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Found 68 results

  1. Our coop is just beginning the process of electing our 1st Board. In the meantime a survey was sent to the members to get their response for installing a pricy piece of equipment. A majority of the respondents supported the equipment. Several did not respond at all. This equipment may not be purchased before the Board is elected. My question is, if we have a Board in place can this survey be considered a majority vote .
  2. Our bylaws state: "the board shall be made up of one voting delegate and one alternate from each community... and shall be chosen by the governing body of the municipality which he/she represents" Then it states: "Officers nominated and elected shall be president, vice-president, and secretary, who will be elected by Board members, with the Board retaining the right to appoint a Treasurer." Only the President and Vice President are actually board members. The Secretary and Treasurer have simply been appointed by the Board and have none of the rights that regular board members do (or so they say.) The secretary is also an employee, who is the best friend of the ex-director. The Ex-Director is now the Treasurer. Is it common practice/or acceptable to have officers who aren't board members? Does this violate any rules/common procedures?
  3. In the election of a president of an organization, if there is more than one candidate, and despite silence in the organization's charter, the body proceeds to vote on the first nomination first, and the first nominee wins election, is that process legal? I am told that there is a section of RR which states that if votes have been taken in a certain way as a matter of custom, then that custom shall prevail. Is that a valid argument? The citing of chapter and verse would be appreciated.
  4. Guest

    Board Resignations

    Following some "less than proper" behavior by several members and officers of our organization, several of our elected board members (including the Chairperson) sent their resignations to the remainder of the board via email. Now after cooling off, these board members wish to withdraw their resignations and remain on the board. According to RRoO, it is my belief that they can do this. Am I correct? Does any action need to be taken? i.e. - Do we need a motion to NOT accept the resignations? Can our next meeting proceed with the elected Chairperson running the meeting?
  5. Hi, how much notice to you need to give to call a board of directors meeting? I was notified with less than 24 hours notice that a meeting was being called, plus the meeting was being held on a legal holiday. Is this legal?
  6. Guest

    Advisers to Board

    Can the Chairman of the board allow advisors to speak at a board meeting or is a vote required by the board to approve the advisor, assuming the bylaws do not dis-allow it?
  7. Can a person hold two voting positions? For example Treasurer ( which is an officer in the by laws ) and Immediate past present (which is an executive board member in the by laws )
  8. Our association has not held elections for the board in several years. I found out the board is electing itself. Our by laws do not specifically note who can vote for a board member.
  9. We have an upcoming meeting of our board. This meeting occurs yearly. These meetings are held in person. We have a board member that cannot attend the meeting but wants to be able to vote on items that we will vote on during meeting via video chat. Our bylaws do not allow for proxy voting (although that is not what is being requested). The only thing that we have in our documents about these types of meetings is in the application for positions that state that there is an expectation that there will be travel involved while serving as board member and included in list of events is this specific meeting. The chair of the board has told this member that they will not be allowed to vote as they will not be physically present. The board member is wanting to challenge the chair's decision to the executive committee. The EC has very specific job descriptions and reviewing these requests is not among the responsibilities. Can the chair just tell the member no? Can the member appeal the chair's decision to the full board?
  10. Is there a name for a person who is not a member of the board or of the organization itself, but performs the task of a board position because that position cannot be filled? For example, getting a non-member or an accounting firm to do the task of the Treasurer. This person/company would not attend board meetings but would submit reports to the board.
  11. Another committee/board question. If a committee that has been formed by the board submits a report to the board, is the board obligated to either accept the reports recommendations OR refer it back to the committee for more work? If the board refers the report back to the committee, can/should the board make recommendations as to the types of changes/work that it (the board) would like to see? Alternatively, can the board receive the report and proceed to change it as needed without referring it back to the committee that produced it?
  12. our association has some 20 motions ,properly adopted over the years by the membership,at general membership meetings, about our travel policies. some rules and motions are strictly monetary [ spending limits], others are not [ have to do with proper behaviour, ec]. the board reviewed the full set of existing motions, left some intact, rescinded others, revised, combined etc. some now claim that this is an act of amendment of something previously adopted, and as such has to be voted on by the membership. But the parliamentarian ruled that the board's vote is enough. the bylaws say: " Powers of Directors: Subject to the powers of the membership ...all corporate powers of the Association shall be exercised by or under the authority of, and the business and affairs of the Association shall be controlled by the Board. Without limiting the generality of the foreging,the Board shall have the following powers:...... B. to conduct, manage and control the affairs and business of the Association, and to make such rules and regulations therefore that are not inconsistent with the law and with the articles of incorporation or with the bylaws." [The bylaws say that the Association shall follow Roberts Rules.] Now then: Some say that the revision of the existing set of motions is rescinding or amending something previously adopted, and as such it needs the procedures outlined in RR. Others say that the power of the Board is to manage all business functions of the Association, the adoption of rules is such a function, and therefore it is under the sole jurisdiction of the Board, and that the bylaw does not delegates this power to the membership, and so the Baord alone has the power to make rules. What say you? Thanks.
  13. Our board has a number of committees working on various tasks. These committees were formed by the board, and their members were appointed by the board. One committee would like to give a presentation to the general membership at the AGM, but it has not given the board any inkling as to what it will be presenting. As a board member, I am not comfortable with this committee presenting...well, who knows what? It may well be fine, but wouldn't the proper order of things have the board approve the content of this committee's presentation first?
  14. Our club's bylaws are silent regarding the availability of the Board's meeting minutes to the general membership, but our bylaws also say the club shall follow RONR. I can't find my copy of RONR at the moment. Does RONR cover this topic and if so could someone please tell me what pages to refer to when I'm able to my book?
  15. The board of directors passed a motion to fire one of our employees. Can the membership at the Annual General Meeting pass a motion to rescind the board's decision and reinstate the employee? How should the motion read and would it need a 2/3 majority vote or a reglar majority?
  16. Guest

