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Atul Kapur

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About Atul Kapur

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    PRP, CPP-T, formerly "Student"

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    Ottawa, Ontario, Canada

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  1. Usually, I've seen that the president announces the appointments and, unless there is an objection voiced, it is taken that these are approved by unanimous consent. If an objection is raised, then the president can assume a motion to approve the committee appointments. You may find 50:13(c) "nominations by the chair" helpful as it is very similar to the process you are describing. Regarding custom, see 2:25 which specifies its place in the hierarchy of rules.
  2. Quorum requirements cannot be waived. Not in a board. Not in a committee. Not in a train. Not in a plane. Not even if you have Green Eggs and Ham. Unless the bylaws say they can be waived, and you tell us yours don't. If your bylaws or superior rules say that some members cannot vote because of a conflict of interest, then they should also say how those conflicted members affect the quorum.
  3. The board chair presides over the board meeting. If the committee chair makes a motion on behalf of the committee, then it is treated as any other motion and the presiding officer presides over the debate and vote. It is a common error to have the committee chair preside over that motion. If the motion comes from a committee, it does not need to be seconded.
  4. It sounds like a point of order would be appropriate, along the lines of 23:8, remedy for inclusion of improper votes.
  5. Tl;dr: The needs of legislative bodies are significantly different from those of ordinary voluntary associations and non profit corporations.
  6. I have never seen these as rights. Rather, I see these as the assembly delegating its authority to the presiding officer, whether that person is a member or not. So I do not think that they mirror the duties of the chair but actually are duties rather than rights. I may agree with the concept, but not with this example.
  7. Can we step back a bit? Depending on the wording of the original motion to hire the CEO, I am not certain that an amendment of the contract necessarily requires an amendment of that motion. The motion to hire the CEO is not necessarily one that has continuing effect; it may have been completely executed when the CEO was hired. In that case, the extension would be a new main motion, even if it's in the form of an amendment to the original contract.
  8. As stated by others, Robert's Rules of Order Newly Revised makes no mention of a "material change." I have seen the term mentioned in some corporate statutes, with a requirement for a higher vote than a majority. You mention that you found no mention in your rules or bylaws; I suggest you look at the statutes that apply to your organization. Usually, I have seen that they require a 2/3 vote. This is different from 66% and means at least 2/3. So, for example if you have 100 votes, then it would take 67 votes to meet the 2/3 threshold as 66 less than 2/3 of 100 (66.6666....).
  9. As I said earlier, I disagree completely with this. Once the written notices of resignations are received, the board members are free to start the process to fill the upcoming vacancies. And, based on this non-lawyer's interpretation of what you've provided above, one board member is not quorum. As I suspected, this means a majority of the number of director positions rather than the number of actual bodies in those positions. So the one remaining member of the board will not satisfy the quorum requirement (again, I am not a lawyer so you should advise the organization to have a l
  10. The two representatives of the new club are members of the board and have the same rights as any other member of the board, including to speak and vote on items of business.
  11. It sounds like you are reading this to mean that they have to wait until the resignation is effective in order to set the special meeting. I do not read this to say that. The current board of directors can, as of today, set up a special meeting (or a special election if they are able to do the election outside of a meeting). I would also check to see what the statute says about quorum for the board of directors. I have seen corporate statutes that define quorum based on the the number of positions rather than the number of members, and then put in provisions about what to do if the number
  12. I agree, of course. Seconding the motion is a one-time step that allows it to be processed all the way through to disposition.
  13. I would put it the other way: That's the only thing a second is for; it is to determine if more than one person wants the item to be discussed.
  14. To be clear, you cannot change the wording of a motion that was passed by changing the minutes. If the minutes accurately record the motion as it was stated, in this case repeatedly stated, and voted upon, then they should not be changed. The minutes approval is not a way to "rewrite history". The minutes approval process is just to ensure that the minutes are accurate. I know this is what Mr. Brown meant, but the way it was worded left the possibility of misinterpretation. if the president does not like the motion that was passed, the president is free to try to "fix" it at a future mee
  15. All of this theoretical comment is irrelevant to the OP, where we are told and the question posed was
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