Board of Director Voting

[Guest Daniel R. Russo]

A Special Meeting of the Board of Directors was held on 2/20/2013 for the purpose of removing the current President Mr. "A" and electing an alternate Mr. "B" to the position. The BOD consists of 7 voting members. One of the Directors Ms. "C" was absent leaving the remaining members who participated in the discussion and vote.

After presenting and seconding the motion, a lengthy discussion was held by the Membership present and BOD members. The motion was called and an open vote by the BOD was taken. The results were 3 votes Yes supporting Mr. "B", 2 votes No opposing Mr. "B", and 1 vote by Ms. "D" to Abstain. Immediately following the vote, a point of order was called by the chair to determine the permissabilty of a Director "abstaining". It was deceided that a written legal opinion would be obtained and presented at the next scheduled meeting of the BOD on 2/26/2013. The Special meeting was then adjouned.

Question #1: Can Director "D" abstain from voting when there is no conflict of interest issue present?

Question # 2: Following receipt of the written legal opinion should it be found that Director "D" can not abstain from voting and must vote Yes or No. Should Director "D" vote No the resulting effect would be a Tie vote, and the motion would fail. At this second meeting, Director "C", who was absent on 2/20 was now in attendance. The motion was represented in an effort to secure the necessary votes to pass. Can Director "C" vote on the represented motion in light of her failure to participate or hear prior arguments that were presented when she was absent on 2/20?

Would appreciate RONR sites regarding these two questions.

Thanks

[Guest Edgar]

Question #1: Can Director "D" abstain from voting when there is no conflict of interest issue present?

Yes. A member can't be compelled to vote (p.407).

[Guest Edgar]

Question # 2: Can Director "C" vote on the represented motion in light of her failure to participate or hear prior arguments that were presented when she was absent on 2/20?

Yes. All members present have a right to vote regardless of their presence or absence at prior meetings and regardless of their knowledge or ignorance of the pending question.

[David A Foulkes]

It's so hard to not answer questions that aren't asked.....

[sMargaret]

I'm assuming that you'd also appreciate comments regarding the situation as a whole, and not just the two questions that were asked. Otherwise, those lawyer fees can get expensive.

After presenting and seconding the motion, a lengthy discussion was held by the Membership present and BOD members. The motion was called and an open vote by the BOD was taken. The results were 3 votes Yes supporting Mr. "B", 2 votes No opposing Mr. "B", and 1 vote by Ms. "D" to Abstain. Immediately following the vote, a point of order was called by the chair to determine the permissabilty of a Director "abstaining". It was deceided that a written legal opinion would be obtained and presented at the next scheduled meeting of the BOD on 2/26/2013. The Special meeting was then adjouned.

"the Membership present and BOD members"? - Is that referring to general members being present?

"1 vote by Ms. "D" to Abstain" - Abstaining is not technically a vote. However, unless your bylaws specifically state that a member cannot abstain, you can't force someone to vote.

"a point of order was called by the chair to determine the permissabilty of a Director "abstaining". It was deceided that a written legal opinion would be obtained and presented at the next scheduled meeting of the BOD on 2/26/2013"

* A written legal opinion? What, it couldn't just be looked up in a copy of RONR?

* The CHAIR made a point of order?

"for the purpose of removing the current President Mr. "A" and electing an alternate Mr. "B" to the position" - Do your bylaws allow for this? Check FAQ #20: http://www.robertsrules.com/faq.html#20

If you remove the current President from his position, then the Vice President would then typically become the President (unless your bylaws give a specific method to replace the President). Is Mr. B the current VP?

I'd say that the motion did pass at the February 20th meeting, but you'll want to double-check to see that the motion was in order. And also bring a copy of RONR to meetings, and possibly a parliamentarian.

[alanh49]

But on page 458 of RONR (11th ed) it say that the Vice President automatically becomes President upon the resignation or death of the president not his removal from office.

[sMargaret]

But on page 458 of RONR (11th ed) it say that the Vice President automatically becomes President upon the resignation or death of the president not his removal from office.

