Guest Padraig Posted February 15, 2012 at 04:43 PM Report Share Posted February 15, 2012 at 04:43 PM Our small nonprofit just had its annual membership meeting where three of a total of seven directors were elected. The incumbent Chairman, because of his age (72), is a little slow in reacting to things. He's a good man and leader, just a little slow in movement, thoughts, and speech. Our incumbent Vice Chairman, on the other hand, is much younger and very aggressive, demanding decisions and results at the snap of a finger. She is a good person and leader as well but her dislike of the Chairman is well known.Our Bylaws state that the new Board "shall meet immediately during the Annual Meeting after the new Directors have been elected, and thereafter regularly every two (2) months." It also states, "The Chairman presides over the Board and Membership Business Meeting," and "The Vice Chairman, in the absence or disability of the Chairman, acts in place of the Chairman."After the results of the elections for three directors were announced, amid the congratulations and chaos, the Vice Chairman hurriedly went around the room, spoke with each Director individually and requested that the they elect a new Chairman and Vice Chairman immediately. She got pieces of paper on which to write their votes, handed them to the directors and Chairman who were all in different areas of the big room chatting with members, gathered the ballots, and counted them. The directors were never together as one group at the table at any time during all this.The initial results were a tie between two people for Chair and Vice Chair. There was not another round of voting to resolve the tie. The two people for each position verbally agreed who would bow out and who would sit. The Vice Chair then announced the results. The Chairman, amid all this, did not understand what was going on until the Vice Chairman announced the results. He later confided to a friend asking if the whole scenario was legitimate.Notwithstanding the Chairman's inability to control the situation, I think there are several rules that were violated in those 10 minutes of chaos. My questions are: (1) Is the Board Meeting to choose a Director considered a separate meeting or part of the Annual Membership meeting; (2) Did the Vice Chairman usurp the rights of the Chairman?; (3) Is the election of the Chairman valid and binding? If not, can the Board declare it null and void?; and, (4) What can the Board do to rectify the situation (What is the right thing to do)? Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 15, 2012 at 04:52 PM Report Share Posted February 15, 2012 at 04:52 PM Our small nonprofit just had its annual membership meeting where three of a total of seven directors were elected. The incumbent Chairman, because of his age (72), is a little slow in reacting to things. He's a good man and leader, just a little slow in movement, thoughts, and speech. Our incumbent Vice Chairman, on the other hand, is much younger and very aggressive, demanding decisions and results at the snap of a finger. She is a good person and leader as well but her dislike of the Chairman is well known.Our Bylaws state that the new Board "shall meet immediately during the Annual Meeting after the new Directors have been elected, and thereafter regularly every two (2) months." It also states, "The Chairman presides over the Board and Membership Business Meeting," and "The Vice Chairman, in the absence or disability of the Chairman, acts in place of the Chairman."After the results of the elections for three directors were announced, amid the congratulations and chaos, the Vice Chairman hurriedly went around the room, spoke with each Director individually and requested that the they elect a new Chairman and Vice Chairman immediately. She got pieces of paper on which to write their votes, handed them to the directors and Chairman who were all in different areas of the big room chatting with members, gathered the ballots, and counted them. The directors were never together as one group at the table at any time during all this.The initial results were a tie between two people for Chair and Vice Chair. There was not another round of voting to resolve the tie. The two people for each position verbally agreed who would bow out and who would sit. The Vice Chair then announced the results. The Chairman, amid all this, did not understand what was going on until the Vice Chairman announced the results. He later confided to a friend asking if the whole scenario was legitimate.Notwithstanding the Chairman's inability to control the situation, I think there are several rules that were violated in those 10 minutes of chaos. My questions are: (1) Is the Board Meeting to choose a Director considered a separate meeting or part of the Annual Membership meeting; (2) Did the Vice Chairman usurp the rights of the Chairman?; (3) Is the election of the Chairman valid and binding? If not, can the Board declare it null and void?; and, (4) What can the Board do to rectify the situation (What is the right thing to do)?1. They are separate meetings, though your bylaw language muddies the water a bit as to when the first meeting of the new board is to be held. 2. No. See the next answer. 3. No. The board can only take action in a board meeting. See RONR (11th ed.), p. 487, ll. 4-12. 4. Hold a board meeting and have an election. Link to comment Share on other sites More sharing options...
Guest Padraig Posted February 15, 2012 at 05:08 PM Report Share Posted February 15, 2012 at 05:08 PM Thank you for your response Mr. Tim. Just to make sure I understand correctly. Your answer to my third question is 'No.' Is this for the first of the two-part question, the second-part, or both? I have the 11th ed. in front of me and I am on p. 487 but I cannot decipher what 'II. 4-12' means. Would you please enlighten me? Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 15, 2012 at 05:19 PM Report Share Posted February 15, 2012 at 05:19 PM I cannot decipher what 'II. 4-12' means. Would you please enlighten me?"ll. 4-12" refers to the line numbers (that's the ll. part -- it's two L's, not the number 11) on the page. Check out page vii and viii (just before the Table of Contents) for help in citing the book and how the abbreviations work.I'll let Mr. Tim answer your other questions. Link to comment Share on other sites More sharing options...
Guest Padraig Posted February 15, 2012 at 05:29 PM Report Share Posted February 15, 2012 at 05:29 PM Thank you Mr. Foulkes! Duh! Why didn't I think of that? In my eagerness to find answers to my questions, I did not think of looking up the meaning of the abbreviations. Thanks again. Link to comment Share on other sites More sharing options...
Guest Padraig Posted February 15, 2012 at 06:41 PM Report Share Posted February 15, 2012 at 06:41 PM 3. No. The board can only take action in a board meeting. See RONR (11th ed.), p. 487, ll. 4-12.Mr. Tim, I am anxiously awaiting your response as to whether your 'No' answer is for the first part of my question, the second, or both. Thanks in advance. Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 15, 2012 at 06:54 PM Report Share Posted February 15, 2012 at 06:54 PM Mr. Tim, I am anxiously awaiting your response as to whether your 'No' answer is for the first part of my question, the second, or both. Thanks in advance.It's for the first part. There's no election, since it didn't happen in a meeting. The board can only take action in a meeting, unless specifically authorized by the bylaws to do otherwise. Link to comment Share on other sites More sharing options...
Guest Padraig Posted February 15, 2012 at 07:01 PM Report Share Posted February 15, 2012 at 07:01 PM Cheers. Link to comment Share on other sites More sharing options...
Tim Wynn Posted February 15, 2012 at 07:10 PM Report Share Posted February 15, 2012 at 07:10 PM Cheers.British, is it? Link to comment Share on other sites More sharing options...
Guest Padraig Posted February 15, 2012 at 07:19 PM Report Share Posted February 15, 2012 at 07:19 PM Naw. Arkansan. I just feel a little British today after having a cup-a-tea. Link to comment Share on other sites More sharing options...
David A Foulkes Posted February 15, 2012 at 09:02 PM Report Share Posted February 15, 2012 at 09:02 PM Naw. Arkansan. I just feel a little British today after having a cup-a-tea. I trust it was Earl Grey? Link to comment Share on other sites More sharing options...
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