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change to Articles of Incorporation


JeffUrsillo

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Our Gem Society recently passed a change to our Articles that singled out one Board position out of 9 with a restriction that the person holding that position (Past President) could not hold any other office. No specification of whether that office was elected appointed, etc. Our current Past President is also 2nd Vice President. Our current President also holds 2 Board positions, President and Show Committee Chairman. All positions mentioned are voting positions. My question is this, is there anything in RONR that prohibits singling out one Board porition with such a restriction? Shouldn't it apply to all positions or none?

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It was brought up under discussion both at Board meetings and at the membership meeting before the vote. It was a political move to get a past president of the organization on the Board who had lost an election bid to do so back in December. The current Board decided that changing the rules and tying the Past President's hands was the best was to get her on the Board again. Their answer when asked about the current President" Show Chairman issue was that they did not have anyone to fill the vacated slot, but they did foer th past preasident slot. They did a fair amount of calling and stacked the meeting with members who probably had not attended a meeting in years.

As a part two to the question, is there a RONR rule on how such votes shold be done ballot or hand vote?

Jeff

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As a part two to the question, is there a RONR rule on how such votes shold be done ballot or hand vote?

Jeff

Maybe this will help with your "Articles".. "The final vote on a bylaw amendment should be counted and recorded in the minutes unless it is nearly unanimous." RONR (11th ed.), p. 594. Obviously you can't count a voice vote, so it's best to have a rising vote, or (if the assembly adopts a motion to do so) a ballot vote.

I'm not entirely sure you can cite this as applying to Articles of Incorporation, but it does apply to bylaws.

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well, yes we did specify which PP it was. The Articles had specified that it was "the most recent active past president", but part of the change they made was to make it "an active past president," without defining active anywhere in the Articles. As I said it was a change brought about entirely with the purpose of getting one specific person onto the Board...they also let this PP know who voted against the change at the meeting, and she has been harassing those who voted against "her" as she put it, not against the change...very sad situation...

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