Anthony

I am having a hard time finding an attorney that handles this kind of thing in MIchigan. Anyone know of someone?

That is the case but how does the 3 proceed? Has it now become something the court must settle?

That is the case but how does the 3 proceed? Has it now become something the court must settle?

Thank you Josh. You have been extremely helpful!

Does the board need to amend his decision and if so, how can the board amend a decision the chair had not right to make? Or, do the three just send a follow-up email to the board stating the chair was not within his right to accept resignations and the three will resume their positions?

It seems that in my attempt to simplify this confusing situation I have muddied the waters even further. I will try to me more clear by laying out the timeline. In September there was a highly charged meeting were several members stated they were not happy with the way the Executive Committee was making all the decisions and the Executive Board of 44 were not allowed to participate. Nothing was brought before the Executive Board for a vote. Admittedly, the Executive Board members should have been more assertive but, in their defense, the Chair is an intimidating person and most just went along. Not wanting to continue battling with the Chair, the Vice Chair stood and stated that she was resigning. Additionally, the Membership Chair stood and expressed his disappointment and that he was resigning from his position as Membership Chair. A third Executive Board member stated he would leave if things continued along the same path. At no time during this meeting did anyone, including the Chair, make a motion to accept a resignation. The balance of the meeting was spent with different Executive Board members voicing their opinions and asking questions. The meeting was adjourned. The next day the Vice Chair, at the request of several members, rescinded her resignation. However the Chair stated he had already accepted her resignation. The Chair also stated he was accepting the resignation of the other two elected Board Members. Keep in mind that the Membership Chair simply resigned his Committee Chair position not his Board seat. The third accepted resignation never happened. It was simply this board member expressing his disappointment. Our bylaws do not address how resignations are to accepted. The Chair points to RONR to justify his actions but omits the substance of the rule. The Chair sends out an email to the body stating: None of the accepted resignations have been previously properly withdrawn. The official interpretations of Robert’s Rules of Order states a resignation “may be withdrawn in the same manner as any motion may be withdrawn”. RR 33:12 and RR 33:13 describe the process for a member to withdraw a motion. None of the accepted resignations have been previously properly withdrawn in accordance with RR 33;12 The Chair intentionally omits the substance of the rule. a resignation is a Request to Be Excused from a Duty. It “may be withdrawn in the same manner as any motion may be withdrawn”. —before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (12th ed.) 32:1–8, 33:12–18.] The Chair has now expressed to the Executive Board that because the "resignations" were not properly withdrawn, the Board can accept the resignations. However, instead of bringing it to the Board in a regular monthly meeting the Chair decides that the Executive Committee will act on behalf of the Board. Our bylaws state: Section 4: Executive Committee The term "Executive Committee" as used in this provision, and elsewhere in these bylaws, shall not be construed as interchangeable with the executive committee referenced in Article I Section 1. For the purposes of these bylaws, the Executive Committee shall refer to, and consist only of, the Board's four elected Officers. This Executive Committee shall have the authority to act on behalf of the Board in matters which preclude the Board from direct involvement due to matters of confidentiality or expediency but shall be accountable to the Board for its actions. On December 4th @ 10 o'clock at night the Secretary sends out an email vote to the 3 members of the Executive Committee (the Treasurer has resigned). Do you accept the resignation of the Vice Chair Yes or No Do you accept the resignation of Executive Board Member xxx Yes or No Do you accept the resignation of Executive Board Member xxxxx Yes or No The Chair and Secretary both vote yes The Vice Chair does not vote The Secretary then sends out an email to the body that the 3 resignations have been accepted via email using section 4 of the bylaws. The bylaws do not expand on what is expediency however the Chair would not call a meeting for over 90 days so there obviously was no reason to act on behalf of the Board when we simply could have taken a vote at an in-person meeting. The Chair did not want a meeting as the Board would have sided against his decision. but here we are told that the Chair unilaterally accepted resignations, and are provided with a snippet from the bylaws apparently referring to this committee's authority but ending with "but must be held accountable to the Board for his actions". Unfortunately, a "snippit" is really all there is to Section 4 regarding the Executive Committee's ability to act on behalf of the Board. I mistakenly used his when I should have said the Executive Committee which consisted of the Chair, Secretary and Vice Chair. Hopefully, the above explanation clears that up. In this layman's opinion: the chair deceitfully misled the Board when he stated 2 Executive Committee members resigned. The Board knows the two did not resign as they were at the meeting. the chair deceitfully misled the Board when he quoted RONR stating resignations were not withdrawn properly omitting the true definition. the chair deceitfully misled the Board when he said the Executive Committee must act for the Board in the name of expediency and then not hold a meeting for 90 days. Now the Chair is doing everything through email voting stating members that may not be able to attend in-person meetings will have access to vote electronically.

