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  1. Our 501c3's new (first) Bylaws state that a mid year vacancy in the Executive Committee (made up of four officers) "shall be filled by the Executive Committee with the approval of the school's administration". The current three officers elected a fourth officer, with a 2-1 vote. However, the school administration (principal) is now requiring that the office be filled by a unanimous vote, and will accept/approve the same, or any other candidate, as long as the current three officers all vote in favor of the candidate. Can administrative approval impose a requirement that does not align with vot
  2. I am in an organization which had an elected officer resign. Our Bylaws state that "All officers are elected by ballot, except the Parliamentarian who shall be appointed by the President." Our outgoing President accepted the resignations of two elected officers and appointed their replacements before she left office. A couple of the members raised a point of order as this is a violation of our documents. The President responded that since our organization documents say that "The Election of officers shall be held at the November meeting of each year. The following offices shall be filled
  3. 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 electe
  4. When the President in our non-profit religious organization can only hold office for three consecutive terms. At the end of the third term, he/she automatically becomes the Immediate Past President. This position is an advisory position to the new President. Can the person who becomes the IPP run for and hold a separate elected position? There is nothing in our By-Laws stating a person cannot. Thank you for your guidance. Debbie
  5. Small, non-profit board has a president who wishes to remove the Registrar and confusion exists. In Const/Bylaws, Article-Board of Directors, enumerates that there are seven board members duly elected for two year terms. The President is selected by the membership. The VP, Secretary, and Treasurer are selected by the Board of Directors. The person with the highest number of votes who is not chosen for the board is an alternate director. The alternate director explicitly cannot vote. In later section of the Article, it lists the duties of the officers, but includes a FIFTH person, the Reg
  6. Hello, I am currently involved in a club called DECA within my high school. DECA is a co-curricular club and does require class participation. However, my advisor is now making it a requirement for seniors who want to be an officer to take not only the DECA class they are currently taking, but an additional Business Ownership course. This is not mentioned in the bylaws nor has it ever been brought up previously. Does this go against any rules in Robert's Rules of Order? I am currently speaking with administration to have this requirement be repealed, as my schedule is currently booked next yea
  7. Hello, I am currently involved in a club called DECA within my high school. DECA is a co-curricular club and does require class participation. However, my advisor is now making it a requirement for seniors who want to be an officer to take not only the DECA class they are currently taking, but an additional Business Ownership course. This is not mentioned in the bylaws nor has it ever been brought up previously. Does this go against any rules in Robert's Rules of Order? I am currently speaking with administration to have this requirement be repealed, as my schedule is currently booked next yea
  8. I am te president of an organization. Our Vice President (we only have 1 VP) has resigned. Our bylaws require that the President can fill a vacancy by appointment with the approval of BOD. The bylaws does not address the naming of interim officers. I would like to name an interim VP. Must an interim VP have BOD approval.
  9. Our organization's bylaws indicate that RONR shall be followed, except as otherwise provided in a specific bylaw. Every year, at the first meeting of the board after the AGM, the board members elect a vice-president during the meeting. Nominations are made during the same meeting. The nominations and election are conducted by ballot. One board member has claimed that RONR indicates that any candidate can observe the counting of the ballot. Under the board's current procedures for election of vice-president, this is problematic since each board member hand-writes the name of the candidate
  10. Our procedure for appointing an officer replacement not the President. After the resignation is read of the current officer, the President then appoints the replacement asking for a motion and then approved by majority vote. We follow the present, second, discuss and vote process. We will be adding a co-officer to this same officer position. Does this need to be voted on or just shared and noted in the minutes? If we have to vote on this, it would need to be another motion from the appointment motion? Thanks, Rita
  11. Section 4. The President shall preside at all meetings, appoint all non-elective officers provided by these Bylaws, unless otherwise specifically provided in these Bylaws, subject to the approval of the Board of Trustees, act as Chairperson of the Board of Trustees, and be an ex-officio Member of all committees. The above is under the article of our bylaws describing "Officers and Their Duties". The wording and punctuation seems to indicate: 1) The President shall (a) - preside at all meetings, (b) - appoint all not-elective officers provided by these bylaws unlss otherwise sp
  12. I was wondering if there is some sort of template or basic way to remove an officer of the board whom is also president-elect? We have the two-thirds majority and this is a volunteer organization. Thanks
  13. When an officer of a non-profit group decides not to seek re-election, when does their term officially end? The board assumed it would be at the end of the AGM, as well as the expectation the individual would provide the AGM minutes - since they did not ask anyone else to take them. The AGM minutes are needed at the bank to change signing authority to the new officers - this is what the bank has told the non-profit group. The former officers in question attended the AGM, and functioned in their roles during the meeting, so it was expected that they would supply the minutes for the AGM, and t
  14. 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?
