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Showing results for tags 'bylaws conflict'.
I am in a bit of a quandary as to how to make a motion to stop a meeting in its tracks that violates our bylaws. I know. and have prepared, the citations from RONR and our bylaws that would support me doing so, but I do not now the proper motion to make initially to nullify the meeting as a whole. *Background* For one, club and special club meeting are not allowed to meet electronically in our bylaws and they called an electronic meeting ( board meetings are authorized to meet electronically in our bylaws-so obviously it was intentional for the club meetings not to do so). Two, the proper notification was not given-our notification specifically calls for our notice to go out by mail (came by email -email notifications are allowed in the bylaws for other sections, but not for club meeting-so obviously omitting meeting notifications by email in our bylaws was intentional as well). Third, the "email notification" lacked the hour of the meeting and it is specified in bylaws that the notification has to include the hour (only included date-kind of petty, but a violation nonetheless). Fourth, it did not notify all members. As I said, I know the citations to state as to why, and believe I can hold my ground in a debate, I just do not know what motion or how to even bring it forward! Seriously, I am NOT a rabble rouser, but this meeting is to vote on an extensive revision of our bylaws which contains an amendment that takes away members voting rights and oversight! I am sure the membership does not understand that! I am concerned that they will not allow me to speak! I am concerned that many of our members who are older (who do not use email) don't even realize this meeting is taking place! The title of the email did not even say meeting! I am prepared if all the membership is properly informed, and votes to basically gives complete power to the board (except for voting on elections and bylaws), to give in to the will of the majority-but that currently is not the case. Could someone advise me as to how to proceed? I have never had to use RONR to this level before! HELP!
We are a small tradeorganization, with bylaws under Roberts Rules. Our President died in office. The bylaws deal with this situation in two places. 6.2D says that in this case, the Vice President shall "“Assume and discharge the duties, obligations and responsibilities of the office of the President if it becomes vacant, " One faction interprets this to mean that the V.P. will become the President for the remainder of the term, because the bylaw does not say that it is interim, or acting, but rather that the VP assumes the office of President if it becomes vacant. The other faction points to another bylaw, that says: 5.2H. The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting." The second faction claims that the two bylaws are complementary, and the second takes over where the first leaves off. If indeed 6.2D, " does not indicate that it is interim or acting but rather that the VP assumes the office of President if it becomes vacant." Then by the same token, it does not indicate that the V.P. will then fill the rest of the president's term. And it does not say such a thing, because the other bylaw,5.2 H, takes up the narrative. So, after the VP assumes the office, per 6. 2D, in orderthey say, to avoid a state of vacancy, the other bylaw (5.2H) takes over and details how to elect a new president. The two bylaws are not mutually exclusive, 'either/or', but rather complementary. Yes, they say, when a president is out, the VP 'assumes office', but only as a temporary stand-in until the second bylaw takes over. 6.2D does not say 'assumes office for the remainder of the term'. It could have said so,but did not. Rather, the VP assumes office only for the bridge period, between death (in this case) and special election, a month or so later. Here is the bylaw (emphases added): 5.2H. The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting. The second faction maintains: When the Prez is out, VP 'assumes office' and holds it for the transition period, until the new Prez is ("shall") elected in a special election. Sssshall, not may. In addition, the first faction also claims that there is a separate rule for the President, different from the other offices. The second faction holds that 5.2H does not make such a distinction. It puts all four offices on an equal basis, twice: First, when it says "shall declare an office", (no exemption for the President's office), and then: "A vacancy in any of the elected offices shall be filled". Twice ANY, no exemption, and twice SHALL. What do you say? Looking at the two bylaws, should the Vice President become President for the remainder of the term, Or should the V.P. act as an interim President , only until we hold a special election to choose a new President for the rest of the term? Thanks, Yoram star1441
We are a trade organization, some 100 members. We used to conduct our elections at an annual general meeting- with paper ballots, counting while the members wait, etc. Three years ago we amended the bylaw and switched to an updated method, mailing our ballots to our accountant, thus: : "The Executive Secretary shall provide a ballot, by first class mail and by email, to each Active member eligible to vote, no later than the first day of May of each year. The voting members shall submit their ballots directly to the Association's accounting firm, by mail in a double envelope, or by fax or email, to arrive no later than 5 PM on the last business day of May. The accounting firm shall count and deliver the results to the Executive Secretary by noon on the third business day in June. The Executive Secretary shall immediately post the results online, and also send them by email to each member".. BUT, we neglected to also amend another section in the Bylaws, that deals with special elections, in case of a vacancy. Our President died recently, and we found this: ..."The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting."... Which is the previous method, which wedo notuseanymore for the annual elections. What shall we follow now, for the vacancy filling election? The old procedure, or the current one? (And yes, later we will amend the vacancy filling election rule to conform). Thanks,, Yoram