Guest Louise Posted May 7, 2011 at 05:12 AM Report Share Posted May 7, 2011 at 05:12 AM Hi!We are starting up a new charity. We established an Ad hoc/Steering Committee who assesed the needs of the community, possible services, possible program development etc. They held a public meeting to discuss establishing the organization in the community and formed a board of directors.These board of directors have met 3 times, formed some committees, started Incorporation under the Non-Profit Corporations Act and applied to Revenue Canada for a charity registration number. Bylaws are done etc.They are listed in the Bylaws as the "founding board members." They are also listed on the Charity Registration form that has been sent in - we are just waiting for approval.Our bylaws state that board members are expected to be on the board for a 2 year term (but can do 3 - 2 year terms -so after 6 years they have to go off the board for a year).Our bylaws also state that any board positions left open after the annual members meeting can be filled by those appointed by the board of directors only until the next Annual Meeting.At this point we have no members, other than the board members as we are just starting up and haven't established membership costs yet.1. What is expected of these new "founding board members?" Are they expected to remain on the board for a 2 year term or just until the first Annual Members meeting, which will be in April of 2012 according our bylaws.2. Can these board of directors appoint people to the 4 board positions that are not filled and does this have to be voted on by the board? Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted May 7, 2011 at 05:38 AM Report Share Posted May 7, 2011 at 05:38 AM Guest Louise, I have to start by asking whether or not you have read what RONR says about establishing an organization (p. 536 to about 437; about a half hour or so). If not, please please do. That will have to establish the context of a discussion here, I think, and more importantly, give you some information you probably could use.So I'll have to say:1. What the bylaws say.2. They ca be appointed only if the bylaws give the board the authority to do that. And ... I don't understand, if the board doesn't do it by voting, how else would the board do it? Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted May 7, 2011 at 05:46 AM Report Share Posted May 7, 2011 at 05:46 AM Errghh. I didn't mean that it is mandatory that Louise read what I recommended before discussing her issue on this forum. I meant that it would be a good idea if she did, but either way, responders would know whether Louise was familiar with that material. Link to comment Share on other sites More sharing options...
Guest LOUISE Posted May 8, 2011 at 04:58 AM Report Share Posted May 8, 2011 at 04:58 AM No, I don't have a copy of the book so haven't read that section.There is some mis-understanding of what these "founding board members" actually are. My understanding is that they are board members and fall under all the bylaws for board members. Since they were appointed, not elected, I was not sure if their term was until the next annual members meeting or if they are expected to stay for a 2 year term as outlined in our bylaws for board members that are elected.Other people seem to think that these people are only temporary for some reason . . .Just hoping that someone could clarify.I can get the book and read it but would have to order it and wait for it to come and was really hoping to know this sooner than that. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted May 8, 2011 at 05:39 AM Report Share Posted May 8, 2011 at 05:39 AM No, I don't have a copy of the book so haven't read that section.There is some mis-understanding of what these "founding board members" actually are. My understanding is that they are board members and fall under all the bylaws for board members. Since they were appointed, not elected, I was not sure if their term was until the next annual members meeting or if they are expected to stay for a 2 year term as outlined in our bylaws for board members that are elected.Other people seem to think that these people are only temporary for some reason . . .Just hoping that someone could clarify.I can get the book and read it but would have to order it and wait for it to come and was really hoping to know this sooner than that.Umm. I do strongly suggest that you get the book, and read the parts about forming a new organization. Of course don't read it all at once, or even by the end of the week. (Someone used to frequently advise new readers to knock off ten pages a day -- small pages with big print -- and have it all under your belt in a couple of months.) When you do get it ...The sentence on p. 571, lines 25 - 27, suggests that if the bylaws specify that these are "founding board members," the term must mean something beyond these people's just being board members, and happen to be the first ones. But if the bylaws say nothing else, you're left wondering.So turn back to p. 570, and observe that the first principle of interpretation says that your group itself must decide what its ambiguous bylaws mean. (By a vote, not interminable squabbling.) Be sure to fix these details by amending the bylaws, properly, as soon as possible.(And if there are any legal aspects to all this, you need to ask a lawyer, not a parliamentarian.)2. Wait, these "founding board members" were appointed?? By who??!?3. If the assembly decides all those details about the founders, as if it were all implied in the bylaws, then there you have it. If not, then ... hmm. I think you have to decide that too, anyway. One question to ask yourselves: is there any reason to think that the founders' terms are different from the terms stated in the bylaws? If so, what is this reason, and it better be good. 4. You haven't had an annual membership meeting yet, as I understand this, so the bylaws sentence involving that meeting won't apply to anyone. So how to fill those empty (not technically "vacant," but please don't pin me on this) board positions? Maybe call the annual meeting right now (unless the bylaws say when it is held). Or call a special meeting, if the bylaws allow for a special meeting. The only possible attendees will be those founders, but nothing wrong with that.I think. But as far as interpreting your bylaws is concerned, I don't get a vote. I shouldn't even be typing. Link to comment Share on other sites More sharing options...
