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reconstituted Board


Guest Sharon

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Thanks to all who helped us by answering questions over the past few months. Now, new but more hopeful, issues have arisen.

The court and the legal system are currently reviewing a request to remove the whole Board. My question IS... if the whole Board is removed by the Circuit Court, are there guidelines in Roberts Rules for reconstituting the Board since this is clearly not discussed in our Bylaws. No one imagined issues like those we have been dealing with.

Once the current Board is removed from their directorships. where can I find instructions on holding a new election. Our original Board (1973) was formed using the rule of 1/3 for a one year term, 1/3 for a two year term, and 1/3 for a full 3 year term. Then 1/3 elected for a three year term every annual election. BUT can this be used to reform a board for an established association? Who would open and run that election?

What other help can you give me/us?

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Our original Board (1973) was formed using the rule of 1/3 for a one year term, 1/3 for a two year term, and 1/3 for a full 3 year term. Then 1/3 elected for a three year term every annual election. BUT can this be used to reform a board for an established association? Who would open and run that election?

The general membership would hold an election just as it presumably did when the first board members were elected. The newly elected members would fill out the staggered terms of the members who were removed.

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The general membership would hold an election just as it presumably did when the first board members were elected. The newly elected members would fill out the staggered terms of the members who were removed.

I can tell that its summer. 8-) after a few hours there are normally multiple answers to questions. Do more of you agree that we can use this procedure? Who would take the floor first and who could order the money taken from the bank to finance a notice of an election of directors to fill the unexpired terms? Someone suggested that we remove all but one of the current directors leaving that director under orders to arrange the election and hold the special meeting for the election. That seems to hold some possible fairness issues when compared with wiping the slate clean. When we go to the court with a recommendation, we really want to follow any Roberts Rules that might apply.

Sharon

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after a few hours there are normally multiple answers to questions.

True but sometime there is no further answers when the first response answers the question.

Do more of you agree that we can use this procedure?

I do.

Who would take the floor first and who could order the money taken from the bank to finance a notice of an election of directors to fill the unexpired terms?

If you are doing a Special Meeting to hold the elections (which can only be done if the bylaws provide for them) the Secretary would include the previous notice of the elections in the call of the Special Meeting. If the elections are to take place in a regularly called meeting the notice would still be in the Call of the meeting. Not sure why any extra money would be required. Doesn't the Secretary get some sort of budget for sending out these notices (or just a bunch of stamps and envelopes) and performing her other duties?

However, check Court Order to see what procedures they may require for re-populating the Board because you will need to follow them no matter what RONR says on the subject.

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I'm not sure that I was clear enough in my first note. The situation would be,,, that there is No longer a Board, and thus no Secretary and No President left standing. So, the notice to the membership (widely distributed across the country) that the Board is gone, and the notice of a call for a meeting would have to be handled by someone, as well as financing the postage and printing. The current signature cards for the Association bank accounts are in the hands of the current offices who would be Gone. The Bank requires the minutes of a meeting which gives signature authority to elected officials so they wouldn't (theoretically) release any funds. But who calls that meeting and who pays the bills while this is going on.

Our bylaws do not have a provision for calling a special election. But the court's action would be taken based on violations of a law governing not-for-profit corporations. This could wipe out the Board entirely leaving us with a procedural muddle.

Would it be better to ask the court to leave one Director in place and order them to take action to call an election? Our bylaws give the Board the right to appoint directors to fill unexpired terms, but that action is what caused our current issues which cronies supporting issues that they didn't understand, and placing the Association at risk.

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It sounds to me that you all are more in need of legal advice than parliamentary advice. All the transition issues you raise should be addressed to a lawyer familiar with your type of organization.

Does everyone agree that Robert's Rules has no advice to offer on this situation where an established Association is left without a functioning Board? Even that information would help when talking with the court.

Sharon

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Does everyone agree that Robert's Rules has no advice to offer on this situation where an established Association is left without a functioning Board? Even that information would help when talking with the court.

Sharon

Well, it's not so much that RONR has no advice to offer, it's that your bylaws do not provide for special meetings, nor a person to call them, so it's going to be difficult to have your election for the new board, if all you have is RONR to advise you.

But it may be possible to have the court appoint someone to preside over a special election, and authorize that person to call a special meeting with prior notice for that purpose. That court order would supersede your bylaws, and allow you to elect everyone you need to jump-start the new board organization.

The way to find out for certain is to consult an attorney.

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Well, it's not so much that RONR has no advice to offer, it's that your bylaws do not provide for special meetings, nor a person to call them, so it's going to be difficult to have your election for the new board, if all you have is RONR to advise you./quote]

Our Bylaws do have a provision for calling a special meeting.. Well, what they say is that at the request of 1/3 of the members, the President must call a Special meeting of the members. We have a large number of signatures, but our Board refuses to give us the total number of members. THAT is in the hands of an attorney. Obviously, the President will not be helpful in running that meeting. We will be able to appoint a President ProTem. We've had to do that at our Annual members meeting.

The procedures from that point on are not clear to me. Our Bylaws do not have a provision which allows the members to remove the Board. Only the Board can remove individual Board members, NOT helpful here. We are relying on the authority of the Circuit Court to remove a Board, but that is not a common procedure and the court may ask for opinions on how to proceed to reconstitute the Board. It will ask if Roberts Rules can help. I agree that an election to fill the remaining terms of the current Board members is reasonable. Since the whole Board would be removed, the 1/2/3 year term election plus the few months remaining until the Annual Meeting - but those months could be taken up with the pre-election process. During that time, someone has to pay bills.

If anyone could outline possible procedural steps OR refer me to a place in RONR that would be great. Otherwise, I'll stop taking up your time. Thanks

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What we do in my biker gangs is, just call the special meeting, and whoever calls it is automatically the president. What's the real one gonna do, take you to court?

[Edited to insert gratuitous if pro forma mention of crocodiles]

Ohhhh I wish things were so easy.

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We are relying on the authority of the Circuit Court to remove a Board, but that is not a common procedure and the court may ask for opinions on how to proceed to reconstitute the Board. It will ask if Roberts Rules can help. I agree that an election to fill the remaining terms of the current Board members is reasonable. Since the whole Board would be removed, the 1/2/3 year term election plus the few months remaining until the Annual Meeting - but those months could be taken up with the pre-election process. During that time, someone has to pay bills.

If anyone could outline possible procedural steps OR refer me to a place in RONR that would be great. Otherwise, I'll stop taking up your time. Thanks

It sounds to me like you will need the services of a professional parliamentarian, as well as an attorney (which presumably you already have if your case is being head by the Circuit.) To come up with a workable plan would require a thorough reading of your existing bylaws, which we can't undertake to do here.

The steps would not be that complicated, it's just that in your current condition, nobody is willing or able (or authorized) to implement them, so they will require the authority of an order from the court to take the necessary actions that your (outgoing) board refuses to take.

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It sounds to me like you will need the services of a professional parliamentarian, as well as an attorney (which presumably you already have if your case is being head by the Circuit.) To come up with a workable plan would require a thorough reading of your existing bylaws, which we can't undertake to do here.

I agree. The situation here involves the Bylaws of the organization and the legal system, and resolving it is well beyond the scope of RONR and this forum.

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