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  1. I see your point about a Master or even a Senior Warden, either or both not starting his service as Junior Warden is not therefore automatically a trustee. The trust instrument at first blush seems to provide that all three are automatically trustees, with the lodge bylaws even using the term "ex officio", and it has been presented to me by long-time "movers and shakers" within the lodge that these three officers of the lodge are automatically trustees per the trust terms, but I guess that is not the case. What set me off about what has been done was that when I brought it up, as the defensiveness about it creeped into the conversation, so too did "that's' the way we've always done it." Too many bad experiences with that kind of logic. Thanks to all.
  2. Since that death, a new trust year has started. My issue is not with regard to who the officers of the board are. It is with who the members of the board are and how long their terms are for. If, as was presented earlier by Atul Kapur there is no prohibition of a Master being elected to a 3-year term as trustee, doe it then follow that a person not qualified to be an ex officio member of the board can be appointed to it what would normally be the 1-year term of the Master. Six members are elected to the board at the rate of two a year. The other three members are the Master and the two Wardens. Is it appropriate for a person who is not a Master or a Warden to be either elected by the lodge to one of those slots, or appointed by the board to one of those slots? The Senior Warden died in the 10th month of his term during a period when masonic organizations were not allowed to meet due to covid. We had our annual meeting 3 months later--a month late--and the incoming Master (who should have been the recently-deceased Senior Warden) got elected to the 3-year term. Is it proper for a person not the Master or a Warden to be in that slot? Maybe it's fine, and it seems so, but to me, it doesn't seem to follow what is contemplated, albeit not very clearly, by the bylaws.
  3. The reference to ex officio trustees in the lodge bylaw, which state: OFFICERS AND ELECTIONS Sec. 1. The following officers and positions shall be elected annually by written ballot at the Stated Communication in June, to wit Worshipful Master, Senior Warden, Junior Warden, Secretary, Treasurer, Senior Deacon, Junior Deacon, a Finance Committee of three (3) members, and two (2) Trustees for “The Trustees of the Charity Fund of Saint Aspinquid Lodge” Corporation to serve for a term of three (3) years except that the newly elected Junior Warden, ex-officio, shall be the third Trustee. A majority of all votes cast shall be necessary to a choice. Further, in the case of any vacancies in the position of Trustee for the “The Trustees of the Charity Fund of . . . Lodge” Corporation, after the Stated Communication, then such vacancies shall be filled by a majority vote of the “The Trustees of the Charity Fund of . . . Lodge” Corporation. The trust bylaws state: Article IV. OFFICERS AND DUTIES. . . . (e) Board of Trustees: The Board of Trustees shall consist of nine (9) members which shall include President, Vice President, Treasurer and Clerk. The Board of Trustees shall be divided into three classes of three members each so that one class of three members shall be elected to the Board annually, hereafter, and as hereinafter provided for. The Board shall be responsible for establishing policies and programs for the purposes of carrying out the duties, responsibilities and objectives of the corporation. . . . Article V. OFFICERS, ELECTIONS AND QUALIFICATIONS 2. The Board of Trustees shall be elected annually in the following manner, to wit: One class of Trustees consisting of three persons shall be elected to serve for a three year term, annually, on the Board of Trustees in the following manner, to wit: One member of this class shall be the newly elected Junior Warden of . . . the Lodge. He shall continue as a Trustee so long as he is Junior Warden and for two succeeding years, so long as he shall be serving as Senior Warden and as Master of the . . .Lodge. The two other members of the class be elected by and from amongst the members of the . . . Lodge, who are in good standing and in the same manner and by the same procedure which the . . . Lodge uses for te election of the Master and Wardens. (Note the seeming slight redundancy of the first two sentences of the above subsection. Maybe a scrivener’s error???) re: vacancies--- . . . 4. Any vacancy in the offices of President, Vice-President, Treasurer or Clerk shall be filled by the Board of Trustees for the balance of the year at any meeting of the Board of Trustees and by majority vote. Any vacancies in the office of Trustee may be filled by the Board of Trustees at any meeting for the balance of the year and until such time as the vacancy can be filled by the . . . Lodge at its annual meeting.
