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Found 15 results

  1. Our Bylaws state that after three unexcused absences a Director can be removed from the Board. Three years ago this happened and now the person wants to be a candidate in our upcoming election. Is the person eligible?
  2. The Board of Directors as a whole have allowed numerous Bylaws to be violated over the past year. Can a motion be made to have everyone removed as no one spoke up to say things were not being done according to the Bylaws? If so, how do you refill positions without the organization ceasing to exist?
  3. In a small non-profit society with approximately 10 board members, elections for directors at the AGM seem generally to come from the floor. I attended an AGM recently where several members nominated themselves (and, not surprisingly, were voted in). I have never seen this before, and find this somewhat bizarre. Is there any precedent for self-nomination? I'm not sure of the content of this organization's Constitution. I can find nothing in the Societies Act, other than " The members of a society may, in accordance with the bylaws, nominate, elect or appoint directors. " And in RONR, it seems any member in good standing can make a nomination. But to nominate oneself??? Thanks for any guidance.
  4. We are a small club up till 2 months ago we had 7 Directors, one director at large resigned for illness reason. So we currently have 6, 4 are needed for a quorum, 3 of the 6 remaining hate the President and are now not coming to meetings. They have missed 2 consecutive meetings and 1 special meeting called to discuss our event scheduled for July, 2016. Our by-laws give all the power to the board to fill the vacant seat, however our general membership is who votes yearly for the directors. I am under the impression that the President can call a special meeting for the purpose of filling the vacant director seat. The members have a right to be represented by the board and because of the lack of a quorum at the last 2 board meetings and 1 special meeting this special meeting to be held on 12/6/2015 will ensure that a quorum will be acheived in the future giving the members full representation. My question is what rule # does this pertain to? We want to make sure we have everything done correctly in the notice as to make the meeting notice and then the vote a legal and binding one. Here is the wording for the terms: Board of Directors. The Board of Directors shall comprise of the President,Vice-President, Secretary, Treasurer, and three (3) other members, all of whomshall be members in good standing, elected for one (1) year terms and the Directorswill be elected to one three year term and stagger the election of the Directors overa three(3) year period. The Show Chair will be appointed by the Board of Directorsevery year and be a non-voting member of the board. .Vacancy wording Vacancies. Any vacancies occurring on the Board of Directors during the year shall be filled for the unexpired term of office by a majority vote of all members of theBoard of Directors at its regular meeting following the creation of such vacancy;except in the office of the President, which shall be filled immediately by theVice-President and resulting vacancy in the office shall be filled by theBoard of Directors.
  5. 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?
  6. 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?
  7. 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)
  8. 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!
  9. Guest

    Board of Directors

    Are officers of a homeowners association also considered board of directors?
  10. Can a director or an officer run for an another office while he or she is in mid term of an existing electected term. Can they run for a different position without resigning from the current postion in the organization they hold.
  11. We have a 15 member Board of Directors for a social service non-profit. We are dedicated to best practices and want to be sure we do things right as we are growing our Board and organization. Here is where I am confused... Our Board is getting ready to go through a nominating process for our Directors and Officers (Pres, VP, etc as outlined in our Bylaws). Our Bylaws state that the Executive Committee is charged to "set the slate of officers". Problem is our Bylaws have on Article for Officers and a totally seperate Article for Directors. No where in our Bylaws does it refer to a Director as an Officer. So we are trying to determine who is responsible for nominating the Directors. I read throught the 11th ED and it refers to Directors under the Officers section, so I am wondering if the Executive Committee would be the ones to nominate Directors as well, even though they are not refered to as officers in the Bylaws (and in fact have their own Article in the Bylaws). A BIG thank you for anyone who can help us ensure our nominating process is correct based on Roberts Rules and our Bylaws!
  12. Our directors want to be allowed to appoint the nominating committy and have no nominations from the floor. Is this legal?
  13. 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
  14. Guest

    election of directors

    We have to elect three directors. Can all nominees be placed on one ballot and top three win or do we need three individual elections?
  15. Guest

    Election of directors

    Our organization elects three directors each year. Question is: Must there be three separate votes and have them voted in one at a time, or can we have members vote for three nominees on one ballot with the top three vote-getters declared elected. If we can go with "top 3", is there a percentage of votes that must be attained before being declared "elected"?
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