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  1. Hello, I am President of my nonprofit. At our February executive board meeting, we had 5/10 members present and at that meeting, I informed the 5 Executive Board members present, that we would need to do security upgrades to our site including a new lock. No one had any objections at the board meeting. I then received an electronic lock as a donation, days after the meeting. I installed it at our site but have not issued key cards. I planned to issue them at our April general membership meeting, as well as explain what I did to enhance security (installed the lock system). A board member asked me at the April general meeting, “who gave you the authorization to install the device without bringing it to the general membership? What board meeting was this discussed at, as I never heard about it! (This member wasn’t present at the February Board meeting) Another non-board member chimed in and asked me, “Adrian, how did you get this item, did you buy it, did you steal it? You need to read our constitutions and bylaws!” Members present at the meeting were in shock how they teamed up and embarrassed me at the general meeting, where I have new members present. My apologies for the lengthy entry, but my questions are, (1) was I in the right to install this as long as my board knew about it and what can I do about the member asking if I stole the system, as I am insulted by both of his statements. Thank you for your input. Respectfully submitted, Adrian Machalik
  2. I am on the board of directors as the (SOA). Our President and Vice President are having a meeting with the club Attorney regarding 2 members that they want removed from the club. They are denying me access to the meeting. Can they do this?
  3. I'm on the Board of a Neighborhood Organization, and our current President is insisting on assembling a Nominating Committee by herself, when our Bylaws specifically state that a Nominating Committee is appointed by the Board of Directors, not the President alone. She will be bringing her Committee selection to a vote at the next Board meeting. Is there a procedure in Robert's Rules to stop a vote from coming to the floor when it is in violation of our Bylaws?
  4. Background - Our board president has resigned and the resignation has been accepted by the board. Our constitution & bylaws state that either the immediate past president or president elect can assume the vacated position. The board consulted with the immediate past president and president elect and unanimously voted to have the immediate past president assume the title of board president. Question - our constitution & bylaws have no language regarding what, if any, role a president who resigns should have on the executive council. It's the opinion of some members that the president who resigned should retain his position on the executive council as immediate past president. It's the opinion of other members that the president who resigned no longer has any position on the board or executive council. Absent any specific language in our constitution & bylaws, does RONR offer any guidance as to whether a president who resigns mid-term should retain a position on the executive council as immediate past president or should vacate all positions on the executive council. I hope I'm being clear. If not, I'll be glad to elaborate. I appreciate any guidance you're willing to share.
  5. Our Board has gone through a dramatic few years since Hurricane Harvey, and we are heading into 2020 ready to break ground on a new building. The current president is completing his second term on the Board. According to our bylaws, he will be no longer on the Board beginning January 1, 2020. However, the current board president is advocating that he should remain on the Board for one more year as Immediate Past President. ( I have read other threads on this forum regarding whether or not to have an official IPP position on the Board. This may be something the Board needs to address.) Because the bylaws identify an official IPP, and by definition, he is the IPP - whether or not he is on the Board - does the need for an IPP overrule the fact that the current president would be exceeding his term limit? What language can we add to the bylaws to clarify protocols for this situtation for future reference? Is there a specific reference in Roberts Rules I should consult? Thanks, Karol Stewart
  6. For my upcoming board meeting, my Board President, Vice President and Secretary are not able to attend. Can my Board Treasurer preside over the meeting?
  7. In a meeting of the entire 115-member club (not a board meeting), is it appropriate for the president to tell the club members about something she told the board at a board meeting? To elaborate, our club voted to go ahead with a storage building project - the vote was announced in our monthly newsletter, a presentation was given by the committee charged with this project, showing the builder's proposal, and it was then voted on and passed by about 10 votes - there were 65 members present. This happened several months ago - the committee secured a pre-authorized loan and the builder had an architect start working on drawings - we have to have those to take to town meeting in order to request a building permit. A few weeks ago, the club president went to the board meeting and said she was going to resign if the project went forward because she didn't think it was a good idea. The board talked her out of that, but at the general club meeting last week, she told the members about what she said to the board ...about her threatening to quit if the project continued. One of her friends then got up and made a motion to rescind the building project. Now we have a vote on that coming up at the end of them month. In the mean time work is being done by the architect because it hasn't been cancelled yet and we're not sure it will be. I'm the treasurer of this board and am not comfortable with how this went down. I was under the impression that it's okay for the president to talk about their personal opinions with the board, but not in in front of the whole assembly - especially not in their role as president. She told me she can do this. I said that if she wanted to enter into any debate on it she had to step out of her role as president during this - she said I'm wrong. In her role as president and chair of the general meeting, should the president be bringing up her feelings about club matters? Thank you in advance, our board is divided on her actions.
  8. My Volunteer Fire Department has finally formed a by laws revision committee. This will hopefully solve a few problems with our current by laws including the fact that nobody has a complete current copy. However the way the committee has been appointed and is operating is raising some questions. 1) The President (who appoints all committees unless otherwise specified) has appointed himself to this committee and is acting as chairman. In most other associations I have been in the President can't serve on committees because he has oversight of those committees. None of the available bylaws we have say anything about this, although it could be a custom. 2) The president called for volunteers then appointed 5 out of the 7 volunteers. Of the 5, two are his sons. I am another and the final member is probably our best versed in bylaws and parliamentary matters. 1 of the members who was turned down is the girlfriend of one of his sons and the two do not have a good rapport outside of the department. 3) There has so far been 1 meeting. It was called the day before and I was unavailable due to work. The other non family member was in the station and was not told the meeting was going on so he did not attend. Thus the meeting was just the President and his two sons. To be fair they are not always in agreement with him but it just looks bad to quite a few members. So the issue / questions are 1) is this a properly appointed committee? 2) Does the large number of family members make a conflict of any sort? Is there any requirement for how long in advance a committee meeting is called?
  9. Guest

