to have candidates no one will vote for, and the organization may, for whatever reason, perhaps fears about strategic voting, want to declutter the ballot. I don't agree with it, but I can see it. I also suspect it's not nefarious, but to be fair, stock corporations are a prototypical example of boards having immense power, and the general membership very little. Even most activists are powerful because the board takes their calls, or because they can elect a board, rather than through votes at the shareholder meeting.

Maybe, but I'm not completely sure. The rule, of course, is that nominations do not require seconds (unless this bylaw passes) but it's unlikely, I think, that someone will win an election if there's no second for the nomination. Also, it's a "custom," so my guess is it developed from the most common source of customs like this: someone misunderstanding the rules, and everyone else listening, then pack behavior taking over. In any event, it is probably the body, not the board, which will need to approve this bylaw, so even if it's a power grab, it will be ratified by the members 😉