  4. No parliamentary authority referenced at all. The charitable trust is bound by the State of Maine non-profit corporation statute, but the statute provides no guidance in the matter. The lodge bylaws, in a page listing of bylaws amendments made over the years, does include reference to an amendment that changed the language re: how trustees are "elected", viz from electing 3 per year, to electing 2, and the ex officio trustee. The amendments listed start in 1964 with a language change that incorporate the formal name of the trust upon its incorporation with the State. I'm not sure what they had before that time and would need to find older bylaws and other records to get a sense of it. Note that the lodge has had bylaws since its charter was issued in 1893, but the charitable trust/formal corporation came into being in 1964. The safe contains a 55-year chronology of the lodge trying to get ahold of the concept of keeping the charitable trust "separate" from the lodge, for legal, tax, and liability reasons. The formal charitable trust came into being when the lodge was holding fundraisers in order to purchase land and build its own building, which it finally did in 1970. They have at various times consulted legal and tax advisers, which they then seem to ignore to varying degrees. I'm relatively new to the lodge, end even newer to being the lodge secretary--but am not a trustee. Because I'm the lodge secretary, members are always asking me about trust issues, which I really have no special input into, except as a member of the lodge. The former long-time secretary of the lodge was also the long-time secretary of the Board of Trustees, thus the expectation by many that I should have answers. Thanks for your input.
  5. I see your point. This situation was a little bit of an anomaly in that the Master had not gone "through the chairs" this time in the "usual" order. Our Senior Warden passed away a month before the annual meeting and the new Master, who had served two years previously, agreed and was elected to serve. The order in the lodge meeting provided that the officers of the lodge were elected, then the upcoming year's class of trustees were elected. As I think it out, another issue arises. The lodge bylaws provide for the election of the trustees at the lodge's annual meeting. The trust bylaws also provide that the trustees be elected at the lodge's annual meeting ". . . in the same manner and by the same procedure which . . . Lodge A.F.&A.M. uses for the election of the Master and Wardens." The trust bylaws then provide that the trust's annual meeting shall be held immediately following the close of the lodge's annual meeting. The trust says nothing about the fact that the newly-elected Master does not actually become the Master until he is formally installed, which is typically a couple of weeks to a month later. It could be asked if the newly-elected Master is yet a trustee. The trust has always included him in its annual meeting. There are some members who believe that the new Master and some others wanted him in a 3-year seat in order to guarantee that he stay longer on the board. I also see your point about whether or not the ex officio seat should have been filled. Lastly, neither the lodge bylaws nor the trust bylaws provide for any particular rules of order in the interpretation of their bylaws, so it is unclear to me that anyone would accept any particular interpretations.
  6. Yes--a 9-person board, three seats annually, three year terms. I take it to mean that 2 of each group of 3 are elected every year to a 3-year term, with the 3rd person being the new incoming Junior Warden, ex officio. I believe the drafters contemplated that in the usual course, (as in fact does tend to happen the usual course) each of the 3 top lodge officers that are automatically trustees will each start and serve as Junior Warden for one year/and as a trustee of the trust, move up to Senior Warden for one year, and move up again to Master for one year, thus also serving for three years as an Ex Officio trustee, as the bylaws of the lodge itself seem to state. When they leave as Master, their appointment as trustee would also end--but not in the case I have brought up, where the Master has been elected to a full 3-year term rather than simply serving ex officio as Master. (I was going to quote the bylaws language in the post, but it seemed a little long when I typed it in.)
  7. The bylaws of a charitable trust affiliated with a masonic lodge provide that its 9-member board consists of three "classes"of three, each class serving rotating three-year terms. Each incoming class of three shall consist of the incoming Junior Warden of the lodge (which has its own bylaws), and by two through election at the annual meeting of said lodge from amongst its members in good standing. It provides that the Junior Warden trustee shall continue on as Trustee so long as that member remains the Junior Warden, or continues on as Senior Warden or Master. The lodge bylaws contain similar but different language, including the term "ex-officio" for the Junior Warden trustee. At the lodge's annual meeting this past summer, I was unexpectedly elected secretary of the lodge after the 20-year secretary had a health scare. We are now having some minor "issues" with the charitable trust. As I have gone through the records to familiarize myself, I noticed that at the annual meeting, the new Master had been elected to a three-year term as trustee. The board of trustees appointed another lodge member to fill in a "vacant" one-year slot that I believe the Master should be filling. I don't believe this should have been done, but I'm not sure, and when I asked about it, the former long-time secretary (a long-time trustee and somewhat of a mentor to me) insisted that what they had done was fine, then got defensive about it. Any thoughts? Thank you.
