Jump to content
The Official RONR Q & A Forums

emergency vote on a board member


Guest paula

Recommended Posts

You should probably address the bylaw oversight (if it is indeed an oversight) at your next regular meeting.

Is this a vacancy on the board? Do your bylaws prescribe any means of filling a vacancy until the next annual meeting?

I don't have the book in front of me, but there is a provision in RONR for emergency action that then needs to be ratified at the next regular meeting. Someone more knowledgeable than I can give you the specifics on that one.

Edit: I'm not sure that getting someone on the board would qualify as an emergency, however, unless there weren't enough members to transact business.

Link to comment
Share on other sites

However, if the "new board member" is being proposed to fill a vacancy caused by the resignation of an "old board member", your bylaws may well tell you how to fill that vacancy. (Often the remaining board members select someone.)

But if there are no vacancy-filling rules in your bylaws, you are stuck with waiting until your regular election meeting, or calling a special meeting, if your bylaws authorize them, and electing a replacement in the same manner as your regular elections.

Link to comment
Share on other sites

I don't have the book in front of me, but there is a provision in RONR for emergency action that then needs to be ratified at the next regular meeting. Someone more knowledgeable than I can give you the specifics on that one.

Edit: I'm not sure that getting someone on the board would qualify as an emergency, however, unless there weren't enough members to transact business.

This is one of the areas rewritten in the 11th edition, precisely in order to avoid the misunderstanding found in the last sentence of the quote. The word "emergency" found in earlier editions will not be found in the 11th. Here's why: action that is invalid (for lack of a quorum, because a meeting was inadequately noticed or otherwise invalidly called, or for any other reason) IS INVALID. There is no "emergency" exception.

Now, it is true that it is possible for a valid meeting to "ratify" previous action invalidly taken. It is entirely up to the members whether or not they wish to ratify invalid action -- and they are not limited to ratifying invalid action only if it was taken in an "emergency."

See RONR (11th ed.), pp. 124-25.

(Actually, I shouldn't have said it is entirely up to the members whether they wish to ratify invalid action, since they cannot ratify actions they would not have had the right to authorize in the first place. RONR [11th ed.], p. 125, ll. 6-14.)

Link to comment
Share on other sites

Glad I picked up an 11th edition on the way home tonight.

The specific phrase at p. 125, ll. 6-8, "An assembly can ratify only such actions . . . as it would have had the right to authorize in advance," leaves me to wonder: In the case presented, could the assembly ratify the premature appointment of a board member if the bylaws say it can only be done at a specific meeting?

Link to comment
Share on other sites

Actually, that provision was present in the 10th edition as well.

The answer to your question depends on the answer to the question "Could the assembly authorize in advance the premature appointment of a board member at a meeting in advance of the meeting specified in the bylaws?"

They cannot, since it would violate the bylaws.

Link to comment
Share on other sites

I apologize I should have been more specific - this board member was appointed by the president when our club was just forming - we now have paying club members and see this board member being cruel and argues with anyone who voices an opinion or questions her actions - there are many members as well as a few other brd. Members that would like to see her replaced - as said in the replies if our by laws do not address emergency meetings we cannot - can the president call a special meeting - how can we vote her out before our election in april

Link to comment
Share on other sites

You could have a go at the disciplinary procedures described in RONR Chapter 20. Not much fun, though.

But just being argumentative, disagreeable, or unpleasant are rather dubious grounds to toss someone out of office.

The president can't call a special meeting unless the bylaws give him/her that power.

Link to comment
Share on other sites

Guest paula ... Setting aside the matter of elections, are there any meetings at all scheduled before April? Forgetting the word "emergency" for a moment, do the bylaws provide for any other meetings?

(How often does the board meet? What do the bylaws say the board's authority is, between membership meetings?

(These questions are not so much for the respondents on this Robert's Rules Website Forum (RONR MB), as they are some more suggestions for paula and her fellow members to consider.)

Link to comment
Share on other sites

You could have a go at the disciplinary procedures described in RONR Chapter 20. Not much fun, though.

But just being argumentative, disagreeable, or unpleasant are rather dubious grounds to toss someone out of office.

The president can't call a special meeting unless the bylaws give him/her that power.

Depending on the bylaw language, grounds may not be necessary, dubious or otherwise.

Link to comment
Share on other sites

Archived

This topic is now archived and is closed to further replies.

×
×
  • Create New...