cam Posted February 7, 2011 at 05:23 PM Report Share Posted February 7, 2011 at 05:23 PM Our by-laws state:Section 2.Number, Tenure and QualificationsThe number of directors of the corporations shall be seven (7) including officers of the corporation. Each director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors must be shareholders of the corporation and shall satisfy the nominating committee of their intent to be residents in ______________for at least four (4) months of the term of office to which they arenominated. In addition, only one person per share may be a director.Our Vice President will not meet the 4 month requirement this term, nor did he the last term. The Board of Directors does not enforce this by-law. If the VP runs again, can the nominating committee deny the nomination based on the last two terms. He will againbe asked of his intent to fulfill the residency requirement. What recourse is there if he does not fulfill this requirement.Also what constitutes 4 months he was here for 31 days roughly October 15- Oct 14 does this count as 1 month or 2 since he was here part of each month. I am sure that the board will consider the latter, if questioned.Thanks,CAM Link to comment Share on other sites More sharing options...
George Mervosh Posted February 7, 2011 at 05:48 PM Report Share Posted February 7, 2011 at 05:48 PM You want us to incur the wrath of Dan? Link to comment Share on other sites More sharing options...
Robert B Fish Posted February 7, 2011 at 05:48 PM Report Share Posted February 7, 2011 at 05:48 PM Your organization will have to decide the meaning of this requirement. See page 570ff for some help.Unfortunately we can't make your organization follow its bylaws but anyone can raise a point of order at the annual meeting that this provision hasn't been met for the last 2 years. The chairman should rule on your point of order. However, since the bylaws only require intent and not actual residency, you should be prepared to get a ruling against you.The best way to solve the problem si to make sure residents are aware of his lack of actually being there and to run another caniddate who will be there.-Bob Link to comment Share on other sites More sharing options...
tctheatc Posted February 7, 2011 at 07:13 PM Report Share Posted February 7, 2011 at 07:13 PM The number of directors of the corporations shall be seven (7) ..... ...to be residents in ______________for at least four (4) months .... In addition, only one person per share may be a director.What? no (1) for clarification? Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 7, 2011 at 09:33 PM Report Share Posted February 7, 2011 at 09:33 PM Or you could simply vote in someone who obeys the rules. Just a thought..... Link to comment Share on other sites More sharing options...
Josh Martin Posted February 7, 2011 at 10:43 PM Report Share Posted February 7, 2011 at 10:43 PM If the VP runs again, can the nominating committee deny the nomination based on the last two terms.The nominating committee is free to make whatever nominations it pleases, but it has no control over nominations from the floor.What recourse is there if he does not fulfill this requirement.Raise a Point of Order that he is not eligible, and Appeal from the decision of the chair if necessary. A majority vote is required to overturn the chair's ruling.Also what constitutes 4 months he was here for 31 days roughly October 15- Oct 14 does this count as 1 month or 2 since he was here part of each month. I am sure that the board will consider the latter, if questioned.It is up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted February 8, 2011 at 02:23 AM Report Share Posted February 8, 2011 at 02:23 AM Our by-laws state:Section 2.Number, Tenure and QualificationsThe number of directors of the corporations shall be seven (7) including officers of the corporation. Each director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors must be shareholders of the corporation and shall satisfy the nominating committee of their intent to be residents in _______for at least four (4) months of the term of office to which they are nominated. In addition, only one person per share may be a director.Our Vice President will not meet the 4 month requirement this term, nor did he the last term. The Board of Directors does not enforce this by-law. If the VP runs again, can the nominating committee deny the nomination based on the last two terms?He will again be asked of his intent to fulfill the residency requirement.What recourse is there if he does not fulfill this requirement?Also what constitutes 4 months he was here for 31 days roughly October 15- Oct 14 does this count as 1 month or 2 since he was here part of each month?I am sure that the board will consider the latter, if questioned.Directors must be shareholders of the corporation and shall satisfy the nominating committee of their intent to be residents in ____for at least four (4) months of the term of office to which they are nominated. There is your problem.• There is no residency requirement of "four months".• There is only a psychological requirement of satisfying the Nom. Comm. -- How? By communicating intent to be a resident for four months.There is a vast difference between the two.You cannot "enforce" a psychological requirement. -- You cannot enforce sincerity or honesty.Especially prior to an election, where nothing needs to be documented.That is, you won't know whether the intent is sincere/honest until four month pass.And by then, of course, it will be too late. Link to comment Share on other sites More sharing options...
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