Guest Sandi Posted November 7, 2011 at 02:18 PM Report Share Posted November 7, 2011 at 02:18 PM I am the Office Administrator for a Non-profit organization. I am also not very well versed on by-laws or procedures involving rules. I need some help please! Our by-laws clearly state that "The 13 members of the BOD shall be nominated......" (we have 10 members on the BOD). The by-laws also state " at a BOD meeting a Quorum shall consist of six (6) members. My question is: for the second month in a row, we will have less than a quorum and 3 of the Directors have now informed the President that they will be away for the winter. Knowing that they will be absent, can we arrange for them to give their "proxies" to someone else while they are away? And who can they give their Proxies to? Another Director, me etc? Our by-laws do not have anything regarding "proxies". Thank you in advance for any help you can give me. Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 7, 2011 at 02:23 PM Report Share Posted November 7, 2011 at 02:23 PM I am the Office Administrator for a Non-profit organization. I am also not very well versed on by-laws or procedures involving rules. I need some help please! Our by-laws clearly state that "The 13 members of the BOD shall be nominated......" (we have 10 members on the BOD). The by-laws also state " at a BOD meeting a Quorum shall consist of six (6) members. My question is: for the second month in a row, we will have less than a quorum and 3 of the Directors have now informed the President that they will be away for the winter. Knowing that they will be absent, can we arrange for them to give their "proxies" to someone else while they are away? And who can they give their Proxies to? Another Director, me etc? Our by-laws do not have anything regarding "proxies". Thank you in advance for any help you can give me.The use of proxies must be specifically authorized in the bylaws (or a higher governing document) if they are to be used. Otherwise, they are not allowed. Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 7, 2011 at 02:23 PM Report Share Posted November 7, 2011 at 02:23 PM Our by-laws do not have anything regarding "proxies".Then you can't use them. Link to comment Share on other sites More sharing options...
Guest Sandi Posted November 7, 2011 at 02:29 PM Report Share Posted November 7, 2011 at 02:29 PM Thanks for the information, unfortunately our by-laws state "All business Affairs of the Club for the year shall be transacted at Meetings of the Board of Directors", which to me means that nothing can be decided as long as we don't have a quorum. Am I correct in assuming this? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 7, 2011 at 02:30 PM Report Share Posted November 7, 2011 at 02:30 PM Thanks for the information, unfortunately our by-laws state "All business Affairs of the Club for the year shall be transacted at Meetings of the Board of Directors", which to me means that nothing can be decided as long as we don't have a quorum. Am I correct in assuming this?Correct. Link to comment Share on other sites More sharing options...
Sean Hunt Posted November 7, 2011 at 02:34 PM Report Share Posted November 7, 2011 at 02:34 PM Then you can't use them.You should double-check the local law regarding not-for-profits. It's common for governments to have alternate rules that would supersede your bylaws and RONR. But if the law allows your bylaws to prohibit proxies, and your bylaws say that RONR is your parliamentary authority, then that should be construed as forbidding them (there's an important citation here, but I don't have my copy on hand). Link to comment Share on other sites More sharing options...
Guest Sandi Posted November 7, 2011 at 02:47 PM Report Share Posted November 7, 2011 at 02:47 PM Thanks for the information, unfortunately our by-laws state "All business Affairs of the Club for the year shall be transacted at Meetings of the Board of Directors", which to me means that nothing can be decided as long as we don't have a quorum. Am I correct in assuming this? Link to comment Share on other sites More sharing options...
Guest Sandi Posted November 7, 2011 at 02:50 PM Report Share Posted November 7, 2011 at 02:50 PM sorry, hit the wrong button.Our by-laws state "all questions of procedure not covered by these by-laws shall be diceded according to the latest edition of Roberts Rules of Order" Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 7, 2011 at 02:50 PM Report Share Posted November 7, 2011 at 02:50 PM You should double-check the local law regarding not-for-profits. It's common for governments to have alternate rules that would supersede your bylaws and RONR. But if the law allows your bylaws to prohibit proxies, and your bylaws say that RONR is your parliamentary authority, then that should be construed as forbidding them (there's an important citation here, but I don't have my copy on hand).P. 429, ll. 10-14. Link to comment Share on other sites More sharing options...
Guest Sandi Posted November 7, 2011 at 02:55 PM Report Share Posted November 7, 2011 at 02:55 PM Thanks!!! Link to comment Share on other sites More sharing options...
Trina Posted November 7, 2011 at 03:53 PM Report Share Posted November 7, 2011 at 03:53 PM How do you come to have only 10 members on the board, if the bylaws call for 13? (Not sure if there's any help for your quorum problem in this direction, but it's worth asking... in case there are vacancies to be filled, or an election to be completed). Link to comment Share on other sites More sharing options...
Guest Sandi Posted November 7, 2011 at 06:00 PM Report Share Posted November 7, 2011 at 06:00 PM it is all based on volunteerism, not everybody wants to step up. Link to comment Share on other sites More sharing options...
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