Debbie Bramer

If a board member has a conflict of interest on an issue, can the chair be passed to that board member to moderate so that the chair who needs to participate in the discussion can do so?

Thank you to all of you. You have pointed out some holes in our by-laws that haven't been required before. We will be addressing these asap.

You are correct, there is no specific bylaw wording stating that motions created and carried at a board level are considered approved until the General ratify them. Nominations & Elections 1. Board of Directors for the ensuing year shall take office as of November 1. is the only bylaw that applies directly to when their term begins. By-Laws The Board of Directors may pass By-Laws or By-Law amendments, repeals, or reenactments, not contrary to law or to the Festivals Letter Patent or supplementary Letters Patent at any time. Every By-Law, or By-Law amendment, repeal, or reenactment shall require confirmation with or without amendment at a Membership meeting duly called for that purpose. The proportion of votes necessary for confirmation varies in different situations according to law, but in no case shall be less than a simple majority of the votes cast on a particular question. So due to the above By-Laws (the only place that specifies anything about by-laws) that would mean that the motion to leave the board governing is not a constitutional. Correct?

As I mentioned, the board has to take motions back to the General membership. There is nothing in the bylaws stating that they have that power.

This organizations is has incorporated members without shares, the board has to take all Constitution/Bylaw changes back to the General Membership. The question came up due to COVID and not being able to have an election meeting. It was discussed about holding it virtual but was turned down. One member suggested that we leave the incumbent board in until the 'emergency state' has been called off. Note we are in Ontario, Canada. It was stated that any motion that the board makes and carries, is considered to be approved until it goes to the General Membership for ratification. Is this true? We were under the impression that any motion made and carried by the Board does not go into effect until the General Membership approves it.