Dutchman

2 hours ago, Guest Who's Coming to Dinner said:

The easiest way to settle this is to ask the objecting party to show you where the bylaws require a board vote to approve a new Director Exempt.

The bylaws do not. Their argument was that all board action requires a board vote per Roberts

1 hour ago, Greg Goodwiller said:

Is there more to the provision than what you quoted? Your opening statement says that these Directors may "attend," but not "vote." The provision you provided says nothing about that - so until we hear a further description of what a "Director Exempt" is and means, I'm not sure we can say more. Rules can certainly be written in a way that requires no action (and vote) on the part of an assembly in order to become effective, so I concur with my colleague that the Director's determination can simply be recorded in the minutes, on the basis of what you have provided so far - although, as you noted at the start, that is a matter of the interpretation of your bylaws. 

Yes, the bylaws do speak further, subsections to what I previously submitted state the following...

A Director Exempt:
a. may attend any and all meetings of the Board of Directors, but without vote
b. may participate in any and all discussions of the Board of Directors
c. may serve without vote on any committees of the Board of Directors
d. may not hold elective office on the Board of Directors
e. shall not be held to attendance requirements as stated elsewhere in these By-Laws
f. shall receive all communications afforded to the Board of Directors.
 

14 minutes ago, g40 said:

The way I read the provision, it is not automatic because of the words "shall have the option". It may not require a vote, but it seems to me that such directors who wish to become a "director exempt" would need to so indicate and this be recorded in the minutes.

I agree the individual could decline or chose not to utilize the provision. I should have phrased better, does Roberts require a vote for the status to be implemented?

I will try to phrase this question so I don't receive too many "It's up to your organization to interpret your bylaws." Although I understand that may very well be the case.

Our bylaws allow for departing directors with a minimum time in office to move to a status that allows for attendance without vote. The bylaws read as follows...

"DIRECTOR EXEMPT. Any Director who has served two (2) or more full terms and wishes to remain active on the Board of Directors shall have the option of assuming the position of Director Exempt."

Personally I interpret this part of our bylaws to mean the action of moving to director exempt requires no vote or board action and is solely at the discretion of the person meeting these requirements. The Point of Order called suggested a board vote must be held for the person to become director exempt as it is an action and all actions require a vote. Does Roberts speak to this?

12 minutes ago, Daniel H. Honemann said:

As to this, nothing will help quite so much as a careful reading of Sections 23 and 24 in RONR (11th ed.) which deal with points of order and appeals. 

After doing this, if you have any questions as to what is said in those Sections, this is indeed the place to ask them.

thank you!

12 hours ago, J. J. said:

Dutchman, I think you be well advised to contact an attorney familiar with both the statute and the 11th edition of RONR to determine if proxy voting is permitted..   I think this goes beyond the scope of this board.

 

I would note, however, that there at least two reasonable opinions on if proxy voting is permitted.

I could not agree more with that. An attorney that represented the organization a year and a half ago gave an opinion that they were allowed. They no longer represent us and currently we don't have any legal representation. The chair is going against the prior opinion. Several members have sought their own attorneys for opinion. The meeting is tomorrow, at this point I just want us to conduct a proper meeting...

15 hours ago, Josh Martin said:

Well, there's a few options before it comes to that. See RONR, 11th ed., pgs. 650-653 for the appropriate procedures to use.

I would also note that the passage Mr. Mervosh cited was added fairly recently - I believe it was added in the 10th edition, which was published in 2000, so I do not think this particular provision was addressed in a court case in 1983. This is simply a fact, and is not intended to suggest a particular interpretation of New York State law.

Thank You. Indeed the RONR language change occurred after that case.

1 hour ago, Guest Who's Coming to Dinner said:

What you have missed is that someone will likely need to raise a point of order to kick off the whole process. That is, if the chair does not make an announcement about proxies (the email doesn't count) and simply disregards them during the vote, a point of order must be raised to force a ruling. There follows the appeal.

I wonder also if you are prepared to deal with a chair who ignores the point, or the appeal, or handles them improperly?

Yes to the prior, I am not sure we are prepared for the latter....I can see it happening and I am not sure what will happen in that scenario. Call it a day and go the courts?

4 hours ago, George Mervosh said:

"If the law under which an organization is incorporated allows proxy voting to be prohibited by a provision of the bylaws, the adoption of this book as parliamentary authority by prescription in the bylaws should be treated as sufficient provision to accomplish that result (cf. footnote, p. 580). "  RONR (11th ed.), p. 429

Whether this applies in your situation isn't clear to us since we don't provide legal interpretations.

Understood Azzi v Ryan 1983 seems to be the primary case law here in NYS regarding the passage you cite and the statute.