Guest louise Posted May 8, 2011 at 06:20 AM Report Share Posted May 8, 2011 at 06:20 AM The founding board members were appointed by the Steering Committee. There was a motion made that these names be accepted as board members and all were in favour.Nothing is mentioned regarding founding board members in our bylaws.Our Annual Meeting is to be held in April of each year - this is in the bylaws. Link to comment Share on other sites More sharing options...
hmtcastle Posted May 8, 2011 at 08:59 AM Report Share Posted May 8, 2011 at 08:59 AM Nothing is mentioned regarding founding board members in our bylaws.Then all you have are board members and the first (four?) board members will have the same rights and responsibilities (no more, no less), then the next set of board members. The board is the board is the board, though its members may come and go, and your current ("founding") board can do whatever your bylaws says your board can do. No more and no less. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted May 8, 2011 at 06:11 PM Report Share Posted May 8, 2011 at 06:11 PM The founding board members were appointed by the Steering Committee. There was a motion made that these names be accepted as board members and all were in favour.Nothing is mentioned regarding founding board members in our bylaws.Our Annual Meeting is to be held in April of each year - this is in the bylaws.Wait, wait, wait, Louise, you said in your opening post that "They are listed in the Bylaws as the 'founding board members.'" Please re-read them and tell us which it is.5. (The above was more on my #2, of Post 5 on this thread.) But, but, where did establishing the steering committee come from? And what gave it the power to appoint the Founding Board Members?(Has your copy of RONR arrived yet? Can you read the material on forming an organization by , well, maybe tomorrow?)6. Who, did you have an Annual Meeting a couple of weeks ago??? Link to comment Share on other sites More sharing options...
Guest LOUISE Posted May 9, 2011 at 10:10 PM Report Share Posted May 9, 2011 at 10:10 PM Wait, wait, wait, Louise, you said in your opening post that "They are listed in the Bylaws as the 'founding board members.'" Please re-read them and tell us which it is.5. (The above was more on my #2, of Post 5 on this thread.) But, but, where did establishing the steering committee come from? And what gave it the power to appoint the Founding Board Members?(Has your copy of RONR arrived yet? Can you read the material on forming an organization by , well, maybe tomorrow?)6. Who, did you have an Annual Meeting a couple of weeks ago???Yes, I guess I didn't explain this very well. They are listed at the beginning of the bylaws as "Founding Board of Directors" - names are all listed below this. But under the section regarding board members and all the rules pertaining to the board members there is no mention of "founding board member" or any special rules for them.The steering committee was established from a community meeting that was open to everyone. The Steering Committee met several times, did a few surveys in the community and basically discussed options and set up a board of directors. The Steering Committee was then disbanded and the board of directors took over.No, there was no Annual Meeting in April. Link to comment Share on other sites More sharing options...
Gary c Tesser Posted May 11, 2011 at 08:11 AM Report Share Posted May 11, 2011 at 08:11 AM Yes, I guess I didn't explain this very well. They are listed at the beginning of the bylaws as "Founding Board of Directors" - names are all listed below this. But under the section regarding board members and all the rules pertaining to the board members there is no mention of "founding board member" or any special rules for them.The steering committee was established from a community meeting that was open to everyone. The Steering Committee met several times, did a few surveys in the community and basically discussed options and set up a board of directors. The Steering Committee was then disbanded and the board of directors took over.No, there was no Annual Meeting in April.I will try to follow the numbering for the specific issues in this thread, notwithstanding some inconsistencies in it. (It would have been better to leave Guest Louise's questions as #1 and #2, since they were already there.)1. So I don't think that we, here on the Robert's Rules Website Forum (RONR MB) have definitively answered your question about when the Founding Members of the board serve until. Those who say that they are "temporary for some reason" might be right, if the bylaws say (as bylaws often do) that the board of directors is elected at the annual meeting.(That will be a problem also, since your first annual meeting won't be till a year from now.)-- And yes indeed, this would be a conflict if the bylaws also say, elsewhere, that the terms are two years, period. Some would argue that means two years, to the day, from the moment they began serving in office, regardless of when annual meetings occur. Which would be a problem, if the board members stop serving somewhere between election-meetings.You would then have another ambiguity, or conflict in the bylaws, that your membership would need to resolve. I jsut hope the membership has more regular meetings than only the annual meeting. Although the only possible members right now are the board members, and that's itself questionable.I think you might want to consult with a local parliamentarian. I think you have more serious questions than only hte two you first asked.5. Thanks for clearing it up about the steering committee. Link to comment Share on other sites More sharing options...
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