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Found 13 results

  1. Between board meetings, we have had 3 members of our board resign due to conflicts on the board. As a nonprofit, what is the process that needs to be done if they have submitted their resignations via email and will not be at the next meeting? A few are asking to see the emails. I am under the impression that we just need to make the resignations noted on the minutes and the board acknowledge them. We do not have anything in our bylaws on how to handle this situation. Thank you for your prompt assistance.
  2. This is a question regarding the membership and board of a nonprofit corporation. We have a board of 14, including 4 officers who serve 2 year terms, 9 board members who serve 3 year terms in a 3-year rotation, and an immediate past president. According to our bylaws the general membership elects the officers and board members and RONR is our parliamentary authority. We currently have several members on the board that have something of a disdain for parliamentary procedure and refuses to recognize or comply with the fiduciaries. When breaches of either are pointed out, other board members chime in in defense of the bad actor and say, "so what?" Several board meetings, including meetings that the organization has to pay the organization's attorney to attend to try to train these people, have been held to no avail. The board is at an impasse. The bylaws provide that board members may be suspended by a majority of the board members and removed "upon cause" by the membership. Unfortunately, there are enough of these bad board members that there has not even been a motion on the board to suspend any of them. A membership meeting is coming up soon. I am confused about the disciplinary process and am afraid this is another of those "how do we get rid of board members" questions. I understand that the bylaws trump the disciplinary process of RONR, but is a statement "for cause" enough to take the proceedings outside of RONR or do we need to comply with the general requirements there including a hearing? In other words, do any disciplinary terms in the bylaws automatically remove the process from RONR disciplinary process or do they actually have to replace/override each element of RONR? I understand that interpreting bylaws is outside of the scope of this forum, but appreciate your insights. The bylaws also have a disciplinary section that provides that prohibited conduct includes violating the CRs or misconduct affecting the purpose of the organization. It is intended for dealing with complaints about members at large, deals with discipline such as expulsion, and the hearing panel is the board. Given the fact that the board members are the problem, hopefully we are not stuck with that procedure, but it does not specifically exclude the "for cause" removal of board members. My hope is that simply presenting the bases for the claim of "cause" and calling for a motion, discussion, and vote as to removal is enough to properly remove these board members if the membership finds that appropriate. No one is seeking their expulsion from the organization, just removal from the board. Thank you in advance for your help!
  3. Section 10. REMOVAL. The Board of Directors shall, by two-thirds (2/3) vote of the entire Board of Directors, have the authority to remove any Member or Board Member whose actions have been deemed to be detrimental to the organization or any of its functions. There are 7 board members. There was a vote to remove a board member, named "Tom". Everyone voted except for "Tom". The results of the vote were 4 YES (for removal) and 2 NO (not including Tom's vote). PERSON 1- YES PERSON 2 - YES PERSON 3, PREZ - YES PERSON 4 - NO PERSON 5 - NO PERSON 6 - YES PERSON 7 ("Tom" being removed) - NO Without Toms vote, it's 2/3's and with Tom's vote it's not 2/3s. Including Tom's vote, doesn't make sense. It would be like having the accused, being found guilty by his peers but being able to sit on the jury as well. What does everyone think?
  4. Can the chairman of the board of a non-profit organization also be the president? Also, do they have voting privileges?
  5. Guest

