Guest Jim Gallagher Posted October 8, 2011 at 03:16 PM Report Share Posted October 8, 2011 at 03:16 PM I am Chairman of a Chamber of Commerce and I have found myself in the position of having a Board member miss five (5) monthly meetings in a nine (9) month span.Now my question, can I, upon notice to the Director, as Chairman declare the vacancy or do I need a vote to do so? The applicable section is under our bylaws:SECTION 8: ATTENDANCE REQUIREMENTS Directors shall attend meetings regularly. The Chairman shall give notice to any Director incurring three absences within a calendar year. Absences may be excused by the Chairman upon good cause shown by the absent Director. Violation of attendance requirements shall result in a vacancy being declared and a new Director shall be elected to serve the unexpired term of the absenting Director in accordance to ARTICLE IV, SECTION 6. None of the absences were excused. I see that I need a 2/3 vote to filla vacancy in another section of the bylaws. Link to comment Share on other sites More sharing options...
Rob Elsman Posted October 8, 2011 at 03:21 PM Report Share Posted October 8, 2011 at 03:21 PM I am Chairman of a Chamber of Commerce and I have found myself in the position of having a Board member miss five (5) monthly meetings in a nine (9) month span.Now my question, can I, upon notice to the Director, as Chairman declare the vacancy or do I need a vote to do so? The applicable section is under our bylaws:SECTION 8: ATTENDANCE REQUIREMENTS Directors shall attend meetings regularly. The Chairman shall give notice to any Director incurring three absences within a calendar year. Absences may be excused by the Chairman upon good cause shown by the absent Director. Violation of attendance requirements shall result in a vacancy being declared and a new Director shall be elected to serve the unexpired term of the absenting Director in accordance to ARTICLE IV, SECTION 6. None of the absences were excused. I see that I need a 2/3 vote to filla vacancy in another section of the bylaws....shall result in a vacancy being declared...Now you know why bylaws should never be written in the passive voice. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 8, 2011 at 03:22 PM Report Share Posted October 8, 2011 at 03:22 PM The Chairman shall give notice to any Director incurring three absences within a calendar year.You haven't cited any attendance requirement. Your only obligation is to "give notice", whatever that means.By the way, I think most of the regulars on this forum can understand "five" and "nine" without numerical assistance. Link to comment Share on other sites More sharing options...
Trina Posted October 8, 2011 at 04:03 PM Report Share Posted October 8, 2011 at 04:03 PM Apart from the unfortunate vagueness of the quoted bylaws language, this forum is intended for discussion of the application of the rules in RONR. We are not supposed to embark on interpretation of bylaws, even when the language of the bylaws is much less ambiguous than what is cited here.Interpretation of ambiguous passages in the bylaws is the responsibility of the organization. RONR does provide some useful principles of bylaws interpretation (RONR 11th ed. pp. 588-591; pp. 570-573 in the recently superseded 10th edition). Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.