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  1. Contractor

    ex-officio

    Thank you, everything you have mentioned has been looked into, and I did not wish to mention the law on this site. No parliamentary authority has been adopted and there is no custom of looking into RONR. Judges use whatever resources they think is the best fit, that is understood. I have compensated several attorneys. and the bylaws are exactly that, a matter of interpretation. The question to "why would cumulative voting impact whether ex-officio on all committes means the board, is ALL committees by definition? The director must represent the shares of the company on the board. An exofficio could not be a director if it was plurality, as it would only apply to the two elected by the shareholders . Cumulative opens the door to an ex-officio with intent by definition "without appointment" by definition. In the matter of 2 directors, there is no quorum, but voting is passed by majority of the directors. If the ex-officio has been invited, "shall attend meetings of the board of directors" and that is know considered "may" by current law, and he is truly is a director of the body by exofficio with an invite to all committees as ex-officio then he would have a vote if a board is a committee by definition. The fact that it was mentioned that in 1915 RONR did define a board as a committee means I am not far off base. The fact that RONR has .49 Committees Classified into 2 distinct classes of committees which was posted above (1) board of directors.... which is from a RONR website is confusing since the internet was not around in 1915. Hell the first sentence starts out "Committees of this class" which brings me back to "member of all committees" and ex officio without an appointment, and I have an invite through the bylaws,....... I guess I still don't get it yet
  2. Contractor

    ex-officio

    I don't see the need to be insulting "reckon he gets it yet". So let's be clear, below are definitions that our US Supreme Court use to define what has been written, not what it should say, could say, or is presumed. My company has not adopted RONR. I have been asking for opinions from your organization and they have been provided. The confusion is the Law vs. Roberts Rules interpretation. Black’s Law Dictionary Definition of a Board--A committee of persons organized under authority of law in order to exercise certain authorities, have oversight or control of certain matters, or discharge certain functions of a magisterial, representative, or fiduciary character. The Black's Law Dictionary defines committee as--An individual or body to whom others have delegated or committed a particular duty, or who have taken on themselves to perform it in the expectation of their act being confirmed by the body they profess to represent or act for Blacks Law Dictionary-Definition Ex-officio From office; by virtue or the office; without any other warrant or appointment than that resulting from the holding of a particular office. Powers may be exercised by an officer which are not specifically conferred upon him, but are necessarily implied in his office; these are ex o/Jicio The shareholders elected the board of directors by cumulative voting. If they did not want there to be another director then it wudda, shudda, said elected by plurality. I am not presuming anything. I am narrowing down the facts of unamended poorly written bylaws as they currently stand.
  3. Contractor

    ex-officio

    Thank you, that's why I am asking if he is a member of the body, in which the only committee we have is a board of directors. If the President is a director and one director does not show up the President would create a board of two. I guess I am not asking what should be in the bylaws, but if ALL committees includes the board of directors that is an interpretation.
  4. Contractor

    ex-officio

    The way the definition makes it confusing is that if the bylaws are silent. For example, if your Bylaws are silent on the rights of ex-officio members and prescribe Robert’s Rules of Order Newly Revised (RONR) as your Parliamentary Authority, then an ex-officio committee member has all the rights (attending, making motions, speaking in debate, and voting) but none of the duties of other members (such as the duty to attend meetings). I understand the bylaws are lean, I just want to know how they stand up by definition. Such as a board of directors is a committee and ex officio of all committees is what is stated. I have no way to amend any bylaws and I am trying to work with what I have, since no committees were classified I read it as all committees. I did not write it, it's what I have, lol Committees Classified. A Committee is a body of one or more persons appointed or elected by an assembly or society to consider, or investigate, or take action in regard to, certain matters or subjects, or to do all of these things. Committees may be divided into two distinct classes: (1) Boards of Managers or Directors, Boards of Trustees, Executive Committees, etc. (2) Ordinary Committees, Special or Standing, and Committee of the Whole and its substitutes. These different kinds of committees are considered separately in the following five sections
  5. Contractor

    ex-officio

    Thank you for your time. I guess I am confused when I read the definition of ex-officio--legal definition-- Latin, From office.] By virtue of the characteristics inherent in the holding of a particular office without the need of specific authorization or appointment. [
  6. Contractor

