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reconstitution of the board


Guest sharon

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Due to constant conflict with and within the BOD, there has been a call for the whole Board to resign. A drastic, but possibly good solution.

Our Bylaws don't deal with that situation. The 12 person Board has staggered 3 year terms of 4 directors each term, and a turnover in 3 years. The election of new Directors is reserved for the Membership at their Annual Meeting, but the BOD has the right to fill prematurely open seats without membership vote. During this year of conflict, the Board has changed so that only 4 current members of the Board were actually elected by the membership.

Someone suggested that an independent panel be appointed to manage/mediate nominations and new election of the whole Board giving staggered terms to the winners. Then, following our Bylaws the new Board would elect its officers. Is there anything in Robert's Rules to help us manage this?

There is still serious doubt that the current officers will comply with this suggestion, but we want to be prepared with a procedure if they do.

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Due to constant conflict with and within the BOD, there has been a call for the whole Board to resign. A drastic, but possibly good solution.

Our Bylaws don't deal with that situation. The 12 person Board has staggered 3 year terms of 4 directors each term, and a turnover in 3 years. The election of new Directors is reserved for the Membership at their Annual Meeting, but the BOD has the right to fill prematurely open seats without membership vote. During this year of conflict, the Board has changed so that only 4 current members of the Board were actually elected by the membership.

Someone suggested that an independent panel be appointed to manage/mediate nominations and new election of the whole Board giving staggered terms to the winners. Then, following our Bylaws the new Board would elect its officers. Is there anything in Robert's Rules to help us manage this?

There is still serious doubt that the current officers will comply with this suggestion, but we want to be prepared with a procedure if they do.

The bylaws concerning the filling of vacancies in the board are unsuspendable. Since, in this case, the bylaws provide the procedure for filling vacancies, other procedures are thereby excluded.

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That sounds okay at first. But what do we do if the whole Board resigns at once? Then there is no BOD to appoint someone to fill the open spots. Do the members just take over and do whatever pops into their minds? Theoretically, the members can only appoint 4 new directors each year.

As I write this, I'm wondering if then those 4 become the new Board and can appoint the rest of the seats? It seems unfair somehow, but maybe correct procedure? We'd be back to 4 elected and 8 appointed friends of the 4 Board members.

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Due to constant conflict with and within the BOD, there has been a call for the whole Board to resign. A drastic, but possibly good solution.

Sounds like a very bad "solution". In any case, resignation is a voluntary act so call all you want. Hopefully at least some of the board members will realize that their duty is to serve, not quit.

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That sounds okay at first. But what do we do if the whole Board resigns at once? Then there is no BOD to appoint someone to fill the open spots. Do the members just take over and do whatever pops into their minds? Theoretically, the members can only appoint 4 new directors each year.

As I write this, I'm wondering if then those 4 become the new Board and can appoint the rest of the seats? It seems unfair somehow, but maybe correct procedure? We'd be back to 4 elected and 8 appointed friends of the 4 Board members.

Presumably, all this was thoroughly debated when the bylaws were adopted.

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That sounds okay at first. But what do we do if the whole Board resigns at once? Then there is no BOD to appoint someone to fill the open spots. Do the members just take over and do whatever pops into their minds?

No, acting rashly without thinking is seldom a good idea!!

As I write this, I'm wondering if then those 4 become the new Board and can appoint the rest of the seats? It seems unfair somehow, but maybe correct procedure? We'd be back to 4 elected and 8 appointed friends of the 4 Board members.

At least now you're thinking, so that's good!

Remember who the subordinate assembly is, and subordinate to whom. Then get your ducks in a row, and try to make sense of your bylaws and follow them. It's up to the assembly to decide what they mean. With this last thought, maybe you're on your way to doing that. Just make sure you're acting in concert with the rest of the assembly.

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Is there anything in Robert's Rules to help us manage this?

No. If the Bylaws provide that the board fills vacancies, then only the board can fill vacancies.

But what do we do if the whole Board resigns at once?

Then you won't have a board until the next regular elections or until you amend your Bylaws to provide for an alternative vacancy-filling procedure. Depending on how often the general membership meets, that might be no big deal or it might be a disaster.

Do the members just take over and do whatever pops into their minds?

The general membership may only take action in the name of the society at meetings of the general membership.

Theoretically, the members can only appoint 4 new directors each year.

Well, that's a start.

As I write this, I'm wondering if then those 4 become the new Board and can appoint the rest of the seats? It seems unfair somehow, but maybe correct procedure?

That is one option. Another option is to amend the Bylaws.

We'd be back to 4 elected and 8 appointed friends of the 4 Board members.

If the general membership elects people it trusts that shouldn't be such a big problem.

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Due to constant conflict with and within the BOD, there has been a call for the whole Board to resign. A drastic, but possibly good solution.

Our Bylaws don't deal with that situation. The 12 person Board has staggered 3 year terms of 4 directors each term, and a turnover in 3 years. The election of new Directors is reserved for the Membership at their Annual Meeting, but the BOD has the right to fill prematurely open seats without membership vote. During this year of conflict, the Board has changed so that only 4 current members of the Board were actually elected by the membership.

Someone suggested that an independent panel be appointed to manage/mediate nominations and new election of the whole Board giving staggered terms to the winners. Then, following our Bylaws the new Board would elect its officers. Is there anything in Robert's Rules to help us manage this?

There is still serious doubt that the current officers will comply with this suggestion, but we want to be prepared with a procedure if they do.

Actually, that sounds like a very bad solution.

Situations involving conflict are exactly where Robert's Rules is needed. If there is conflict which prevents board meetings from getting business accomplished, be careful to strictly enforce the rules on decorum during meetings, and increase the formality required, especially directing all remarks to the chair and never to other members.

There's nothing inherently wrong with conflict. Make a motion, debate it respectfully, take a vote, move on. Conflict settled. Rinse, repeat.

See Decorum in Debate, (RONR p. 379, l. 25) and Pattern of Formality (RONR p. 21-24).

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This sounds a lot like the issue I have but instead of the BOD quitting altogher, the school administration dissolved the entire board. No, our by-laws do not give them the power to do so. We have a right to assembly.

Our BOD was elected by majority vote. How could one party cause the dissolution of a BOD which theoritically would allow the non-winning parties to assemble a new BOD one which they will then have assembled in voilation of the by-laws.

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This sounds a lot like the issue I have but instead of the BOD quitting altogher, the school administration dissolved the entire board. No, our by-laws do not give them the power to do so. We have a right to assembly.

Our BOD was elected by majority vote. How could one party cause the dissolution of a BOD which theoritically would allow the non-winning parties to assemble a new BOD one which they will then have assembled in voilation of the by-laws.

Well, they can't.

But now you're well beyond parliamentary procedure and into the realm of legal remedies.

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This sounds a lot like the issue I have but instead of the BOD quitting altogher, the school administration dissolved the entire board. No, our by-laws do not give them the power to do so. We have a right to assembly.

Our BOD was elected by majority vote. How could one party cause the dissolution of a BOD which theoritically would allow the non-winning parties to assemble a new BOD one which they will then have assembled in voilation of the by-laws.

Well, they can't.

But now you're well beyond parliamentary procedure and into the realm of legal remedies.

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