    Removal of President

    I’m part of a sports organization who’s president is abusing power and constantly working the grey areas of our horribly vague Bylaws. Several of us want to vote him out, but we have no proper explanation of this in our bylaws. We have voted others out in the past by majority, but this one will go down with a fight using everything possible to stay. - If making a motion to vote out the president, does the president get a vote for themself? - If there is cause against their actions/character, does anything protect them? - Are there any solid full-proof guidelines to ensure this process works?
  10. Our organIzation has always been loosely run and now our Board would like to call for the removal of our President. We are looking trying to understand the by-laws. Your assistant is much appreciated! Our by-laws state “Any Director, Officer, or Committee Chairperson may be removed from office by a vote of a majority of the entire Board of Directors for failure or refused to perform the duties of the office properly or for conduct bringing the Corporation into disrepute”. Two board members have seemed to start a personal campaign against me for a personality conflict. They have gotten other board members to go against me and sent me an email with statements that are unfounded and not factual. They have asked for my resignation or they will vote me out by majority vote. The Board has had several conference calls to discuss my removal. I was not aware of the calls and was not notified. I am also wondering who can call a Special Meeting to have a vote or for any other reason. Our membership only votes for elected officers. Under Meetings, the by-laws state “Special Meetings of the Corporation shall be held at such times and places as the Board of Directors shall determine. Special meetings also shall be called by the President upon the request in writing of not less than 5% of the Active Professionak Members, who shall specify in their request the business which they desire to be considered at the proposed meeting.” Under Notice, a paragraph states, Special Meetings of the Board of Directors may be called on four days’ notice by first class mail or 48 hours notice if delivered by phone or email.” I am trying to understand: 1)if the Board can remove me as President for statements which are petty, not factual, and unfounded with a Majority Vote. 2) Who has the authority to call for a special meeting to discuss my removal? If notice was not given to the entire board, does this make the meetings null and void? 3) Who has the authority to send out notice for a special meeting of the board to vote for my removal with a Majorty Vote (which they seemed to have already determined is majority). If they had a meeting to vote me out and I was not included, does this make it null and void? Thank you!
  11. President resigned, vice president stepped up to fill the spot . The question is, for how long does the vice hold the position ?. Our club holds election every year , President and directors positions are 2 year positions and it is staggered so only half come up for re election each year. The president's position is not due for re-election until this fall 2019. Does the vice president hold this position until 2019 or is it shortened and put in for a vote in this years election fall 2018 ? Our bylaws do not address this problem .
  12. I serve as Treasurer on a non-profit board. At our last meeting, both the president & vice-president resigned. We have no succession plan in place. Who serves as the interim president? Secretary, Financial Secretary or Treasurer?
  13. Our constitution tasks the president with appointing a number of "general staff" positions, and the Executive Board with appointing a number of "independent staff" positions. The constitution does not specify the term for such positions, nor a procedure for removing staff. Can the president unilaterally remove general staff, and the executive board independent staff? I know RONR says that a president with the authority to appoint committee members may also remove them, but I'm not sure if that applies to other things as well. Here is a link to our constitution. Articles 7-9 are particularly relevant: https://docs.google.com/document/d/1HasJflfN5CKSqdEz0n3ihdK3cgq6-3ooyuBq0pFllRs/edit?usp=sharing Edit: the staff are not paid, there are no contracts, and the organization is not incorporated
  14. My volunteer organization operates off of a written constitution and bylaw book. I have a question which breaks down into several parts, all around the authority of the President. Our books clearly outline the responsibilities and duties of all officers and members. We have stipulations for membership which directly relate to benefits after a certain time period, basically if you do your duties for the required amount of time you’ll have less requirements after 7 years and then again after 10 years. Should you not perform your required duties, you suffer a loss of credited time which will need to be made up before being able to have less responsibilities. At our last meeting, our President basically wiped the time clean for those members who owe time going back to 2014. There is nothing in our books that state this is permissible. I’m looking for some specifics from RROR that I can cite at our next meeting and not simply “They can’t do that” answers. Any and all help is greatly appreciated.
  15. According to the by-laws if a President has to step down for any reason, he will appoint an acting P in his place until the set elections. In this case, a particular person will ask the P to step down, back story unnecessary. If the P removes himself, is he entitled to appoint someone still and whether or not someone is appointed, can the membership call an emergency vote to fill the new position before the set elections?
  16. In the absence of the secretary in executive session (as she is an employee and a non-voting member of the board), can the president take his own minutes or should he appoint someone else to do so? Also, shouldn't the minutes be adopted at the next executive meeting, especially if it is on the same topic?
  17. I have had the position of president for 6 months, I have been asked to resign by the discipline due to "lack of trust" or be suspended. if i resign do i still hold position of past president?
  18. Guest

