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Everything posted by Atul Kapur
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If you need to make up categories to record ("absent" and "abstain" aren't required) why not just create a new one called "Recused"?
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Not under RONR (see quoted paragraph below, with emphasis added) - note also that the situation you describe probably doesn't fall under RONR's "direct personal or pecuniary interest." However, there may be legislated constraints on a member of the board. Check the laws of your jurisdiction. They, as well, may not apply to the situation described - check with a lawyer experienced in such law.
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Board member wants his opposition to a vote recorded
Atul Kapur replied to a topic in General Discussion
Some corporate statutes give a director the right to have their dissent recorded. If that doesn't apply to your organization, then see Mr. Elsman's response above. -
Most bylaws do not provide guidance for this situation but many corporate statutes do. If your organization is incorporated, look to the relevant law for your jurisdiction.
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It depends on the exact wording in your bylaws regarding the position. It is true that, once the president's resignation is accepted, that person is now the immediate past-president (IPP). In some organizations that would be enough to "push out" the previous IPP from the designated seat on the executive board. Other organizations have other constraints, such as requiring the president to serve their full term before being eligible to occupy the Past-President seat. If you share the relevant portions of your bylaws, you may get a more specific response.
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Unless I am misunderstanding something, I don't see how "this motion shall require a vote of ___ for adoption" could properly be divided from the other part of the main motion it is attached to. It cannot stand alone.
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Voting and then resigning before the end of the vote
Atul Kapur replied to a topic in General Discussion
I also find @Gregory Carlson's line of logic unpersuasive. The member was a member when the vote was cast. There is a world of difference between changing one's vote and having it deemed not to have been validly cast when it was made. In the OP's situation, many organizations that have voting over multiple days - and especially when voting is done by mail or electronically - set a date of record, so that members as of that date are eligible to vote. Since Guest ALF's group did not do that in advance, I recommend that if the question arises, they designate the day the polls opened as the date of record. And in the future make it explicit ahead of time. -
Proper form to adjourn to meet at the call of the chair
Atul Kapur replied to a topic in General Discussion
I am saying that the motion in question does no such thing. -
I agree that the board's authority is exclusive. Say that a motion to disqualify a member is made at a membership meeting. Even if it is adopted, the requirement in the bylaws has not been met.
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Proper form to adjourn to meet at the call of the chair
Atul Kapur replied to a topic in General Discussion
I just quoted your words, but let's leave that be. Your line of argument appears to be that the assembly cannot impose any constraint on "call of the chair" beyond that which is already in RONR (the next regular meeting). There is nothing in the book to suggest, much less support, this assertion. This is a constraint, not a contradiction. -
Proper form to adjourn to meet at the call of the chair
Atul Kapur replied to a topic in General Discussion
I agree with @TJM and @Josh Martin that the assembly is entirely within its authority to put a constraint on the call of the chair. As has been stated by at least one member of the authorship team on this forum, the book does not contain every possible example. -
What is the proper way to introduce a statement or written passage into the minutes? For example, I would like to open a special meeting that I have called, by reading our mission and purpose as quoted from our bylaws and have it captured in the minutes.
Atul Kapur replied to a topic in General Discussion
Under RONR, the minutes record what was done, not what was said. This is one of the reasons that meetings conducted under RONR are more efficient than those of the US Congress. However, RONR (12th ed.) 48:3 states "a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting." But be careful, as once you start this, it may start a stampede of others trying to do the same. -
When is your next meeting, which is where the proposed amendment will be moved and considered? If it occurs before January 31, then the oral notice is sufficient if there was quorum at the October meeting. See 10:44-51, particularly 10:44 and 10:47-50 regarding how to give notice orally. How do your governing documents define quorum for your membership meetings?
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Since this is an RONR forum, I can tell tou that RONR has no rule on this. Check if your group has rules on the election process and whether they give guidance.
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Proper form to adjourn to meet at the call of the chair
Atul Kapur replied to a topic in General Discussion
Do your bylaws require that notice can only be given at the annual meeting? If not, notice can also be given in the call to the annual meeting: See 10:44 - 10:51 particularly the the first and last paragraphs. -
If you are a 501(anything) then you are almost certainly incorporated and have Arricles of Incorporation somewhere, and most likely a constitution and/or bylaws. Start by looking for those. The government will have a copy, but you have to know which government you're incorporated in.
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Check the laws that apply to your school board about notice, then your bylaws and other rules.
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Is your organization incorporated?
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This forum encourages you to start a new thread for your question. That being said, these are two separate meetings of different bodies, so each would need to choose their pro tem person separately. They may very well choose the same person, but an appointment for one doesn't carry on to the next (as the appointment of a pro tem for the last board meeting doesn't carry on to the upcoming one).
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Eligibility to be elected to additional term as independent director
Atul Kapur replied to a topic in General Discussion
You could, informally, bring this potential error to the nominating committee’s attention prior to them making their decision and report. -
Agreed. Most of the school board bylaws that I have seen in this jurisdiction say that the vice chair presides over the CotW, rather than over closed meetings.
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This refers to school boards (aka Board of Trustees) in Canada and, more specifically, Ontario. Why? Because that's what the law governing them says. It was a specific answer to @Janis Arnold because I recall she is involved with a Canadian school board.