Guest Eric L Posted November 12, 2011 at 08:27 PM Report Share Posted November 12, 2011 at 08:27 PM In June 2011 we held our annual Members meeting where the community votes for their Board. Since then a member of the community has been serving as a board member. There have been motions and votes at our July and Sept. meetings. This member has voted in all of these meeting. Now after a controversial vote, one of our members is stating that we have to many board members and that the motion (second by the member in question) and vote in the last meeting does not count. This individual is listed on our newsletter as a board member and all of the other board members believed that they were a board member. Now that member is being told that they cannot attend an emergency meeting. What are my options? What is the best course of action? Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 12, 2011 at 08:36 PM Report Share Posted November 12, 2011 at 08:36 PM one of our members is stating that we have too many board membersWell, do you have too many board members? Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 12, 2011 at 08:37 PM Report Share Posted November 12, 2011 at 08:37 PM In June 2011 we held our annual Members meeting where the community votes for their Board. Since then a member of the community has been serving as a board member. There have been motions and votes at our July and Sept. meetings. This member has voted in all of these meeting. Now after a controversial vote, one of our members is stating that we have to many board members and that the motion (second by the member in question) and vote in the last meeting does not count. This individual is listed on our newsletter as a board member and all of the other board members believed that they were a board member. Now that member is being told that they cannot attend an emergency meeting. What are my options? What is the best course of action?The bylaws state how many members constitute the board and how such members become members. A board member cannot be excluded from a board meeting, except through disciplinary proceedings. It's not up to "one of the members" to decide the matter, and any squabbling over it outside a meeting is of no parliamentary significance. A member can address the issue in the meeting, on which the chair will make a ruling, and an appeal from this decision can be made. The decision would ultimately be in the hands of the assembly of the society, unless your rules say otherwise. Link to comment Share on other sites More sharing options...
Guest Eric L Posted November 12, 2011 at 08:55 PM Report Share Posted November 12, 2011 at 08:55 PM As a board we were under the impression that we only had 9 members. Now our VP is saying that we have been conducting business with 10. But, only 9 members are showing up and the 10th physically lives out of state and apparently never resigned from the board. For the past 5 months we thought that they had because they have not been to any meeting or past on any information. I'm looking for some guidance on how to deal with this issue. Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 12, 2011 at 09:04 PM Report Share Posted November 12, 2011 at 09:04 PM I'm looking for some guidance on how to deal with this issue.The tenth person elected/appointed to the board is not (and never was) a member. Any motions adopted where her vote could have affected the outcome can be declared null and void. Link to comment Share on other sites More sharing options...
David A Foulkes Posted November 12, 2011 at 09:13 PM Report Share Posted November 12, 2011 at 09:13 PM I'm curious..... which is often when I get into trouble for opening my e-yap..... when you held elections in June, how many positions on the Board were voted on? All of them? Link to comment Share on other sites More sharing options...
Trina Posted November 12, 2011 at 09:22 PM Report Share Posted November 12, 2011 at 09:22 PM The tenth person elected/appointed to the board is not (and never was) a member. Any motions adopted where her vote could have affected the outcome can be declared null and void.Huhh? How do you know this? Since the OP says the out-of-state member 'never resigned', presumably he/she was a member.From what has been said, I assume that elections were held with the assumption that the out-of-stater had resigned, and it later turned out he/she hadn't -- so now they have an extra member. I'm not clear how they are sure who the 'extra' member is. Guest_Eric, are the board members elected as generic members of the board, or are they elected to specific offices? Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 12, 2011 at 09:26 PM Report Share Posted November 12, 2011 at 09:26 PM Huhh? How do you know this? Since the OP says the out-of-state member 'never resigned', presumably he/she was a member.Yes, I'm presuming the out-of-state member is still on the board. I'm also assuming the tenth person added to a nine-person board is not a member. Link to comment Share on other sites More sharing options...
Trina Posted November 12, 2011 at 09:28 PM Report Share Posted November 12, 2011 at 09:28 PM Yes, I'm presuming the out-of-state member is still on the board. I'm also assuming the tenth person added to a nine-person board is not a member.Never mind me -- I somehow read your post as saying the out-of-state person was the 10th person -- looking back, I'm not sure why I read it that way. Link to comment Share on other sites More sharing options...
Guest Eric L Posted November 12, 2011 at 09:45 PM Report Share Posted November 12, 2011 at 09:45 PM Yes, all members were voted to specific board positions. I was not present during the final vote count. Upon returning for our next meeting there were 9 members present. I am trying to figure this situation out myself. Would it be best to make a motion for all necessary financial business be conducted and that all other business be tabled until the annual meeting where a new vote for board members will be conducted. I am more interested in the integrity of the board and it financial well being at this time. Any guidance would be greatly appreciated. Link to comment Share on other sites More sharing options...
Trina Posted November 12, 2011 at 10:00 PM Report Share Posted November 12, 2011 at 10:00 PM Yes, all members were voted to specific board positions. I was not present during the final vote count. Upon returning for our next meeting there were 9 members present. I am trying to figure this situation out myself. Would it be best to make a motion for all necessary financial business be conducted and that all other business be tabled until the annual meeting where a new vote for board members will be conducted. I am more interested in the integrity of the board and it financial well being at this time. Any guidance would be greatly appreciated.The tenth person elected/appointed to the board is not (and never was) a member. Any motions adopted where her vote could have affected the outcome can be declared null and void.Since you apparently do know who the non-member is, follow the advice in Guest_Edgar's post. Other than that, why should any future business be tabled? Just go on about the business of the board, without the erroneously elected non-member. It doesn't sound like you have a quorum problem, do you?The board certainly could contact the out-of-state member, and try to arrange for his/her resignation. In the meantime, it sounds as though you will have meetings with one member (the out-of-stater) absent -- nothing terrible about that. Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted November 13, 2011 at 11:09 PM Report Share Posted November 13, 2011 at 11:09 PM I'm curious..... which is often when I get into trouble for opening my e-yap..... when you held elections in June, how many positions on the Board were voted on? All of them?Yes, all members were voted to specific board positions. I was not present during the final vote count. Upon returning for our next meeting there were 9 members present. I am trying to figure this situation out myself. Would it be best to make a motion for all necessary financial business be conducted and that all other business be tabled until the annual meeting where a new vote for board members will be conducted. I am more interested in the integrity of the board and it financial well being at this time. Any guidance would be greatly appreciated.I don't think we've gotten a proper answer to David Foulkes's question, which means I don't think we've been able to give a proper answer to Eric L's question. If the entire board was up for election in June, then the chronically absent member could have been replaced at that time, regardless of whether he "resigned". Link to comment Share on other sites More sharing options...
David A Foulkes Posted November 14, 2011 at 01:39 AM Report Share Posted November 14, 2011 at 01:39 AM Could it also be, if the bylaws include the "or until" language (p.653 ll. 27-28), and if the vote count was high enough (p. 653 ll. 30-35), that the successor was elected replacing the absent member? If the assembly was under the impression the member had resigned and a vacancy existed at the time of the election, might they have in fact elected his replacement, and thus now be at the proper nine members? Or am I crawling too far out on that limb (again)? Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 14, 2011 at 02:33 AM Report Share Posted November 14, 2011 at 02:33 AM Or am I crawling too far out on that limb (again)?I think you've lost sight of the Lighthouse and are about to be dashed upon the Shoals of Speculation. Link to comment Share on other sites More sharing options...
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