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Bylaws and bod vote


Guest SARA

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Good afternoon,

Our club went through many changes since the last election in December, 2012.  Included in this change were the amount of people on the board of directors.  According to the by-laws, the board consisted of 9 people.  During this change, the number of people on the board went to seven due to members resignations and there were no candidates available to replace them.  Our by-laws stated that if a vacancy came about that that vacancy would be filled by a person who ran who was not elected.  There was no one, so the bod continued to do business with seven members.

In August, new by-laws were voted upon, replacing the required bod from seven to five.  This was passed, as was the portion of the by-laws that stated that a simple majority was required by the bod to vote out one of their members.

Immediately following the passage of the new by-laws, the bod went in to a closed session and voted out one of the members of the board of directors.  The total number of people at this closed session was six, including the person who was asked to leave.  Five votes against one vote to remove. 

Did the bod act accordingly, by having six members present instead of five, which had been voted upon minutes ago?

Thank you, in advance.

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In August, new by-laws were voted upon, replacing the required bod from seven to five.  This was passed, as was the portion of the by-laws that stated that a simple majority was required by the bod to vote out one of their members.

 

Are you telling me that the general membership amended the bylaws to reduce the size of the board from seven to five in the middle of some board member's terms, and made no provisions for how to determine which board members would be removed?

 

Immediately following the passage of the new by-laws, the bod went in to a closed session and voted out one of the members of the board of directors.  The total number of people at this closed session was six, including the person who was asked to leave.  Five votes against one vote to remove. 

Did the bod act accordingly, by having six members present instead of five, which had been voted upon minutes ago?

 

If I understand the facts correctly, I think the board did the best it possibly could to clean up the mess that the general membership left for it. I'm not sure what else the board could have done in the situation.

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Response to part one "...are you telling me...?"

Yes

Response to part two "If I understand...."

Thank you.  I don't suppose there was any choice, at that time.

 

 

The bod still consists of six people, now that one has been "ousted."  Do we get someone to resign immediately? 

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Our by-laws stated that if a vacancy came about that that vacancy would be filled by a person who ran who was not elected.

How odd to put someone on the board whom the voters rejected.

 

This was passed, as was the portion of the by-laws that stated that a simple majority was required by the bod to vote out one of their members.

How odd (and that's putting it mildly!) that the will of the voters could be overturned by a simple majority of the board.

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Maybe being just a little anal, but in the beginning the OP states that in among some changes they bumped the number of Directors from 9 to 7.  I was just wondering, did the General Membership vote on an amendment to the bylaws to change the BOD from 9 to 7, or was it just done?

 

I completely agree with Guest_Edgar's comment "How odd (and that's putting it mildly!) that the will of the voters could be overturned by a simple majority of the board.".  Especially on a Board of only five.  It would be very easy for three Board Members to vote others off one by one until they find the ones that will "toe the party line".

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I completely agree with Guest_Edgar's comment "How odd (and that's putting it mildly!) that the will of the voters could be overturned by a simple majority of the board.".  Especially on a Board of only five.  It would be very easy for three Board Members to vote others off one by one until they find the ones that will "toe the party line".

 

It could even be worse than that - if the new bylaw really says a simple majority - meaning a majority vote is necessary for the BOD to vote out a member, it could be as little as 1 member who could wield that power. A really, really bad idea!

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