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Spencer

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  1. Thank you for your prompt response and concise guidance.
  2. Our Board has taken a keen interest in our Strategic Planning Committee which I chair. In addition to the Board members already on the Committee, all remaining Directors plan to attend the next Committee meeting. Typically, the Committee will propose motions to be voted on by the full Board at their next regular monthly meeting. If the full Board is present at a Committee meeting, can a vote be taken during that meeting and be binding just as it would if the vote had been taken at the regular Board meeting? This scenario assumes the members of the Committee who are not Directors, would be excluded from the vote. If this would be a valid vote, any action taken would be recorded in the minutes of the Committee meeting. Would reference also need to be included in the minutes of the next regular Board meeting?
  3. Thank you for responding so promptly! Your comments will be passed on to our Bylaw Committee for consideration.
  4. Thank you very much, your help is appreciated!
  5. Thank you all for your counsel, it is very much appreciated. In the past when breaches of Robert's Rules have occurred and been brought before the Board, the retort is that Robert's Rules are only guidelines. The exact wording of our Bylaws states, "The current ROBERT'S RULES OF ORDER shall serve as a model for the procedures of meetings of Members, Managers, Directors and all Committees, where such rules are not in conflict with the Charter or Bylaws. It shall also serve as a guide for governance." Is the interpretation of some of the Directors correct that RR are only guidelines for our organization? Does the fault lie with the language in our Bylaws that it is not definitive enough? If not, how should it be strengthened?
  6. Our Bylaws call for the following officers: President, First VP, Second VP, Secretary and Treasurer. The Bylaws also state, "There may also be other positions designated by the Board of Directors, as needed." My questions are: 1. Can a Director hold more than one office, for example, the same person as President and Treasurer? Is there a risk to the organization with this situation? 2. If the Director currently in the position of President is voted out of office, but not off the Board, it is being assumed that the First VP will take over until an election is conducted for a new President. Are we making the correct assumption? The Bylaws state, "The First Vice-President shall, in the absence or disability of the President, perform all the duties of the President, and when so doing shall have all the powers, and be subject to the same restrictions as the President." 3. If two Directors want to share the responsibilities of President, can the office of Co-President be adopted without a change to the Bylaws given the statement that other positions may be designated by the Board as needed? Thank you for your help!
  7. Each year, one-third of our nine-member Board seats are up for election. A panel of election judges count the secret ballots, determine what constitutes a majority, then determine which candidates received a majority of votes to be elected. Our most recent election resulted in only two candidates receiving a majority of votes. The remaining four candidates were ranked by number of votes received and a majority of the Board decided to switch to the plurality method to fill the third remaining seat. They did this to avoid the time and expense of mailing ballots a second time to our 400+ members for the one remaining seat. A month later when the new Board was electing officers to serve for the coming year, no candidate for President received a majority of votes, and again the Board used the plurality method, and gave the office to the candidate receiving the highest number of votes (4). The Bylaws do not specifically state elections shall be won by a majority of votes, but it is stated that Robert's Rules of Order shall serve as a model for the procedures of meetings and as a guide for governance. From what I've read, RR always calls for a majority in an election. My questions are: 1. What dangers might be encountered in using plurality? 2. If the President was elected by plurality having received only 4 votes out of nine (or ten, see Question 3), how many votes are needed to remove the President from the office? The Bylaws state a vote of six Directors is necessary to remove a Director, but is silent on how many votes are needed to remove a Director from an Officer position. 3. The Bylaws state that "The Executive Director shall be an ex-officio member of the Board and Committees." Is it correct that an ex-officio member may vote in all elections and on motions? If not, what are the exclusions? What might be the purpose of making the ED an ex-officio member? By allowing the ED to vote, it creates an even number that could result in a tie. The Board is forming a committee to review and update the Bylaws. Your recommendations would be appreciated as we hope to avoid future conflicts similar to what is mentioned above.
  8. I'm on the Nominating Committee to select qualified persons for our upcoming annual election to fill 3 Board seats. The election will be held by ballot mailed to every member (380+). My understanding of RR is that if a nomination is made from the floor, the person nominated must be included on the ballot. Due to COVID-19, our quarterly General Membership meetings have been suspended, thus there was no opportunity for nominations from the floor. Consequently, a handful of members contacted the office, saying they wanted to run for a Board seat. We regarded these as "nominations from the floor" and included each individual on the ballot along with those members recommended by the Nominating Committee. The list of candidates was approved by the Board. Soon after the ballots were mailed, information came to light about one of the candidates (a nomination from the floor) that shows a blatant disregard for the interests of the organization. May the Nominating Committee make a motion to the Board to disqualify this candidate? Our Board continues to meet in-person and transact business. The ballots will not be counted until October and there is a good possibility the candidate will receive a winning number of votes. Is it correct that if the motion passes and the candidate is disqualified, any votes for the candidate would not be counted? Or is it better to let the ballot process be completed and if the candidate is successful, to then pursue expulsion based on the requirements of our Bylaws?
  9. Thank you, jstackpo. I thought our Board issue was so similar it would not warrant a new post. However, I will post anew next time. Appreciate all the comments and advice!
  10. The situation described by Jj&t is also happening on our Board and has created a fiasco I'm at a loss as to how to correct as it involves an employee's annual contract. The President was not pleased that a majority voted to restructure the management staff and rejected his proposal for the renewal of an employee's contract. So two weeks later, he drafted a new, very similar proposal, surreptitiously contacted certain Directors convincing them to vote in favor of his new proposal, then called a Special Meeting when three Directors were unavailable, and called a vote which passed by a majority. I voted against the new motion and pointed out it contradicted the previous motion that had passed and that had not been rescinded. His response was that the new majority vote in favor of his motion overrides the previous vote. I recommended he not give the employee the new contract because the absent Directors would be opposed and will be calling for a new vote. He ignored the recommendation and the employee signed the new agreement. The majority of the Board regrets supporting the President's motion, and it's unfortunate the employee will be impacted, but I believe it's in the best interest of the company to put forth a motion to rescind her contract. I believe it will pass.
  11. Our 9-member Board is currently on a rotation where each Director is in office for three years, and thus three seats are up for election each year. A month ago elections were held to fill the three vacancies that will be effective January 2020. The Bylaws Committee just began meeting and is going to propose to change the number of Directors from 9 to 7. If the proposal is approved, what is the proper protocol to implement the reduced Board size? Do we have to wait a full year until three vacancies result from our existing policy? Do we ask the nine Directors if two of them are willing to step down in January (we may be able to find two agreeable persons)? If we want to implement the reduced Board size in January and have no volunteers to step down, does the Board or the President decide who must step down? Is the decision based on seniority? Do we vote by secret ballot? Our Bylaws require any proposed changes be approved by a majority of the Board and presented to the General membership for ratification. Any recommendations would be appreciated.
  12. Our Board presides over our general membership meetings. Some members claim we cannot count Board members to establish the required quorum. My interpretation is that the Directors of the Board are members and should be counted toward the quorum. Is this correct?
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