Atul Kapur

You answered your own question in your first sentence. I don't see that your bylaws give you any leeway or reason to think that "All decisions" means anything other than all decisions. So, yes: and, regarding Suspend the Rules, yes: Yes, the bylaws would change that.

Duplicate post

Yes. FWIW*, I'm inclined more to Camp B's position after reading the quote. * it's not worth much because it's up to your body to interpret your language

Interpretation of ambiguous bylaws must be done by your organization itself. That being said, it depends on exactly what your governing documents say about the disbanding of the affiliate. If you quote those exact articles, some on the Forum may give you an opinion. By the way, unless your governing documents say otherwise the decisions taken at the meeting take effect immediately, not at the end of the current meeting. Both camps are inaccurate when they refer to the end of the current meeting as the time when actions become effective.

I suggest that this group keep separate minutes for each role that they are playing (eg: building authority, reinvestment agency, special service district, etc). The idea is to keep clear what hat they are wearing and what authority they are claiming when they take certain decisions. The council seems to recognize that it is not doing all of these things as the council - otherwise they would just do it in one meeting - so it would be best if the minutes reflected that. This will also make it easier to find the decisions that this group took in the future. I agree with you that recessing the council meeting is preferable to having several adjourned meetings in one day.

Your statement is a bit unclear and I don't want to assume. Are the Board of Trustees trying to have a vote without allowing the opportunity to move any amendments? If that is the case, then GWCtoD is correct. If they want to have a vote without any debate as well as no amendments, then Mr. Mervosh is correct. Otherwise, you are describing the standard way to consider a revision. There will be one motion to adopt the revised bylaws. RONR says this should be dealt with seriatim, one section at a time, with the opportunity to amend each section as it comes up. After the seriatim consideration, the revision is open to any amendments anywhere in the document. And, finally, there is one vote on the revision (with any amendments that have been adopted).

Thankfully, Mr. Miller posted this as a new topic before being called to order by the moderators.

The Secretary. If the organization has such a custom, the President may also sign.

So, to recap, based on what you have told us, the parts of the bylaws you've quoted, and RONR: some members of the Board want you removed as President. You stated These conference calls were not proper meetings of The Board. These were informal conversations where a group was discussing things (We assume they were discussing strategy and tactics to cause your removal). Some people have told you they want you to resign and threatened that they would move to have you removed if you do not resign. If they want to go ahead, then they need to move a motion for your removal. They can wait to do that at the next or any regular board meeting. Or they can require you to call a special meeting by having 2 of them send you a written request to call one (or send the request to the secretary). That request should include the purpose of the special meeting (ie: they need to specify that they will make a motion for your removal at the special meeting). If they make the motion at a regular meeting, on the other hand, they do not have an obligation to give notice. In either case (whether it is at a regular or special board meeting), the motion, to be adopted, requires a majority of your board's entire membership to vote in the affirmative, even if some are absent and/or some abstain.

Keep looking. And don't limit your search to "special meetings". There should be a provision or sentence or paragraph that talks about meetings of the board of directors. It may not specify regular meetings versus special meetings but that is the provision that you were looking for.

Yes, I saw that But it only covers the notice required for a special meeting of the Board. I suggest you look again through your bylaws for information regarding who and how a special meeting of the Board is called. I would start with the Article dealing with the Board of Directors.

Assuming that you are a member of the Board, as well as an officer (President), then you are entitled to receive notice of all board meetings. Anything the others did on conference calls without giving you notice were informal discussions, not proper meetings. So they cannot make decisions or pass motions, as the board, at them. They could, informally, decide that at the next board meeting they will start this process to remove you. 1) Based on what you've told us, the Board can remove you, but not on a Majority Vote (majority of votes cast) but by a vote of the Majority of the entire Board of Directors. As an example of the difference: if your Board has 11 directors, there will have to be at least 6 votes in favour, no matter how many total votes are cast. A vote of 5-3 with three abstentions is a Majority Vote but not a Majority of the entire Board of Directors. Whether the statements are unfounded or petty will be something for each board member to decide when they vote. You should seek to speak in your own defense when the motion comes up. I can't answer questions two and three because you have not quoted your bylaw provisions regarding special meetings of the board. You've quoted the provisions for special meetings of the membership. As I said earlier, every member of the board should be sent notice of a meeting of the board.

