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Byron Baxter

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  1. The conflict described by Guest Zef points to the interpretation of the written words, while Mr. Kapur addresses a conflict regarding interpretation of intent. "with a 2/3 majority of voting members present at a meeting of the Assembly at which a quorum is present" "At which a Quorum is present" implies that quorum requirements have already been established in the bylaws. "With a 2/3 majority of voting members present at a meeting" would create a separate quorum requirement rather than a voting requirement for the action. The organization will have to interpret their own bylaws, but whether you agree with the points of Guest Zev or Mr. Kapur the bylaws should be amended so the language is clear and leaves no room for debate.
  2. There are established standards for removal in nonprofit corporations published by the American Bar Association. A good source for that information is "Guidebook for Directors of Nonprofit Corporations." It is available in paperback, but fairly expensive. Many of the behaviors that lead an organization to want to expel a member are listed in the book as having been litigated and lost. The number of legally qualifying reasons for removal is quite small. Keep in mind that the information is useful to have, but legal items go beyond the rules of order. If your nonprofit has a member attorney, you will be in good shape and this publication will arm the attorney with information on legal precedence.
  3. If a quorum is present, but there is no President or VP in attendance, couldn't another officer call the meeting to order and move a Chair Pro Tem be appointed?
  4. If the Board is created in the bylaws and authorized to establish both special and standing rules germane to its function, how would a conflicting special rule adopted by the general membership be resolved?
  5. I received this sage advice from an elder statesman of a board. Whenever a proposed action might conflict with the board's fiduciary responsibility, a roll call vote is in order. That provides a written record for members opposed to the action to use when an adopted action results in liability. Although legal aspects are not addressed in this forum, this correlation seems germane.
  6. Josh Martin's advice can be very useful. As a member of a nonprofit board that meets bi annually, there is a need for additional business to be conducted by electronic meetings and email vote. Ratifying as stated above makes the board's action official. Page 487
  7. Could you please refer me to the proper pages in RONR for consent agenda. This is being proposed for a non profit board who has adopted RONR. RONR addresses consent calendar, but that seems to apply to conventions. The Standard Code of Parliamentary Procedure addresses consent agenda on pages 220-221, but the board's parliamentary authority is RONR. The National Council of Nonprofits recommends consent agenda and publishes a three page document of explanation, but has no authority over the board. Thanks in advance.
  8. Could a member who voted on the prevailing side move for reconsideration?
  9. A main motion was made during New Business. It was neither controversial or contentious. After debate a member moved for a ballot vote. The assembly groaned with displeasure and the member held up his cell phone declaring that he can demand a ballot vote. "It says so right here on wikipedia!" The presiding officer ruled the motion dilatory and not in order. Did the presiding officer have the authority to rule the motion not in order or should the motion have been decided by majority vote of the assembly?
  10. It has been customary for the assembly to suspend the rules to expedite elections with multiple (6+) candidates. These elections are by ballot vote. "A candidate for any office shall be elected upon receiving a majority vote of those present and voting-a quorum being present. The number of ballots permitted shall be limited to one more than the number of candidates. With each round of voting, the candidate with the fewest number of votes will be dropped from subsequent ballots. In the event of a tie for the least number of votes, all of the candidates in that tied last position will be dropped from subsequent ballots, as long as two candidates remain. In the event of a tie for the least number of votes in which dropping all tied candidates would leave fewer than two candidates, that round of balloting would be repeated and none of the candidates would be dropped. This repeated ballot would not reduce the number of permitted ballots. When only two candidates remain, if no majority has been reached,each candidate-or his representative-may speak to the committee for three minutes before the next vote occurs." I am sure you can identify many flaws in this bylaw. Though improbable, it is possible that two candidates tie on the last ballot. The good news is that there is a recently appointed bylaw review committee working on amending the bylaws. Per the suggestion of Mr. Kapur, the opportunity to revise the bylaws and clarify the intent of organization is at hand. All of the suggestions and specific language posted will be forwarded to the review committee. Thank you all for your input. The bylaws are silent on write in candidates. The organization considers write in candidates a a right of membership under the parliamentary authority.
  11. This quote clarifies the problem. The bylaws do not state that the dropped candidate becomes ineligible. If the intent of the assembly is that the dropped candidates become ineligible, can this be accomplished by suspending the rules before voting and moving that they become ineligible when dropped from the subsequent ballot or must this be addressed as an amendment to the bylaws?
  12. RONR is the adopted authority. The bylaws state the following regarding elections: "In the event that a majority is not achieved, the candidate receiving the lowest vote total will be dropped from the subsequent ballot." Write in candidates are provided for on the first ballot. Our bylaws are silent on write in candidates on subsequent ballots. If a candidate received the lowest vote total and was dropped from the subsequent ballot, but received write in votes, are those legal votes, illegal votes, or non votes?
  13. Section 7. State Organizing Convention E. In the event that three or more candidates are nominated for the same single seat office, the convention may use multiple ballots or preference voting to choose officers. The State Party Central Committee shall certify the method of election. at least 6 months prior to the convention. The second sentence seems to be a conforming sentence to the first sentence. Is the certification of method contingent on three or more candidates having been nominated? The nomination process seems ambiguous. When does the nomination process begin and end in relation to the 6 months prior requirement for the State Central Committee's certification of the method?
  14. I have seen inserted text underlined, italicized, or in bold print. When a sentence has been struck and new text is inserted, is there a standard rule regarding differentiating the new text from the struck text?
  15. Posted 18 hours ago It is clear on page 508 that, once the person has been elected to membership, and been informed, it is not possible to rescind that election. It does work the same way with election to office. Page 508 of my edition deals with reports. Should I be referencing another edition for membership?
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