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Found 16 results

  1. Currently the club I belong a few of the board members are proposing amendments to the bylaws that take away all membership voting rights contained in our bylaws, leaving all decisions in the boards hands alone. Also proposed are extending unlimited board (officers/directors) terms at their discretion and taking out the provisions of informing the membership of meetings/agenda. Currently, even though our bylaws state they must provide time/date, agenda and post minutes of meetings, they provide us none of these items. It is my understanding, that this goes against parliamentary rules in general. In addition, I believe I read in RONR somewhere (cannot find it now) that an exception to majority rule was that 2/3 vote from the membership is required for any bylaw change that takes away members rights. Is this true? Is it 2/3 of the quorum required or total voting membership? I also believe, I read in RONR that people (our board) "should" refrain on voting on these changes because they are self serving. Can anyone help us to prevent this by furnishing proper citations and proper procedure from RONR to strengthen our arguments against this? We are at a loss as to how to proceed to do this to keep our rights as voting members. 2 of our current board members are against these changes and furnished some of our members copies. These board members told us they are going to sneak the required notification of bylaw changes before the annual meeting by posting a link to the changes buried in an article in our newsletter in an attempt to get a lower turn out for the annual meeting of uninformed people. Did I mention that the bylaws committee is only comprised of 2 board members? HELP!
  2. Our cooperative has a rule requiring Board members to be Liaisons to committees but prohibits them from speaking, chairing or voting at committee meetings. There is nothing in statute or our bylaws on this subject. I've asked why we have this rule but only hear that "that's the way we've always done it." Is there anything in Robert that speaks for or against this position? Any citations, opinions or experiences would be helpful. Thanks
  3. Constitution states: Minutes of all Executive Committee meetings, including teleconferences, shall be kept and promptly promulgated to the Association members within 30 days of the meeting. So if a vote is caried out in Executive Session, do the members have the right to see the passing of that vote in the promulgated minutes?
  4. There is a possibility at our annual general meeting that if a former board member gets elected this year, most of the board will immediately resign, state their reasons and walk out of the meeting. I am concerned we will then not have enough board members to form a quorum to hold a board meeting, and no one to chair, record minutes, sign cheques, pay bills, etc. Effectively our club will cease to be able to do business. Here are my questions should these newly elected officers and board directors resign and walk out: Can someone make a motion to have the board member causing these resignations to be removed from their elected position (if they won`t resign of their own accord). Does the membership vote to accept or reject all of these resignations (I assume a simple majority is needed). If the resignations are accepted do we hold a new election immediately while we have the membership altogether. What do we do if we cannot fill out the board to achieve a quorum for board meetings.
  5. Guest

    Newly elected officers

    When do the newly elected board of an organization usually takes their positions? They were elected in November and in January they assume their responsibilities in accordance to our by laws. DO they take them under old business or new business?
  6. Guest