Oooh - good point. (I guess it depends on just how they permanently they "remove" him... )

I still dislike having the same motion to remove the Chair and add a different person as Chair. Wouldn't it be better to have them separately, with perhaps even the filling of the vacancy some sort of election? Would that not be bylaw-dependent?

[Gary Novosielski]

A Special Meeting of the Board of Directors was held on 2/20/2013 for the purpose of removing the current President Mr. "A" and electing an alternate Mr. "B" to the position. The BOD consists of 7 voting members. One of the Directors Ms. "C" was absent leaving the remaining members who participated in the discussion and vote.

After presenting and seconding the motion, a lengthy discussion was held by the Membership present and BOD members. The motion was called and an open vote by the BOD was taken. The results were 3 votes Yes supporting Mr. "B", 2 votes No opposing Mr. "B", and 1 vote by Ms. "D" to Abstain. Immediately following the vote, a point of order was called by the chair to determine the permissabilty of a Director "abstaining". It was deceided that a written legal opinion would be obtained and presented at the next scheduled meeting of the BOD on 2/26/2013. The Special meeting was then adjouned.

How did the chair rule on the point of order? He should have ruled it not well taken.

Question #1: Can Director "D" abstain from voting when there is no conflict of interest issue present?

Yes, members may abstain for any reason, or for no reason at all. At least no reason which they are compelled to reveal.

Question # 2: Following receipt of the written legal opinion should it be found that Director "D" can not abstain from voting and must vote Yes or No. Should Director "D" vote No the resulting effect would be a Tie vote, and the motion would fail.

Are you in court at this point, or just back in another meeting? If the latter, points of order are ruled on by the chair, not by written-legal-opinion writers. Director "D" need not vote, and nobody would properly be telling him how he "should" vote if he chooses to. But the facts suggest that the voting is over.

At this second meeting, Director "C", who was absent on 2/20 was now in attendance. The motion was represented in an effort to secure the necessary votes to pass. Can Director "C" vote on the represented motion in light of her failure to participate or hear prior arguments that were presented when she was absent on 2/20?

Yes, she can vote, if she is a member at the time of the vote. She is not required to "hear" anything in order to vote.

Would appreciate RONR sites regarding these two questions.

This is already the best site to be on.

[Gary Novosielski]

But on page 458 of RONR (11th ed) it say that the Vice President automatically becomes President upon the resignation or death of the president not his removal from office.

But in §56, discussing the typical content of Bylaws Article V, where vacancy filling provisions are found, it seems to presume that vacancies arising from any cause are treated equally.

[Guest Edgar]

But in §56, discussing the typical content of Bylaws Article V, where vacancy filling provisions are found, it seems to presume that vacancies arising from any cause are treated equally.

Yes, I find it hard to believe that all these years we've been missing an important exception (i.e. removal from office) to the automatic succession of the vice-president to the presidency.

In fact, I'd say that the statement on p.575, ll.9-17, indicates no such exception exists.

[David A Foulkes]

In fact, I'd say that the statement on p.575, ll.9-17, indicates no such exception exists.

I agree. While p. 458 does mention two specific instances of vacancy, I don't read it as definitive. It probably needs to be reworded less specifically, or reference p. 575 for additional insights. Just my opinion, or course.

[sMargaret]

How did the chair rule on the point of order? He should have ruled it not well taken.

From the way the OP is written, it appears that the Chair is the person who made the point of order, and who also may be the current President, Mr. A.

I agree. While p. 458 does mention two specific instances of vacancy, I don't read it as definitive. It probably needs to be reworded less specifically, or reference p. 575 for additional insights. Just my opinion, or course.

Rewrite, rewrite!

[Guest Edgar]

Rewrite, rewrite!

If each and every sentence could be properly interpreted out of context there'd be no need to read the whole book (or to engage the services of someone who claims to have done so).

[Josh Martin]

A Special Meeting of the Board of Directors was held on 2/20/2013 for the purpose of removing the current President Mr. "A" and electing an alternate Mr. "B" to the position. The BOD consists of 7 voting members. One of the Directors Ms. "C" was absent leaving the remaining members who participated in the discussion and vote.

