Karen W

Thank you! My organization is having the same issue. Directors are nominated and chosen by ballot (not at a meeting) then announced at the annual meeting, which of course was cancelled. We have an unopposed slate, and the board is empowered to fill empty positions until the next election, but I would prefer to send the ballots now and have them duly elected. Otherwise, if they fill the position until the next election, all seven directors will have to be chosen on one ballot. Our constitution states a specific date that ballots are due, but they were never sent at all this spring. I believe we could still send the electronic ballots the way we normally send them and thus have the election, just late. Thoughts?

Thank you, Chris. The CB&L does not specify that other duties may be imposed by the membership or the board. I just read all 20 pages again this morning.... I have been reading it ad nauseum since September.... The amendment process for the CB&L requires that a proposed amendment be submitted 60 days prior to the annual meeting. This 'requirement' arose due to membership distrust at the annual meeting and was not a properly submitted amendment to CB&L. I need to check Oklahoma Law, the only place I have not checked.

I find myself as the unexpected board member and treasurer of a tax exempt organization (livestock breed association). The previous treasurer quit after being harangued constantly by a member about his not producing "monthly warrant reports" . In the CB&L, the treasurer's duties are enumerated and one section states: "The Treasurer shall make (at a minimum) a quarterly Profit & Loss Statement, Statement of Cash Flow, and Trial Balances to the Board of Directors. These reports shall be available to Association members." Other duties include submitting an annual budget, annual audit, receiving and disbursing all moneys, being custodian of the funds. Seven years ago, at an annual members meeting, a resolution was passed 'requiring' the Treasurer to submit a 'monthly warrant request' to include all expenditures to be paid that month, such information available to the membership upon request. This was not an amendment to the C&BL, but a motion by the membership at the annual meeting in 2011. Since then, the treasurer from that time prepared this warrant report. After the annual meeting in 2017, the long-serving board members who followed this 'resolution' quit, leaving a new treasurer without guidance. He quit this week from frustration and now I must clean up everything. Question: Is this 'monthly warrant report' enforceable on the treasurer, or would it more properly be instituted via amendment to the C&BL? I am trying to do the right thing in this case. We have our annual meeting in June and there is time for members to submit proposed amendments. Thank you in advance.

per bylaws, the Registrar is also the chair of the registration committee, if that matters

I mistyped above. The Registrar is APPOINTED according to the c&bl

No, the c&bl is silent. This is an animal breed association and the duties of the Registrar are significant. The Registrar handles all DNA requests, answers all questions from members, chairs the Registration committee, and is responsible for supervising the Registry Manager (a paid position, also selected by the board). The Registrar is a voluntary position. Because of the knowledge and responsibility, the Registrar typically stays on board. The past several years, the person was selected each year at the initial new board meeting as specified in the c&bl. The last Registrar resigned in June at the last annual meeting and the current Registrar was selected. In a non-related note, the Registrar is also the Alternate Director. oy

Small, non-profit board has a president who wishes to remove the Registrar and confusion exists. In Const/Bylaws, Article-Board of Directors, enumerates that there are seven board members duly elected for two year terms. The President is selected by the membership. The VP, Secretary, and Treasurer are selected by the Board of Directors. The person with the highest number of votes who is not chosen for the board is an alternate director. The alternate director explicitly cannot vote. In later section of the Article, it lists the duties of the officers, but includes a FIFTH person, the Registrar. It notes that the Registrar is selected by the Board, just like the VP/Sec/Treas, but the Registrar is not required to be a board director. If not a board member, then "If a member appointed, the Registrar shall have no rights of an elected director and shall be considered an "Advisor to the Board of Directors."" Removal of "Officers" is covered under the Disciplinary Article, but the question of the board is whether the current Registrar, who is NOT a current Director (she is the Alternate Director) can be removed by a vote of the Board, or whether the disciplinary procedures must be followed. The confusion arises because the section listing the Officers does not include the Registrar, yet the section listing the duties of Officers does. Clarifying this ambiguity is on my list of proposed amendments next June, but what is the proper procedure today? I am the Parliamentarian chosen by the board to attend meetings and offer advice. I am not a Director. I informed the President that I felt that removal of the Registar would require that he follow Disciplinary Procedures and not just a 2/3 vote of the board. Thank you for your input.