  15. 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 )
  16. 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).
  17. If we are trying to vote out an officer, does the officer being removed have a vote in the matter?
  18. We are holding elections next month and we have two people who would like to run as a unit as co-secretaries. Is this allowed?? Thanks
  19. My state organization's Constitution and By-Laws do not specify that an officer must be elected by a majority vote. In the past, we have made the selection based on a plurality in some years, a majority in others. However, I seem to recall reading awhile ago in RONR that if there is no provision stating otherwise, a candidate must receive a majority of the votes cast to be elected. When I went back to check, I could not locate the paragraph I wanted. Am I mis-remembering? If not, could you indicate which chapter/section (or even page number) of RONR I should find this information in?
  20. A non profit membership organization is being sued by one of its members. Club has services of attorney. As the organization is small, many of the board members have had past 'business relationships' or transactions with the plaintiff. The attorney periodically briefs the BOD on status of litigation. BOD may be asked to approve various courses of action, and eventually possibly a settlement. Some members of the BOD believes they can pass a motion 'recusing' another member from being present at the attorney's briefing and that the motion would in some manner remove that member from any
  21. The bylaws for our board state that "Board officers shall be President, Vice President and Financial Secretary." The Financial Secretary position has been vacant since our last monthly meeting because the board member in that office resigned from the board at the end of the last meeting. The next election is six months away. As I understand it, the words "shall be" in the bylaws do not leave any wiggle room; we must fill that vacancy. The bylaws do not say how soon we must fill the vacancy - indeed the bylaws say nothing whatever about mid-term vacancies.The bylaws do say, however, that RONR s
  22. Guest

    Removing an officer

    Specific question, IF bylaws spell out REMOVAL OF ACTIVE CHAPTER OFFICERS. Certain parties want to impeach the newly elected president, however he has not even been installed.initiated nor done anything against the bylaws. Does Roberts Rules explain that active officers are only installed officers, it seems rather common sense, and also, does Roberts Rules explain what grounds are necessary for impeachment charges
  23. As Corporate Secretary (and an Officer) of my Association I am wondering what my authority is when it comes to internal operational issues is in the absence of the President. I understand that I primarily have the role to report to the Board but there is a situation that happened recently that I am concerned with. Without having a hierarchy (decision making power) spelled out out on paper the management team is at a loss when it comes to making decisions in the absence of the President. There has been a serious safety issue in the office and when the President is not here it is unclear who h
  24. If a election meeting was cancelled due to not enough officer to make a quorum. Is it right to let the general membership know that the meeting was rescheduled so if anyone wanted to add their name to the ballot or dispute a nominee?
  25. I've been mailed a ballot which includes candidate bios of those running for two officer positions; President and Vice President. The person currently holding the President position was appointed to the office after the acting President resigned; that seat is now up for election. Although this person has served on the board for four years, he has held the President position just shy of two years. Yet, his bio states, "I have been President of the HOA for the past 4 years and wish to continue on the board." His bio is misleading and inaccurate. I've contacted the management company who sent out
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