    President Authority

    Good afternoon, Our chapter president dictates tasks and other policies on a regular basis. I know the presiding officer has the right to set procedures for expedition of meetings, but our president is setting procedures that are contrary to our bylaws and, what I believe to be, RONR. She states that it is within her authority to do so. Additionally, she states that other officers and chairs are subordinate to her and that if we disagree or don't do as we say we are being insubordinate. What authority does a chapter president/presiding officer have over members, officers, and chairs? Thanks!
  19. Our bylaws state the President appoints the chairperson and all members of the standing committees and be an ex-officio member of all committees. Our current President was a committee chair when they were elected President. At first, they agreed to step down from the committee and appoint a new chair. Now the President has stated that they will continue as chair of the committee. Is this proper? Can the President be chair of a committee if bylaws state they are an ex-officio member of the committee? Also, our officers and committee chairpersons receive compensation. If the President can be committee chair, should she get paid as President and as committee chair?
  20. President of nonprofit member organization (board term 7/1/16 - 6/30/18) resigned March 2017. Bylaws do not state how to replace president mid-term. Current VPs have declined the position. Do we solicit nominations and put forth a ballot to the membership?
  21. Our current President, during our Unit meeting, slid a piece of paper to her second vice requesting that she read the page. On the page was our President's formal request for our Unit to "endorse" her for Department. She asked, verbally for support, a few said yes, many stayed quiet not supporting her but also not wanting to say no. As President should she not have excused herself from the room, or better requested secret ballot? Several officers were absent from the meeting and would like to know if it is possible to get the "endorsement" overturned.
  22. Guest

    President Gone Rogue

    So our president has gone rogue. He claims to know that only the board as a whole has the authority to make decisions, but he's not living it and is seeking to dictate to the entire board "how things are going to be." Is there anything in Robert's Rules that speaks to the "limits" of a president's so-called power? As well, our bylaws do read that directors are elected for "a three-year term or until the director's successor is elected." I understand that to mean that the general membership has the ability/power to remove a director at a duly called meeting for any reason (or no reason). Is this correct? If that is correct (and if so, I surely hope it doesn't come to that, since it would cause division in the organization), what is the proper procedure for doing that at a meeting? Does one just stand up during a lull and say, "I move to remove Mr X. from the position of president"? Does notice need to be given? Should the president be made aware that this is coming?
  23. Can the chairman of the board of a non-profit organization also be the president? Also, do they have voting privileges?
  24. Can the President of an organization with by-laws break them by making an "executive decision" when no such thing exists in the rules? Examples: 1. All vehicles in the show must be year model 1970 or earlier. No members may park a later year model vehicle in the show area. This is the rule above but the President allowed one of the members to break it and said "I made an executive decision because she had paid for her space and her car did not get fixed on time but she had another vehicle that is a 1972 and I allowed it." I would not think he would be allowed to make such a decision. 2. The silent auction winners or Accessory sales purchases must be paid for in cash unless you are a member. We will only take a check from a member. The president said he "trusted" the buyer and allowed for the check to be accepted. Can he do this?
  25. Hello all, A community Civic Club with much confusion within currently just held it's election. The current secretary ran for president and won without resigning from his secretary role. Currently, he holds both the secretary and president position. Whats the rule of thumb when it comes to 1.) holding two positions at once and 2.) is the secretary required to step down before running for president so that the secretary role can be filled? Thank you, BrodysDad
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