  8. Yes--it is a general membership meeting, but we need 50% for a quorum. If there is a quorum when a meeting starts, but people leave, dropping the members present below 50%, is there still a quorum?
  9. So if proposed minutes are corrected to something that is obviously not compliant with RONR, and/or are inaccurate, and/or self-serving, then all that a secretary can do is resign, or accept them and hope that they can be corrected later? I wish I had had the foresight to put the minutes approval later in the meeting, as incorrect as that might be. Then if the numbers were not looking good, folks could leave the meeting to avoid having a quorum. If one more owner sends in a proxy, we will be OK. I guess that's what happens when we wait until after the end of the season to have the budget meeting. But the litigation was winding down, and we were hoping/expecting that it would end a few weeks earlier than it ultimately did, thus allowing us to act with fuller knowledge.
  10. It is not that the majority does not care. It's that they are in their 70s and 80s, and in various states of poor health. We have an extremely large percentage owner who is totally unreasonable, and while legitimately aggrieved--it is not anywhere near what they make it out to be. Lengthy litigation just ended, with the association winning every step of the way, which has not improved anything, except to put 4 years' worth of our total annual budget into our treasury. At least we will now be able to do some long-neglected maintenance. But again, this is a small, mostly seasonal, second-home type-of-place. Have you ever tried selling a condominium while there is litigation going on? I am a member of the organization by default.
  11. Correct--it is a full membership meeting. I should have started a new topic, as the problem first came up at a board meeting, thus the misunderstanding. The owners are now trying to get their comments into the membership meeting. We have a board meeting immediately prior to the membership meeting, at which meeting nobody will have the right to be heard.
  12. This coming meeting is a general meeting of the entire membership, and the only matters on the required agenda are, 1) the approval of the previous meeting's minutes, 2) ratification or rejection of the 2019 budget (which is ratified unless more than 50% of total membership affirmatively reject, no quorum required--thus a non-vot/non-attendance is the same as a vote to ratify) , and 3) an open discussion period.
  13. If we do not get one more proxy in, we will likely be in a situation at an upcoming meeting where the owners in question will have more voting power than the assembled board members and submitted proxies combined. In that situation, the owners in question will be able to re-write the minutes to their hearts' content and to then approve them. The unit in question is 4-5 times larger than the other units, and the complex is mostly seasonal. Is there a solution to this problem?
  14. Yes--the condominium statute and our governing instruments require that proxies be allowed at membership meetings, but not board meetings. Thank you for your comments and ideas. Past secretaries have summarized comments made, leading to meetings comprised of lengthy debates about the accuracy, or lack of same, of the proposed minutes. For many meetings, no minutes have been approved. It is a difficult situation. Thanks again.
  15. I now realize that I should have started a new topic for the sake of clarity. The written comments this time are for a full membership meeting at which all owners are allowed to be heard on any matter. My concern is how the written comments of absent-member-owners of a single unit are to be handled when those comments were emailed to all 3 board members; and the absent members have prevailed upon our board president to act as their proxy. Am I correct / and it is the case that the proxy-holder has the full rights to do and say anything as if the persons in whose stead he acts were present themselves? If correct, does this change the calculus of how the comments are to be handled? The owners are dissatisfied that their past comments have not been summarized in the minutes, as they should not be, but as they seem unable or unwilling to accept. They have a history of complaints, many reasonable, but mostly outrageous. I suppose that the proxy can summarize to the body what is written, as if he were debating a matter, but this will be unlikely to satisfy the owners' claim of being ignored. I'm trying to walk a fine line of giving some legitimate leeway without encouraging the future expansion of same.
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