15 hours ago, J. J. said:

I would note that, if RONR is your parliamentary authority, either your bylaws or applicable statute would have to specifically authorize proxy voting. 

Yes the state we reside in has statute requiring proxies unless prohibited in the bylaws. There is also case law which addresses the issue on what constitutes "prohibited" as well as if the bylaws are silent. I think the law is settled but others vehemently disagree so we want to be prepared to do this correctly at the meeting.

15 minutes ago, Greg Goodwiller said:

Actually, the question then before the assembly is, "shall the ruling of the chair be sustained" - which means that those who are in favor of allowing proxies would speak against the motion, and those who are opposed to allowing proxies would speak in favor of the motion - since that is what the chair ruled.

That said, the motion that actually comes before the assembly is whatever the chair states as the motion. So just make sure you ask for clarity if you or anyone is confused.

You are correct that only the chair is allowed to speak twice in that debate (once at the beginning, and again at the end), and that if the chair allows someone to speak twice, a point of order may be raised.

Should the chair state her reason after uttering..."shall the ruling of the chair be sustained?" or should it go to the floor or is it her choice?

My organization (Association of 14,000 members) has an upcoming general membership meeting. The association also has a board, elected by the association with 24 BoD. Bylaws amendments are voted on by the entire association at the annual meeting which is scheduled shortly. The chair was made aware that numerous members had assigned and granted proxies for this meeting. The chair advised, out of session, via email, prior to the annual meeting, that she would be disallowing proxies. She believes our bylaws prohibit proxies. I am not asking for anyone to interpret our bylaws!!!! I know people hate that!!!!! The state that I live in has laws that speaks to this as well as some case law.

This issue is divisive within the membership and I would like to see us carry on at the meeting properly. I have read up on Appeal and am asking for procedural clarification.Members plan to submit their proxy forms even though they know they will be disallowed. The appeal will be crucial as it will immediately precede the vote on the bylaw amendments. Once the chair has made her ruling disallowing proxies, a  member should rise and say.."Madam. Chair, I appeal from the decision of the chair of the disallowing of proxy voting" There will be a second. Chair should say..."The question is, do our bylaws allow for proxy voting?" ...and then state her reason for disallowing them??? We then move to debate with each member allowed to speak only once??? The chair allowed to defend once again at the conclusion?????

What do i have wrong what have I missed? If people try to speak a second time a point of order is called? This is simply a majority vote?

Thank you all in advance. I find this forum so helpful.

My organization is wrestling with the same question at our annual meeting. The key passage in our bylaws is this..."The administration of the affairs of the Association shall be vested in the Board of Directors." Some have said the use of the word "administration" means the board members have exclusive rights other than bylaw passage and election of board members. Do other believe this sounds correct? (I understand my organization is the real decider)

19 minutes ago, Guest Who's Coming to Dinner said:

I hope it's not illegal or you'd all be hauled off to jail. 

RONR doesn't control communication outside a meeting, but anything you agree to by email must be ratified at a later meeting to become an official act of the board. In the meanwhile, members are acting on their own initiative and if things go wrong, they may be held personally responsible.

Agreed! The email goes beyond general communication and asks for an up or down vote on actions that require an expenditure. This is being done outside of a meeting and our bylaws do not allow for email voting.

On 1/12/2017 at 10:08 AM, Attajb said:

 

Yes we are in the same organization! Lol

I agree. I don't like the idea of the board presenting a slate but when I suggested that idea it was roundly rejected as " we have always done it this way" In the general election an association member can vote for 8 individual candidates. The slate is really just an endorsement. To vote for that slate you must check the box for each individual candidate. When the board votes on the slate, yes we must vote up or down on the slate as presented. I believe it always passes. Like I said 1/3 of board members are generally on that Slate so it requires a lot to vote it down.

Yes. That is what happens. A nominating committee recommends a slate to the board. The board debates the candidates on the slate, but ultimately votes on the slate. That slate is made public to the association as a whole and a general election is held. Others may request to be candidates and do but the board, I believe is essentially endorsing their slate. What really strikes me as odd is that 1/3 of the board is up for election each year, if all incumbents seek reelection it is improbable for the slate to be voted down by the board itself. If candidates for the Slate recused themselves or were prohibited from voting on the slate that would seem more appropriate to me. 

Thanks. Just for clarification I don't mean in a general election I mean in approval of a slate of candidates that includes themselves as well as others. I would have thought recusal but I am learning. 

procedure and conflict question. A non profit board that represents an association of several thousand members hold election for board seats every year. Board puts out a slate of recommended candidates each year yet any association member can request to be a candidate. A committee puts slate together, presents to fullboard for vote. Question: should board members be allowed to vote for the slate if their names are included on it? Not in general election of course just for approval of the slate. I thought those should recuse themselves. Thoughts please.