    Board member resigns

    Bylaws state that the immediate past/former Director will be on the BOD. 1. Can this person resign from the BOD? 2. If this person can and does resign from the BOD, is she/he then replaced by the Director who served immediately prior to him/her? Or is the position left unfilled?
  6. we had a board member quit after 1 year of her two year term. We seated a group of 6 at the last annual meeting (5 rotate off each year)...so 5 new to serve two years and 1 to finish out the spot created by resignation. The problem is we didn't determine who was filling the one year spot. No one wants to serve one year, how do we now determine who is serving the short term.
  7. National organization "A" with a constitution. Subordinate local "B" of the national organization with bylaws subordinate to A's constitution. Subordinate chapter "C" of the local organization with bylaws subordinate to B's bylaws. All members of C are members of B, not all members of B are members of C. Both A's constitution and B's bylaws provide for a member of C to be elected by C's members to sit on the executive board of B (with voice and vote). Until recently, C elected it's own executive board (chairman, vice chairman, secretary, treasurer, Sgt@arms) and a seperate member-at-large (the member of B's executive board). C recently changed their bylaws to have "The elected chairman of [C] serve as a member-at-large of [b's] executive board with voice and vote in accordance with [A's] constitution. The term to run with and by virtue of holding said office." C's bylaws further state that "The vice chairman shall assist the chariman and assume the duties of the chairman in his absence." C also has the provision that if the chairman office is vacant, the vice chairman becomes chairman and an election will be held to fill the vacant vice chairman seat. During one of B's recent executive board meetings, C sent their vice chairman to attend, as the chairman was unable to attend due to a schedule conflict (the executive board meeting was rescheduled). The question is: Does the vice chairman, by virtue of his assuming the duties of the chairman in his absence, have voice and vote within B's executive board, or, because it is only "by virtue of holding said office" that the chairman has voice and vote, does the vice chairman not have that right? A has already weighed in with the opinion that nothing in B's or C's bylaws is in violation of A's constitution. A has also pointed out that interpreting B's and C's bylaws is not their department, and presumably wished us good luck with that. Both bylaws and the constitution stipulate RONR as the parliamentary authority.
  8. In our club we allow for membership as an individual or an Entity. In this case an entity is usually a husband and wife. It could also be a business. The ByLaws say that an individual and entity only has "one Vote." In the past this was interpreted as there being a voting member and non-voting member of a husband and wife entity. Also, it was understood that only the voting member was eligible to run for office. We currently have a sitting board member (voting member - Past President) who's wife wants to run for office. Is she eligible to do that without getting her own membership given he is the "voting member?" And if so, does that mean a business with more than 2 members can have any of their employees run. John
  9. Hello, our association will be electing a new board soon. Our by laws state that a nomination committee must be formed by June 1st and shall submit a slate of candidates for the positions of officers and directors by July 1st . No members of the current board can be on the nomination committee. No member of the nomination committee can be on the nominated on the slate of candidates submitted by the nomination committee but can be nominated by petition after the slate of candidates have been submitted by the nomination committee to the club secretary.. The nomination committee will consist of three members of the club and two alternates. When the nomination committee submitted their slate of nominees to the board, one of the nominees was also on the nomination committee which is in conflict with our Association Bi Laws. Our By Laws also state that the nomination committee shall submit its slate of candidates to the club secretary, by July 1st, who shall mail to the membership on or before July 15th. After July 15th, additional nominations may be made by its members, if so desired. Additional nominations may be made by written petition, signed by five (5) club members , accompanied by a written acceptance and a biographical description, willingness to be a candidate, must be address to the club secretary and postmarked on or before Aug 15th. no member can be a candidate for more the one (1) position and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination from the nomination committee. Nominations postmarked after August 15th will not be accepted. Nominations may not be made in any other manner other than the provisions above When the slate of candidates was submitted by the nomination committee to the the secretary, this slate included a member who was also on the nomination committee. this is a clear violation of our club bylaw. We checked with both of the alternates to find out if either alternate were called upon to be included in the nomination committee and nomination process and they were not included. One alternated stated he was called by the nomination committee chair on July 6th but she did not leave a message or call back. This alternate felt the call must not have been important because she did not leave a message or follow up with another call. It was also discovered that the club secretary had called one of the potential candidates on July 11th to ask if he would like to serve on the board and would he consider a nomination on the nomination committee slate of candidates--- We feel these are more violations of our club by laws. My questions are 1) The slate of candidates submitted to the club secretary had a club member who was also on the nomination committee. A) Is she removed from the slate of candidates ? Is the position on the slate of candidates lest open or is another member selected? C)And if so, whom selects the member to fill the position, D)How should this be addressed to the current board? E)What is the correct and legal course of action that should be taken in order? F) to not be in conflict with the association By Laws? 2) The By laws state the slate of candidates be submitted to the club secretary by July 1st and mailed to the membership on or before July 15th. Also in the By Laws, it states that no board member to be on the nomination committee. We know without a doubt a club member was contacted by the club secretary on July 11th to be included on the slate of candidates submitted to the secretary. This gives us the impression that the slate of candidates was not completed and submitted to the secretary by July 1st and the current club secretary had been calling candidates to be on the slate of candidates. A) With the appearance of the slate of candidates to be submitted by the nomination committee invalid since it was not submitted by the July 1st deadline? Is it improper and a violation of the club By Laws for the current club Secretary to be calling intentional candidates for the nomination committee? C) How should this be addressed to the current board? D) Were these Violations of the club By Laws? E) What rights does the membership have in regards to these issues? F) What if the Board fails to act on these complaints? G)Does the membership have any recourse if these are Bi Laws Violations? Did I mention the Nomination Committee Nominated the current club secretary as a candidate of club president? The association membership is frustrated with the improprieties that have taken place in this club and are dropping memberships. This is just the latest examples. In the past, the club secretary white washed six months of club meeting minutes. The club secretary rewrote six months of club minutes, most of which were already approved and presented them as revisions to the meeting minutes. This was done to cover up other wrong doings conducted by a majority of the current board. Of course these "REVISIONS" were approved by majority vote. The minutes to be revised were on the agenda which was sent out 3 days before the board was to meet. I guess this is Prior notice which is needed for a majority vote to approve. The previously approved minutes have bow disappeared. The vote on the revised minutes was done as a whole for each meeting minutes to be revised. Were not sure on how to proceed. Is this an issue to be brought to the attention of Attorney general of the state in which the association has is incorporation? (Delaware) Not sure how to proceed any advice or help would be appriciated.
  10. If a board member resigns, and the quorum for that board is "a majority of members", then for a board of 12, the quorum required would be reduced from 7 (a majority of 12 members) to 6 (a majority of 11 members). When, though, does this take effect? We had 7 members present at our last board meeting. During that meeting, we voted to accept a board member's resignation (he was not present). Then a board member wanted to leave, which would have left us with 6 members. Would we have had a quorum with 6 members, or would that new quorum requirement not have taken effect until the next meeting? Or is this a bylaws interpretation issue?
  11. We are a charitable organization (503c). one of our board member rents a room in our building. he hasn't paid his rent for the past 2 months. can we remove him from the board on that basis ? we have nothing written in the by-laws or in the handbook in that regard
  12. The Secretary of my Hoa will be out of town is it right/legal for him to have the President step in for him at the annual elections for which all three of their seats will be voted on for new directors ( none of them Pres,VP and Sec are running due to the damage they've done in the hoa they are tring to control the votes though to get their friends in )or should one of the other two directors at large who hold no official position be selected to vote the proxy's left for the secretary to use as he sees fit. Also can the daughter of a homeowner serve as a board member although she does own property in the hoa and just lives with her parents.
  13. Guest

    Past President

    Our 2011-2012 President was reelected to serve as President for 2012-2013. Does the Past President who served last year remain on the Board to again serve as Past President. The Constitution lists the Past President as a Board member.
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