Or a properly equipped DeLorean capable of achieving 141.6 km/h (88mph)

And the approval of those minutes should be done in executive session. If an executive session is held just to approve minutes of a previous executive session, then those (very short) minutes can be approved before coming out of that executive session.

I agree with mr. Brown that I am not familiar with the term president at Large. I further agree that the answer to most of these questions will be found in your bylaws. While you're checking your bylaws about vacancies in the office of president, that should also be where you will find out whether someone is eligible to run for re-election to the same position and if there are any term limits. The general rule is that if someone serves more than half the term of office they are considered to have served for a term.

I would be surprised if the board, when they approve the budget, approved a salary for the acting executive director. They may have approved the salary for the executive director, but that is not the position to which this person is being appointed. Therefore, I believe the clarity of specifying the salary is a good thing as it will avoid confusion or arguments in the future. I see that the executive committee has already approved the salary, but it's not clear to me that they have the authority to make this decision rather than the full board.

It is called a serpentine count vote. It is a version of a counted vote. It is not specifically mentioned in RONR, but is valid. If your group is used to it (or it can be easily taught) it can be faster than the traditional counted vote.

The creation of committees should be described in your bylaws. That is, who gets to create them, name the members, and give them instructions. You should be able to find out from whoever created it what its purpose is. Is this governance committee acting as an Executive Board for your Society or do you already have one of those?

Interesting. Yes, we are getting into hypotheticals so you may not wish to respond, but I am curious about how you think a vote (or other procedures) would be allowed and still be in compliance with "automatically"? I thought that if there was any wiggle room in this article it was with determining whether the person in question had provided "faithful" service, rather than "automatically."

Someone may say that the word "automatically" implies that there are other ways to become a life member. The reply to that should be to say that the word is there to indicate that no further action is required by the organization (for example, there does not need to be a vote). If there was intended to be any other way to become a life member, other than completing 25 years of faithful service, it should be explicitly listed in the bylaws. So I am agreeing with Mr. Brown and Mr. Katz but also trying to anticipate the next argument you may get. They cannot make someone a life member by suspending the bylaws. Creating a new way of making someone a life member would require an amendment to the bylaws.

When is your organization's next meeting? Where (or how) else would your organization announce the results? Do your rules provide for another way of announcing?

It's a term used to describe the concept that an assembly cannot be asked to deal with amendments it has already decided. "F. THE "SETTLED" RULE The time of the group should not be wasted by making it vote over and over again on the same thing. So once the group has voted on an amendment, that specific matter is considered settled.* If the group has voted down an amendment to add certain words, you cannot propose another amendment to add substantially the same words in the same place. For the same reason, if the group has adopted an amendment to insert certain words, a later amendment that would change just those words is not in order. However, it is sometimes possible to propose an amendment that takes "a bigger bite"—one that amends the main motion in a way that changes parts of the motion that have not previously been amended together with the words that were earlier inserted. The basic rule is that after the group has voted that certain words shall, or shall not, be part of a motion, you cannot offer another amendment that raises the same question of content and effect. Common sense is necessary to apply this principle from case to case. [RONR (11th ed.), p. 139, ll. 23–33.]"

Agreeing with Mr. Katz, I would also tend to be permissive. Since you say that you're following "Procedure in small boards", you could generalize from the bullet point on page 488: Informal discussion of a subject is permitted while no motion is pending.

I agree with Mr. Mervosh, on the substance of his opinion and his thought that Dr. Stackpole's opinion arises from a misreading. If I were presiding, I would rule the second try as out of order; making "a trust account" a "large trust account" is not substantially a new question compared to making "a trust fund" a "large trust fund". In other words, changing from trust fund to trust account does not, in my opinion, make it a new question. Whatever the ruling, the assembly can Appeal from the ruling of the chair.

So you've told us the bylaws provision for the term of office for Directors. There should be a similar provision for the term of office of the Officers. It is not automatic that someone has to be a director in order to be an officer, unless your bylaws specify that. Many bylaws also include language that the officers shall serve for a certain term "and/or until their successors are elected." If your bylaws have such language, then you still have officers. If your bylaws are silent on that and don't require your officers to be directors, then I don't see a problem with the motion that was passed at your general meeting. I am assuming that the executive committee you mention is made up of all the officers.