Thank you for your quick response. Can the 3 board members that were illegally removed by the Chair be able to vote to overturn the Chairs decision?

The Chair removed 3 Board members stating the three had resigned and he was accepting their resignation per our bylaws which allow the 4 Committee members to act on behalf of the board "in matters that require expediency, but must be held accountable to the Board for his actions". At the January 25th in-person meeting it was noted under "unfinished business" that the 3 members had been removed on December 4th by the Chair and Secretary by a 2-0 vote (Treasurer and Vice Chair did not vote) which took place via email @ 10 o'clock at night. In January they took an email vote to fill those vacancies (our bylaws allow email voting however this was the first time it was used). Our Executive Board accepted the new members in a roll call vote (not sure how a quorum works with email voting as our bylaws do not address it). The Board Members were unaware that the Chair and Secretary alone voted to accept non-existent resignation that should have been brought before them for a vote. Now, the Board Members want to amend the Chairs decision to circumvent the Board. Is this still possible being as new Board Members were voted in to those "open seats"?

We have exhausted all of our options and are now looking for a lawyer. Does the court have any say in a County Party organization?

Some board members have decided to retain an attorney/parliamentarian. How is this person allowed to speak at a meeting when only members of the executive board are allowed to participate?

Gary, There was no need to be condescending. If my questions are not up to your standard of expertise, simply do not reply. Written in ink and English on the page? Really?

Well it seems my ignorance has run it's course I want to thank you all for the patience and help. It may not seem like it but I have learned a lot.

Right now I would like to send out an email to 44 voting members while he is filling non existent positions. The Chair circumvented the process spelled out in our bylaws for removing members. Instead he and the secretary alone removed members in the name of expediency. Please vote to amend the Chair's decision x Yes xx No Can I do this?

Under Article IV Section 6 Actions without Meeting, the following method of voting electronically is put forward via the committee of chairs. Committee of Chairs would be the 5 committees the chair is allowed to form ie finance, events, membership, etc. Those 5 chairs of that committee would form the Chair of Chairs committee. I don't see in the bylaws that they can put forward any method of voting be it electronic or "RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means." This is what I actually said at that time: "Voting by email is prohibited unless your bylaws specifically authorize it (see 45:56). 45:59 and 45:61, to which you refer, relate to voting by regular mail, and voting by this method must also be authorized in the bylaws (see 45:57)." Sorry, I didn't mean to misquote you. If the Chair illegally removes the 3 voting members then we can appeal at the next meeting or call a special meeting? Executive Committee member makes a motion to appeal the illegal removal of 3 executive committee members- 2nd - and then it goes to a vote? The Executive Committee votes and with a majority vote reverse the Chair's actions giving the three back their positions? Robert’s Rules (RR) 45:57 indicates that Vote by Mail (or email see RR 45:59) may be advantageous for important votes when a small fraction of the membership normally attend meetings. As this is the case, and because the last two meetings have not been orderly and have lasted longer than most members would prefer, an electronic version of voting is proposed here in accordance with RR 45:59. The Chair is misleading the Board when he makes this statement, correct? Of course, our bylaws give him the right to vote via email but it does not spell out the process. He uses the voting process in RR but would that apply to email voting if email voting is not allowed in RR? . No section in RONR authorizes absentee voting. See 45:56 Any reference to electronic voting in §45 refers to digital voting devices used at proper in-person meetings, and so the same quorum rules apply. Our bylaws: Any action requiring approval, including the election of regular members, may be taken without a meeting, via email or similar electronic means, provided a record of the decision and corresponding roll call is reflected under "Unfinished Business" in the minutes of the subsequent regular meeting.

If the chair will not have a meeting where a member can make a point of order, receive a second and then take it to the Board for a vote, can we send out an email making a motion to amend the Chairs decision to illegally remove the Board members without presenting the matter to the Board? x Amend Chairs decision to remove members xx Accept Chairs decision to remove members