    ex-officio

    I have entertained this before and would like to be certain. Section 22. "The President shall be chief executive officer and in the recess of the Board of Directors shall have the general control and management of its business and affairs, subject, however, to the regulations of the Board of Directors. He shall preside at all meetings of the shareholders and of the Board of Directors, and shall be a member ex-officio of all committees. He shall make annual reports showing the condition of the affairs of the company, and make such recommendations as he thinks proper, and submit the same to the annual meeting of the shareholders; and he shall always present to the Board of Directors such information touching the business and property of the company as may be required." Section 11. The business and propety of the company shall be managed by a board of two (2) DIRECTORS. (There are two directors elected by the shareholders) Section 15. The Board of Directors may MEET immediately after each annual meeting and so often in addition as necessary. Special meetings of the Board of Directors may be called at any time by the President. If the President shall neglect or refuse to call a special meeting when requested in writing by a director, then such a special meeting may be called by two directors. At any meeting at which a majority of the directors are present, any business may be transacted if approved by a majority of all of the directors. Question: Can this President vote in a Board of Director meeting? Question: Without amending Section 11. the President would be a 3rd vote in violation of section 11. So another question would be can the President then vote if one elected director does not show up, making the board TWO? Question: My last and final question is when ex-officio is member ex-officio of all committees, and the by-laws do not state which committee, is he a member of the Board of Directors by virtue of his office and ex-officio status, or does he have to appointed by the directors? All other by-laws, Articles of Incorporations, and State Statutes have been reviewed, and there are not any other restrictions against an ex-officio member to be found. Thank you for your time it is greatly appreciated.
  7. Contractor

    President ex-officio

    Section 12. The Board of Directors shall be elected by cumulative voting by the shareholders according to the laws of the state of incorporation. Section 13. Any vacancy shall be filled until the next election of directors by majority vote of the remaining directors.
  8. Contractor

    President ex-officio

    The bylaws are lean regarding the discussion of the board. Section 11. states "The business and property of the company shall be managed by a board of two (2) DIRECTORS. This is why I am asking whether the President has a vote, since that would be a 3rd ballot cast. It seems confusing that there would be a board of two and then state the President shall be a member ex-officio of all committees. Any thoughts?
  9. Contractor

    President ex-officio

    Below is the section of the President as it is written in the bylaws. I would like to make sure of the question does the President ex-officio have a right to vote in board meetings. From what I understand, the President has the right to vote, as the bylaws below are silent regarding this action. So as a member shouldn't the President have the right to vote? Robert's Rules states that "the ex-officio status is the intention to permit, not to require, him to act as a member of the various committees, and therefore in counting a quorum he should not be counted as a member." I have been consulting legal counsel and need to make sure whether the President may step in and vote if he wishes as the bylaw do not restrict this action. Section 22. The PRESIDENT shall be the chief executive officer and in the recess of the Board of Directors shall have the general control and management of its business and affairs, subject, however, to the regulations of the Board of Directors. He shall preside at all meetings of the shareholders and of the Board of Directors, and shall be a member ex-officio of all committees. He shall make annual reports showing the condition of the affairs of the company, and make such recommendations as he thinks proper, and submit the same to the annual meeting of the shareholders; and he shall always present to the Board of Directors such information touching the business and property of the company as may be required.
  10. Contractor

    By-Laws

    Thank you for your responses
  11. Contractor

    By-Laws

    One last thing, the bylaws also state "At any meeting at which a majority of the directors are present, any business may be transacted if approved by a majority of all directors. It does not specify Committee meetings it just says any meeting.
  12. Contractor

    By-Laws

    Further we do not have any commitees, so is a SPECIAL MEETING somewhere the President can vote?
  13. Contractor

    By-Laws

    I will try and simplify. Our Bylaws are very short and loose. Basically the bylaws mention meetings as Special Meetings that may be called at any time by the President. Shareholders and Directors must provide written request to the President to call a meeting. At any case maybe the below will make my question more clear. Shareholder 1 attends meeting and has One Vote- He is also the Vice President, but not ex-officio Shareholder 2 attends meeting and has One Vote--He is also the President ex-officio and gets one vote?--So the better question is this person voting twice and counts for two votes? Thanks for the help
  14. Contractor

    By-Laws

    The meeting would be a board meeting. Yes, the CEO is also an appointed director by the shareholders. The meeting would have both appointed directors who are also the President and Vice President. So as an appointed Director and also an ex-officio President that is required to attend in the by-laws does the President have a vote? The quorum is met by the two appointed directors. We are small with no special committees.
  15. Contractor

    By-Laws

    MY COMPANY HAS BY-LAWS FROM 1984. THE BY-LAWS STATE THE PRESIDENT AND CEO IS MEMBER EX-OFFICIO OF ALL COMMITTEES. THERE ARE NO RESTRICTIONS MENTIONED IN THE BY-LAWS REGARDING EX-OFFICIO AND NO OTHER MENTION OF EX-OFFICIO. THE BY-LAWS HAVE NEVER BEEN AMENDED AS WELL. THE QUESTION IS, IF A QUORUM HAS BEEN MET AND IS PRESENT DOES THE PRESIDENT HAVE A VOTE WITH THE OTHER DIRECTORS?
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