John M

Yesterday one of our board members did something that greatly jeopardizes relationships with our key partners and the source of 90% of our funds, upwards of $2M annually. Our bylaws state to remove a board member requires ¾ of the board. This is not possible. The most we can get is 2/3 since we only have three board members because of recent attrition. We need to act fast so our partners see that we take this seriously. Do we have any options?

got it! thanks

So they remain in the room when we discuss their achievements/contributions/behavior over the prior term and whether or not we want to have them on the board for another term? Seems a bit awkward for both the candidate and other board members and I would be concerned about the ability to have an open/honest discussion with the person sitting at the same table.

I am board chair and have two members up for a second term and they have requested to be considered for a second term. Do I have both people leave the room and the remaining board members consider both in the same session? Or do we do one at a time, which would leave one of the candidates in the room voting on the other candidate. If one at a time, is there any logic to the order in which you would do this?

good points, thanks

I'm not sure if this is a Roberts Rules issue or a policy issue. If not appropriate here, please delete. I'm on a non profit board. We are increasing communication via email and are considering voting by email on some issues after changing bylaws to allow this. As I look at board member emails some are using personal email addresses, others their university address, and others their work/day job address. Given the need to insure availability and security of all formal board business/documents, is this an issue? Seems it would be better if everyone was given an email address using the non-profit domain so everything was accessible in the future, even after board members leave.

thanks!

thanks, very helpful. Luckily none of the motions were impacted by this one vote. Should her votes be removed from the minutes?

I joined a board mid-year and member terms seem to begin and end during all months of the year. Below is the only language in the bylaws about election of new Directors. From this I interpret that Directors are elected at the annual meeting and should have a term that begins and ends with the annual meeting. Is this a correct interpretation? If so, as a board can we agree to redefine all current terms to get in sync with annual meeting? It is also confusing to me that there is nothing in the bylaws about the actual process of applying and interviewing new directors. I had to apply and was interviewed, for others I've seen a few minute discussion about a friend of the Chair, then a vote. I would also like to see a formal process for second/third terms. It should not be automatic. I'd like to see a statement of interest with a summary of contributions in the prior term. Are these kinds of processes not typically in the bylaws? Sorry if these are not RONR specific questions. I just joined a few days ago and have already learned a lot by reading many of the threads. This is a great resource.

"Section 4.06. Term of Office. Each Director shall hold office for a term of three (3) years. Directors may be reelected for two (2) succeeding terms. Whenever a vacancy occurs in the membership of the Board because of death, resignation, removal, or inability to act, such vacancy may be filled by an appointee or appointees selected by a majority of the remaining members of the Board. Such appointee or appointees shall hold office during the unexpired term or terms of their predecessor or predecessors." No, bylaws do not say anything about serving until successor is selected. An additional question - if a term expires, does that a vacancy? From 4.06 above, I don't interpret that to be the case.

the term was 3 years. After being advised, she did not request a second term. We have not yet found a replacement.

The term of a board member expired in Oct. She attended several board meetings in November where she seconded a few motions and voted. I discovered this after the fact. - who is responsible for tracking board terms and who ultimately should have caught this? - what do we do about any motions she seconded or voted on? Are the motions now invalid? Should her attendance and votes be struck from the minutes, which have not yet been approved?