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The bylaws of an organization I am a member of specifies the term of office for our Trustees (Directors) is 3 years. There are no bylaw limitations specified as to whether a Trustee can serve more than one consecutive term. RONR page 448 states (The bylaws may contain a provision that "No person shall be eligible to serve _______ consecutive terms in the same office."). This seems to indicate a Trustee could serve more than one term even though the bylaws do not address a limitation. As our bylaws do not declare a maximum number of terms, Is it appropriate for a Trustee to be elected to more than one term? In addition, if a member is elected to serve out the remaining term (one year of three year term), of a resigned Trustee and without a bylaw to address a maximum number of terms, is it appropriate for the member to be elected to a complete term? Thank you, Jim Anderson

Hello, I thought that I was elected to a board but now others say I was not. The minutes, I believe were mistranscribed. they read as follows: MOTION: Tom made the motion to amend the bylaws to increase the board to 11 members. 2nd: Pete. Carried unanimously. MOTION: made by Tom to nominate Jerry to the board 2nd: Alice. Carried unanimously My question is this: Tom made a motion to "elect" but we believe that it was mistranscribed and to "nominate" was put into the minutes. Question: The by-laws were amended to increase the board so that Jerry could be elected. Even if the minutes were not mistranscribed, doesn't that prove our point that Jerry was elected? Question: Isn't a nomination always followed by an election. Question: Isn't it true that a nominating board or an individual nominated, and that a full board elects (as in this case, the full board voted) THANK YOU ADVANCE FOR answering my questions. Eloise

At annual meeting to elect officers, can association member ask for vote (voice or hand) for each officer as opposed to voting on entire slate? No specifics stated in Bylaws.

At our upcoming AGM, one member may raise an objection to a candidate running for the board. The candidate meets the qualifications set out in our rules, but the member has an objection based on what she considers to be uncooperative behaviour. What should the chair do when the member raises her objection? Candidates will say a few words, followed by a Q and A session. If the member raises her objection to this candidate in the form of a question, is that admissible? Thanks in advance for your help for those 2 questions.

Our by-law states that a resignation by a Director is effective once received by the Secretary. Is it also necessary (or best practice) to bring a resolution to the full Board of Governors to acknowledge their receipt of the resignation and for their acceptance? Or can the resignation be presented by the Secretary at a meeting and included in the minutes? Many thanks.

I am part of a HOA and was nominated and elected on the board of directors at our annual meeting. I hold a "voting" position. My question is this, am I an officer OR a director. (I am not a chairman, president, vice president, secretary or treasurer).

This is in regard to a non-profit organization. What course of direction can an organization's board of directors go if a director is making changes to bylaws that do not specifically follow procedures and rules according to it's own bylaws and also making changes and decisions for purchases and procedures without consulting the entire board of directors or explaining the situation or concerns that are specifically detailed but generalize stating all concerns, purchases etc must be presented to board in our bylaws? What are some direction of ways to correct this issue and also what type of moral, ethical, or legal issues does this present to other board members if they do not react to these concerns?

Our Nominating Committee slated a person in a Director Position (3 year appointment) and that persopn was duly elected. Our subsidiary corporation was in need of Officers and this Director was a better fit for that position. According to our by-laws an officer or director cannot sit on both boards except for the Presidents of both Boards. The Director has submitted his resignation. In our by-laws, a director who has resigned is replaced with a simple majority vote of the board of directors and serves until the next election. Since the director has not been formally installed, can we not have the nominating committee slate this position and vote on it before installation? That was we preserve the three year cycle and make it easier. Since the position is technically not vacant until 1/1/13, would our current bylaws even apply?

After a second election ballot was issued (the first was deemed invalid since it did not follow our constitutional rules for ballots) the recording secretary resigned. The board voted to replace the RS with a person who was a candidate for a board position on the ballot. Is the second ballot still valid or should it be replaced? If the ballot is not reissued how should any votes for that candidate be handled? Thank you

An organisation wishes to hold their election for executive by electronic ballot. This is somehat covered in the bylaws under s.22(2) which states: 22 (1) A member in good standing is entitled to one vote. (2) Election of incoming directors shall be by electronic or paper ballot managed in a manner deemed appropriate by the director. The election process shall be observed by an independent Returning Officer appointed by the Directors to ensure integrity of the voting process. (3) Voting for special resolutions shall be by electronic or paper ballot managed in a manner deemed appropriate by the director. The voting process shall be observed by an independent Returning Officer appointed by the Directors to ensure integrity of the voting process. (4) All other voting may be conducted at a general meeting by either a show of hands, or a secret ballot, or by electronic means as deemed appropriate by the members present at the meeting. The problem lies in what they are considering "appropriate". Nominations have opened, and one person is being nominated for multiple positions - President, Vice President and Director. Once nominations have closed, voting will take place electronically (whole other question as to who has the ability to see the votes that are cast, but I digress), with a ranking system for each candidate. Just the candidates, and not the position(s) they are running for, is listed on the ballot. What they want to do is look at the total ballots for each candidate, and essentially give the top finisher first dibs at being President. If they have not let their name stand for President, they would be Vice President. The next highest number of votes would get the next position, all the way down the line until all positions are filled. Is this in keeping in any way shape or form with RR? The results are announced at the AGM, with the successful candidates taking their positions from that date. Thanks for any comments you might have. North of 60 ---> Above the Arctic Circle and beating my head against an ice floe!