    Vote

    A director from the 5 member Board resigned early right after the election of two new directors. The remaining four will be appointing a new director. Two board member want to appoint the 3rd candidate in the recent election and she has accepted. The other two director want to appoint a new member who they think will work better as a team member than the candidate. What do you do with a tie vote?
  7. Hi all, What would be the guidance in a HOA Special meeting which was called for the purpose of having a recall vote of each of the board members? Meeting was originally requested by a petition of the minimum number of names to request that the President call the special meeting. This was rejected as a number of names were disqualified - not sure why, but assume they were for legitimate reasons. Then a motion was made by a board member to call the special meeting and it was seconded by a second board member which met the requirement to have the President call the special meeting. Other board members then made motions that the board members who made the original motion also be added to the recall vote. So now the whole board is up for recall. Meeting has been set and proxies have been sent out. I am wondering how the meeting should be operated ... for example should the President (who is up for recall) chair the meeting? How should the meeting proceed? I assume someone likely needs to make a motion to recall the first board member - a second and then a series of debate on the motion ending in a vote on the motion. Then the second and so forth. My feeling is that the matter has gotten so personal and angry and confrontational that they should look at bringing in a neutral third party to chair the meeting, but independent of that I'd like to at least share some positive suggestions. Thanks for any thoughts you may wish to share. Regards, Rick
  8. We had a meeting recently and no one person moved to approve the motion. The Chair simply stated 'all in favor of approving the document' and there was unanimous vote to approve. Since no one individual moved and then received second, does the vote still stand? Thanks!
  9. Hello, all. Well, I think the drama our organization was facing is (possibly) fading - at least for the time being - and we're moving onto the revision of our Bylaws. There have been concerns raised with my suggestion of including the phrase, "or until the Officer/Director's successor is elected" when qualifying the length of the term. Current Board members wonder if this might not mean that they would be forced to stay on the Board "in the event of a public emergency or of difficulty in obtaining a nominee for office." My response has been that a Board position for our organization is a volunteer position, one that can be resigned at any time. No Board member can be compelled to stay on if they do not wish to do so. Including this phrase, however, allows them to do so...and also makes the potential removal of a Board member easier. In turn, they would like to see something in writing about not being forced to stay on. I haven't been able to find anything in RRONR 10 about voluntary Board membership.Does it contain anything that would pertain to that issue? Louise
  10. This question came up at our annual meeting earlier this month. We currently have five members on our Board of Directors. Our bylaws state: "...terms shall be for two years. Elections of new Directors shall take place at the XXX’s Annual Meeting as specified in these Bylaws." and "Voting requirement are as follows. Changes in the XXX Bylaws, Articles of Incorporation, or Mission Statement, as well as election or removal of Directors will require a two-thirds majority vote by all present and voting." Three of the five Directors had completed their current 2-year term, and all three were being re-nominated for new terms. The question was whether the termed-out Board members should be permitted to vote. Thanks in advance for your input.
  11. Our Condo Board of Managers meets monthly. The meeting is attended by all board members and also the Board's attorney. The attorney occasionally speaks on issues, legal and non-legal. She does not have voting rights. The by-laws do not specifically provide that the attorney has a right to be there and we have never voted on the matter. I am wondering if RONR provides limitations on this attorney to speak at the meeting. Have we waived any right to exclude or prevent the attorney from speaking? Could they be classified as an Ex Officio member since they are technically appointed by the board? Also, if they could be an Ex Officio member, do they enjoy full speaking rights? Thanks for your Consideration, Pat
  12. I have a question with regards to a difference between the 10th and 11th Edtions of RONR. Pages 92-93 of the 10th Edtion, with regards to Executive Session, state: "In most organizations, except those operating under the lodge system, by practicse or sometimes, by rule, membership meetings are open to the public, but board or committee meetings are customarily held in executive session." The emphasis is mine, and my question is this: Does anyone know the rationale why the part about Boards customarily holding meetings in Executive Session was removed in the 11th Edition? Of course if the custom to do so was started unther the 10th Edition, Board meetings would still normally be held in Executve Session by custom as the 11th Edition allows for this (page 95 ll 26-27.)
  13. Guest

    discretion of board

    What discretion does a board of directors or an association have to ignore the rules of the association. A sports governing association has changed the alignment of teams in division, counter the the rules and regulations of the association. The board argues that they have discretion to do this. There is nothing in our bylaws or rules and regulations that states that the board has discretion to change rules/regulations or the alignment. Therefore, I believe the alignment is illegal. Am I correct? What would I reference in defending my position and how, if I am correct, would I address this with the board? Pat
  14. Guest

    Board of directors

    A few of the Members of our community club have found that our Board of Directors have ignored our Bylaw's and are refusing to stop this misconduct. They are trying to sell off our community property without a Majority of the members votes and this sale also benefits one of the Directors. I am going to recommend a motion at our monthly meeting that would ask them to stop. We would like to investigate further and find out exactly what is going on. The meetings are recorded on tape and later filled out at the Secretary's residence. Can I demand these tapes for inspection along with the minutes and all other reports? Also do they have to accept my motion to stop until we can further investigate? Do I need a majority at the meeting to accept the motion? Can they just ignore this motion after I have had it seconded by another member? I just want to be careful so they cannot just laugh me out of the meeting. Thanks in advance..
  15. If some board members were absent during an emergency meeting that was largely in camera (an executive session), are they entitled to know the details of what happened and what was said during the "secret" portion of that meeting? Our organization does not take any notes or minutes during an executive session. Thank you Angela
  16. Guest

    BoD Powers and Duties

    Our bylaws contain the following statement under the Powers and Duties of the board of directors. "The Board of Directors shall manage the affairs of the Association and shall have all the powers and duties necessary for the administration of the Condominium and may do all such acts and things as are not by the Declaration, Articles of Incorporation, or these By-Laws directed to be done and exercised exclusively by the Members." Does this give the board nearly unlimited power and insulation from the ability of the membership to question or challenge their decisions? For example, the 5 member board holds all meetings in executive session. In one session with 3 members present (establishing quorum), they decided to terminate contract with Management company A and sign a contract with Management company B, that not only violates the bylaws requirement of a termination clause but also exceeds the approved budget expense for such item by $3000 per month. Since it's an already executed contract, we have no power to rescind in the membership meeting, but I'm hoping some of you will have some other suggestions. Am I reading too much into the clause above about the power they maintain? Thanks!
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