    Meeting Agenda

    Is there a PA Law requiring a 72 hour advance meeting agenda notification?
  17. In a private organization, if an officer has had, by proper action of the membership, his privileges to enter the organization property suspended for a specific period of time, but he has not been removed from office, is he still entitled to attend board meetings?
  18. Our bylaws state: "The Executive Committee shall be a Standing Committee of Council, and shall consist of four (4) voting members of Council, appointed by a Two-thirds (2/3) Resolution of Council, on the recommendation of the Standing Committee on Appointments." One individual who is a member of the Executive Committee recently ceased to be a member of Council. Does she automatically lose her position as a member of the Executive Committee as well?
  19. Guest

    What can a Society do

    The Society of which I am Chair has a real mess on its hands.... - November 1996: Society adopts a standing rule banning the Society from funding political clubs. This rule continues to be in effect. - March 2011: Executive Committee of the Board approves an application to fund a left-wing club. - October 2012: Executive Committee of the Board considers an application to fund a right-wing club. Motion postponed. - December 2012: Board of the Society voted to fund the right-wing club in question. - April 2013: Society holds a General Meeting. A motion to adopt a standing rule banning the Society from funding political clubs is moved and stated by the Chair. The Society votes to postpone this motion to the next General Meeting. - July 2013: Board voted to fund *ALL* clubs, including a number of clubs that had previously been unfunded due to their 'political' status. - September 2013: I become Chair. - ??? 2013: Next General Meeting of the Society will be held. The postponed motion from the April 2013 meeting is now on the floor. What do I do? (a) Declare the motion to be out of order because it is redundant, since the November 1996 motion is still in effect? ( Declare the motion to be in order, and interpret it as constituting instructions to Council to cancel the funding for all 'political' clubs? © A third option?
  20. How does a member of a board officially request information that another board member possesses so that the entire board has knowledge?
  21. Our general meetings last about 90 minutes, and members wish to shorten them. Can most business of a club be conducted and voted on at Board meetings? General members would be allowed to attend and speak at open Board meetings.
  22. Guest

    Rogue Board Member

    In my non-profit public safety organization a member was brought up on charges, a hearing was held & the Board of Directors made their decision. After the decision was made and before the accused was notified of the outcome if the hearing, a Department head was informed by the Acting Chair (the chairmen excused himself due to conflict of interest and a "interim" board member was appointed) and at that time the department head filed a letter requesting the Board reconvien in light of aditional evidence against the accused and on the grounds that the "punishment did not fit the crime." (in past hearings, members had been punished with a harsher sentences for a lessor infractions) The Acting Chair notified the other members of the board & attempted to schedule another meeting to discuss the mater further in light of the evidence. Prior to scheduling the meeting, one if the board members took it upon himself to write the letter with their decision and sent it to the accused essentially making it "official" The accused recieved a suspension in the original verdict, the membership want him expelled but now we feel we're stuck with what's done, but the "back door maneuver" in itself seems anything but legit. What, if anything, can we do? Our By-laws say that complaints/charges go to the B.o.D & that the defendant has the right to appeal the decision to the general membership. Can the "Accuser" do the same even if its not mentioned one way or another? Does "The Right of a Deliberative Assembly to Punish its Members." still apply? Any Help is appreciated and thank you in advance for your response(s)
  23. I have a two part question: If the Board decides that they would like to have an executive or "in camera" session does this automatically exclude anyone but Board members from attending i.e. staff or Corporate Secretary? Also, the minutes of the meeting, if they are recorded by a person that is not the official Corporate Secretary, are they still to be kept by the to the official CS? There seems to be some confusion as to what an executive session is and how it should be handled when the secretary is a staff member but also the CS. It is my understanding that the CS records and keeps all minutes of the Board, whether in camera or not, unless of course the content of the meeting would be in relation to him/her directly i.e. disciplinary action. Thank you for your replies!
  24. As sort of a follow up to Official Interpretation 2006-13 ... If the Board adopts a motion that has an exclusive effect on the Board alone, with absolutely no effect on the general membership, may the general membership, which is superior to the Board, amend (or rescind) that motion? This question grew out of this Q&A thread, #23.
  25. We are considering presenting two separate slates at our annual meeting for board member elections. This is due to the fact that several board members are resigning before their term ends if one board member is re-elected for another three year term. One slate, recommended by the nominating commitee, will omit this person's name. The second slate would include his name. The general members would then vote by private ballot for one slate to determine the winner. Is this allowed?
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