Princess_Mayhem

No the bylaws do not state anything like that. My next question would be what if no one steps up to be elected for the positions? Do we just wait till December when regular elections are or do these positions need to be filled in a certain time frame?

Membership elects the officers and board at the same time. Members can choose to run for an officer position or a board position. Our Bylaws say nothing about filling vacancies.

Terms of office for said officers and board positions shall be from January 1 to December 31, and /or until their successors are elected or qualified. Past President doesn't have a defined position in the by-laws. As I stated in my original post all officers and board members are elected by membership. The proceedings of the association shall be governed by and conducted according to the latest edition of Roberts manual of Parliamentary rules.

We have a situation where the President and Vice president resigned at the same time along with the Past president. Board members and officers are voted in by membership at the end of the year. By-laws say officers shall consist of President, Vice president, secretary and treasurer. It also states that we shall have a board of directors of ten members, consisting of Pres, VP, Secretary, Treasurer, Past Pres, and 5 directors. my questions are this: How long do we have to re-elect for the president and vp position? If Past president is part of the 10 then how is that position filled? If no one steps up to take those positions what happens? If a board member steps up for the officer positions then new board members need to be elected, correct? Could the organization still go on with out those positions filled? By=Laws also state that a quorum for any purpose of the board of directors shall be 5, so technically we would still have a quorum with 3 gone.

Yes to clarify It is normally all board members and 2-3 active members at our regular general meetings. Board members consist of President, vice president, secretary, treasurer( when she shows up), 6 additional board members.

Thanks for all the info Josh. that does clear some things up. On the executive sessions: I thought executive sessions or meetings were for board members only not general membership. How can you keep sensitive information from circulating if you are allowing the whole membership in an executive session? If a vote is put into play to remove said officer, Is it 2/3 vote of those members present at time of meeting or does a ballot need to go out to current members? We never get but maybe 2 or 3 members at a meeting and we had about 80 members last year when officers are voted in but current only have about 20 that have renewed their dues.

That's why i feel this is very confusing because we almost have 2 different situations concerning the same officer. 1. I have an officer (treasurer) that wants to call out allegations of a "known abuser" towards them personally but doesn't want to share the name of the person or details in an executive session but in a public membership meeting. 2. The officer (treasurer) wants to keep saying that we are governed by Oregon state regulation because we are a non profit when he/she is the one who wanted brought up Roberts rules last year and when are By Laws clearly state we are to follow RRONR. So he/she is refusing to attend the executive meeting to deal with the allegation of known abuser. I don't feel like that needs to be brought up in a public forum without said accused is notified before hand so they can properly represent themselves.

You would be close. it was written by country urban folk.

I would say that it isn't all super clear and I have learned a lot but am also confused at the same time.

In our By Laws it is state, "The term of office for said officers and board positions shall be for one year, January 1-December 31 of that year, and/or until their successors are elected and qualified.

I guess I'm just a bit confused because if the officer is stating an allegation of a known abuser, per chapter XX, 63.2 that would fall under calling an executive meeting to find out information behind the allegation and being told who the allegation is against so we can notify said person so they can prepared to defend themselves on the allegation. But if the officer isnt willing to follow those rules she is hindering the RRONR process. So if Im hearing you correctly before we could proceed with the allegation concern we would have to bring up the wrongdoing of the officer, not following proper procedures, to the membership? And 95% of the time the only people present at the meetings are the board members and officers. Except the last few month the treasurer (accusing officer) has not been present because it is tax season so she has made herself unavailable to the club till after April 15th and unfortunately the rest of the board was OK with that when elections came about in December.

All officers are elected by the membership. Before it was presented Via Email to call a meeting to investigate the wrongdoings of an officer because she was going outside her duties as treasurer and sending out falsified 1099 tax documentation to a member. Even after all the fact finding that no 1099 should have been sent she still refused to amend said documentation so we had to pas that on to our CPA to take care of. We still have not received information from Treasurer that all proper documentation has been sent to CPA so they can complete our taxes. People on the board were upset because it was put out via email and they didn't think that was appropriate because they felt it should be kept off the internet. So no investigation happened because they felt it wasn't appropriate to call the meeting. I our By-Laws it does not state specifically what the board is allowed to do in this situation, but it does state that "the proceedings of the association shale be governed by and conducted according to the latest edition of Robert's Manual of Parliamentary Rules".

I read through this thank you. Part of the issue is I tried to go through the process of the removal of the officer earlier this year and Board decided to keep her on. Im not sure it will have a different outcome the second time around especially with the conflict of interest with said officer working with a couple of board members on their taxes.

Good Morning, I have quite the situation going on and could use some advise on where I stand on how I am utilizing RRONR and if as a board we need to get a lawyer involved. We are a non profit member group with a board. We have an office who is causing some unnecessary challenges. She has thrown out a serious allegation of one of our members is a "known abuser" towards this board member. Now this is the first time this has been brought up while they both have been apart of the club for that past few years. I take this matter very seriously but so I ,as president, wanted to call an executive meeting of board members only to get the details and facts before taking to the general meeting. The officer with the allegations wants to take it straight to the general meeting without stating who the "known abuser" and it could only be 1 of 2 people. Said officer is now declining the invite to the executive meeting because she does not feel it is within the laws by which we are governed by in our state. We have By-Laws and within those By-Laws it states that we are governed by Robert's Rules of order. So i need to know where I stand and what can I do? I feel there is also a conflict of interest between said officer and another board member because the officer is helping them with their taxes. So i feel that there could be a biased opinion. I feel like this officer is holding the board hostage if she isn't willing to follow the rules and i am just unsure on what my rights are as president.