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Genesis

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  1. Thank you, Richard! Your advice is greatly appreciated!
  2. The Board uses a consent calendar to circumvent discussions on controversial issues. What are the parliamentary steps to opposing the use of a consent calendar?
  3. The board's draft version of its latest meeting minutes was distributed to the board for review. We have a custom of studying the previous meeting's minutes and other documents pertaining to what will be covered in advance of that meeting so that directors do not use valuable meeting time to read. A director did not attend the board meeting and did not provide a written report for the committee he heads. However, another director, the assistant chair of that committee, provided a verbal report. That report included actions taken by the absent director which were not approved by the board (board approval was required). To absolve himself from responsibility, the first director (the one who was absent) wants to amend the meeting minutes to reflect a committee report that makes others appear responsible for his actions. He will attend the upcoming board meeting. Is it proper for that absent director to amend the minutes of a meeting which he did not attend, even if it was just a committee report? What parliamentary action (motion) can be made to reverse the amendment?
  4. Thank you for your responses. I hope this helps to clarify: The Bylaws state that no director may vote on a motion in which he/she has a personal or pecuniary interest, from which I surmised that the named officers in the motion, whether one, two, or three officers, could be excluded from voting on the motion to remove them from their offices (not to remove them as directors). The bylaws also say that although directors are elected by the general assembly, however should a seat be vacated, the vacated seat can be filled by the vote of the majority of the remaining board even if a quorum is not achieved. And the director who fills a vacated seat holds that seat until the next election regardless of the length of the remaining term allocated to that seat; elections are held yearly, with directors serving staggered terms. I look forward to your further responses. Thank you!
  5. The nine directors must be members of the association. Directors are supposed to be elected by the association. However, some became directors when they replaced retiring or resigning directors. As successors to retiring or resigning directors, they were supposed to be elected by the board, but they were actually selected by the President who had control of the majority of the board and assured them of their election. As a result, they are "symbolic" directors who do not actively participate except to agree with the President and vote as he instructs them.
  6. We have a board of nine directors. The President displays his personal differences with some directors and makes disparaging (and false) remarks of them, even putting those statements in writing. He behaves similarly to members because of differences in opinion. Recently, the Vice President was discovered to be ineligible to be on the board and the Secretary vacated his seat due to multiple absences from meetings. But both remain on the board at the President’s insistence. They, with two other directors who fear retaliation and mistreatment, are also the President’s supporters and comprise the board majority. They make decisions outside of meetings, often by phone or email, excluding other directors from discussion or deliberation. Our bylaws state that directors’ terms “are for ___ years and until their respective successors have been elected.” The bylaws also state that, “Any officer may be removed either with or without cause by vote of a majority of the members of the Board and successor elected, at any regular meeting of the Board or any special meeting called for such purpose.” But RONR appears to require investigation and trial to remove those officers from office. Roughly half our members are unaware and/or apathetic so we will not be able have the necessary percentage to remove the three directors, just remove them from office. (1) Which rule is superior, the bylaws or RONR? (We would like to forego the time and expense of investigations and trial since the offenses have been obvious.) (2) Is it possible to put into one motion the removal of all three officers? Due to the “no conflict of interest clause” in the bylaws, the three would not be able to vote on that motion. (3) Do the successor officers have to be named in the same motion, or can the successors be named and voted upon in separate motions? (4) Do we have to have all three new officers or can just the President and Secretary’s offices be filled? (5) At what point can this motion be made? For instance, can a “point of order” be made immediately as soon as the meeting is called to order? While an agenda is provided in writing, it is customarily unapproved and we are able to add motions. We think that the two fearful directors may start acting independently if the current President was removed from office. Then, we might be able to have open discussions and fair decision making.
  7. Thank you George Mervosh, Richard Brown, and Atul Kapur for your kind assistance and guidance.
  8. There are members who cannot attend the annual meeting at which our annual election will occur but who want to be nominated as candidates. They have secured other members to nominate them from the floor. First of all, if there is nothing in our association's governing documents that prohibits nominations from the floor of absentee members, is this allowed under RONR? Next, must these nominations be seconded? Then, must these nominations from the floor be accepted by the absentee candidates? If these nominees have assigned proxies to other members, can those other members accept nominations on their behalf? After the election, there is an organizational meeting to determine our officers. Because directors and members are allowed to participate electronically in our meetings as long as they can all simultaneously hear and deliberate with the rest who are present, will the newly elected directors who are physically absent but are present electronically, be allowed under RONR to participate in the election of officers?
  9. Can you please direct me to where this is said in RONR?
  10. Thank you Richard, Joshua, and Hieu for your assistance and humor!
  11. At the start of the board meeting, the Chair makes his report. The meeting is open to the assembly. Often the report includes false or misleading information which cannot be supported by evidence or documentation whereas the correction can. Because there is no motion, what can I do to correct his statements? "Point of order" seems out of place at this point.
  12. Thank you Chris Harrison and Josh Martin for your kind assistance.
  13. What is Robert's Rule about legally dangerous board members (making representation as if he represents the board when he does not)? Or board members who make false statements to persuade? Can they be censored? The removal process is difficult and time consuming.
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