Firstly, you should check your Bylaws to see if the Board has the authority to remove the President from office - and if it's as easy as making a motion to do so. See FAQ #20. Keep in mind that the "or until their successors are elected" clause only permits the same body that held the election to rescind it, unless your rules provide otherwise.

Additionally, if you remove the President from office, you can't just pick anyone for his successor. The Vice President automatically becomes President unless your Bylaws specifically provide otherwise.

Question #1: Can Director "D" abstain from voting when there is no conflict of interest issue present?

Yes. See RONR, 11th ed., pg. 407, lines 12-19.

Can Director "C" vote on the represented motion in light of her failure to participate or hear prior arguments that were presented when she was absent on 2/20?

Yes. See RONR, 11th ed., pg. 3, lines 1-9.

I still dislike having the same motion to remove the Chair and add a different person as Chair. Wouldn't it be better to have them separately, with perhaps even the filling of the vacancy some sort of election? Would that not be bylaw-dependent?

I concur that even if the VP doesn't automatically succeed to the office of President (perhaps because the Bylaws specifically provide otherwise), a motion to replace the President with a specific person seems unwise at best. If the organization has the ability to rescind the election, then it would also be in order to use ASPA to replace the officer directly... but this seems to invite undesirable speculation about the motivations behind the motion, and also potentially undermines the motion's success since some members may agree with removing Mr. A but would prefer to have someone else as President.

If the organization is required to use the formal disciplinary procedures in RONR, then attempting to replace an officer directly with another person is out of order. I imagine this would be inappropriate under most customized disciplinary procedures as well, but the organization will ultimately need to interpret its own rules if that's the case.

Are you in court at this point, or just back in another meeting? If the latter, points of order are ruled on by the chair, not by written-legal-opinion writers. Director "D" need not vote, and nobody would properly be telling him how he "should" vote if he chooses to. But the facts suggest that the voting is over.

It's possible that the reason for the legal opinion is to determine if there are any applicable procedural rules in the law which pertain to this issue. If so, such rules would supersede RONR.

[Shmuel Gerber]

I concur that even if the VP doesn't automatically succeed to the office of President (perhaps because the Bylaws specifically provide otherwise), a motion to replace the President with a specific person seems unwise at best. If the organization has the ability to rescind the election, then it would also be in order to use ASPA to replace the officer directly... but this seems to invite undesirable speculation about the motivations behind the motion, and also potentially undermines the motion's success since some members may agree with removing Mr. A but would prefer to have someone else as President.

If the organization is required to use the formal disciplinary procedures in RONR, then attempting to replace an officer directly with another person is out of order. I imagine this would be inappropriate under most customized disciplinary procedures as well, but the organization will ultimately need to interpret its own rules if that's the case.

If the rules in RONR govern the matter, then the organization does not have the ability to rescind an election to office (see RONR, 11th ed., p. 308, ll. 24-30), and the procedure for removal does not include the naming of a replacement before the motion to remove has been voted on (see pp. 653-654, including the first footnote on p. 654).

[Shmuel Gerber]

But on page 458 of RONR (11th ed) it say that the Vice President automatically becomes President upon the resignation or death of the president not his removal from office.

But in §56, discussing the typical content of Bylaws Article V, where vacancy filling provisions are found, it seems to presume that vacancies arising from any cause are treated equally.

Yes, I find it hard to believe that all these years we've been missing an important exception (i.e. removal from office) to the automatic succession of the vice-president to the presidency.

In fact, I'd say that the statement on p.575, ll.9-17, indicates no such exception exists.

I agree. While p. 458 does mention two specific instances of vacancy, I don't read it as definitive. It probably needs to be reworded less specifically, or reference p. 575 for additional insights. Just my opinion, or course.

Rewrite, rewrite!

If each and every sentence could be properly interpreted out of context there'd be no need to read the whole book (or to engage the services of someone who claims to have done so).

Although we should normally assume that there is a good reason why RONR says whatever it says, sometimes a rewrite is in order, and I agree that this (the sentence on page 458, lines 8-13) is one of those times. No need to make vague excuses about interpreting things out of context.