Guest Charlie Posted April 24, 2015 at 08:03 PM Report Share Posted April 24, 2015 at 08:03 PM Our board has 12 members elected by the organization for a four year term (staggered with three new members each year and three rolling off the board). The board itself then elects the Chair, Vice Chair, Sec, and Treas from among the 12. Our by-laws state that any past chair can request ex officio status at any regular board meeting and if a majority of the board members present at that meeting vote in favor, then that person (only past chairs) joins the board as an ex officio member. No duration to term is stated. All the ex officio's together get only one vote. Though we've had more in the past, right now we have only one ex officio member, so he gets one vote with the 12 board members adds to 13 votes. At our last board meeting, two board members brought forward a motion and second to change the by-laws to eliminate the ex office position from our board. Our by-laws call for an initial motion during one regularly scheduled board meeting and then the vote is taken at the next regularly scheduled board meeting. That meeting is coming up and the organization is split about the vote and the ex officio member is not happy - he was at the meeting when the question was brought. I would like to use RONR to either have the motion removed, amended or "killed" and need advice on how to do that. The vast majority of the organization doesn't care about this issue and they mostly think a good solution would be to kill the position (as moved) but grandfather this one ex officio board member and leave him on the board. We know the two board members that brought the question don't want that to be the solution. They want the position eliminated - period. Any assistance you can provide? Link to comment Share on other sites More sharing options...
George Mervosh Posted April 24, 2015 at 08:07 PM Report Share Posted April 24, 2015 at 08:07 PM Our board has 12 members elected by the organization for a four year term (staggered with three new members each year and three rolling off the board). The board itself then elects the Chair, Vice Chair, Sec, and Treas from among the 12. Our by-laws state that any past chair can request ex officio status at any regular board meeting and if a majority of the board members present at that meeting vote in favor, then that person (only past chairs) joins the board as an ex officio member. No duration to term is stated. All the ex officio's together get only one vote. Though we've had more in the past, right now we have only one ex officio member, so he gets one vote with the 12 board members adds to 13 votes. At our last board meeting, two board members brought forward a motion and second to change the by-laws to eliminate the ex office position from our board. Our by-laws call for an initial motion during one regularly scheduled board meeting and then the vote is taken at the next regularly scheduled board meeting. That meeting is coming up and the organization is split about the vote and the ex officio member is not happy - he was at the meeting when the question was brought. I would like to use RONR to either have the motion removed, amended or "killed" and need advice on how to do that. The vast majority of the organization doesn't care about this issue and they mostly think a good solution would be to kill the position (as moved) but grandfather this one ex officio board member and leave him on the board. We know the two board members that brought the question don't want that to be the solution. They want the position eliminated - period. Any assistance you can provide? If you wish to kill the motion, a motion to postpone indefinitely is an excellent option. See RONR (11th), ed., p. 126 ff. If or how the motion could be amended isn't something we can opine on with the facts presented, as there are strict restrictions on the subsidiary motion to amend when it comes to proposed bylaw amendments. RONR (11th ed.), pp. 594-596. Link to comment Share on other sites More sharing options...
Edgar Guest Posted April 24, 2015 at 08:18 PM Report Share Posted April 24, 2015 at 08:18 PM The vast majority of the organization doesn't care about this issue and they mostly think a good solution would be to kill the position (as moved) but grandfather this one ex officio board member and leave him on the board. Then do what it takes to let the organization kill the position. Not only is it a bad idea to grant ex-officio board membership to the immediate past president, it's a horrendous idea to grant ex-officio board membership to all past presidents and make them "share" a single vote. Link to comment Share on other sites More sharing options...
Guest Charlie Posted April 24, 2015 at 09:25 PM Report Share Posted April 24, 2015 at 09:25 PM EdgarI think killing it is fine - but people like the guy that's in there and he works hard, so they would like to have the question be kill the position, but let this guy stay until he's done, retires, quits or dies. They don't think its fair the position is to be eliminated with him actually in it. Its not like its vacant. So is there a way to "amend" to that end? Also, interested in your thoughts about "Not only is it a bad idea to grant ex-officio board membership to the immediate past president, it's a horrendous idea to grant ex-officio board membership to all past presidents and make them "share" a single vote." Why do you say that? It might be something I can take to the board to assist in the voting. The majority of the folks think its a good idea to have them for their institutional knowledge, etc. GeorgeThanks for the tip. Link to comment Share on other sites More sharing options...
Richard Brown Posted April 24, 2015 at 09:35 PM Report Share Posted April 24, 2015 at 09:35 PM Then do what it takes to let the organization kill the position. Not only is it a bad idea to grant ex-officio board membership to the immediate past president, it's a horrendous idea to grant ex-officio board membership to all past presidents and make them "share" a single vote.I wonder if Dr. S has his nice list of reasons not to have an IPP position handy? Link to comment Share on other sites More sharing options...
Edgar Guest Posted April 24, 2015 at 09:40 PM Report Share Posted April 24, 2015 at 09:40 PM Also, interested in your thoughts about "Not only is it a bad idea to grant ex-officio board membership to the immediate past president, it's a horrendous idea to grant ex-officio board membership to all past presidents and make them "share" a single vote." Why do you say that? It might be something I can take to the board to assist in the voting. The majority of the folks think its a good idea to have them for their institutional knowledge, etc. Well, let's say that four of your past presidents are ex-officio members of the the board. How do they cast their one vote? Do they first vote on what their vote will be? If there's a tie (e.g. 2-2) do they not get to vote at all. As for institutional knowledge, invite them to meetings (as guests) and let them share their institutional knowledge to their (and your) hearts' content. Link to comment Share on other sites More sharing options...
Josh Martin Posted April 24, 2015 at 09:50 PM Report Share Posted April 24, 2015 at 09:50 PM I think killing it is fine - but people like the guy that's in there and he works hard, so they would like to have the question be kill the position, but let this guy stay until he's done, retires, quits or dies. They don't think its fair the position is to be eliminated with him actually in it. Its not like its vacant. So is there a way to "amend" to that end?Yes, there is. There is a tool called a proviso, which is used to handle such transitions. The motion to amend the bylaws may be amended to add a proviso which permits the person currently in this position to continue serving. Link to comment Share on other sites More sharing options...
Edgar Guest Posted April 24, 2015 at 09:55 PM Report Share Posted April 24, 2015 at 09:55 PM The motion to amend the bylaws may be amended to add a proviso which permits the person currently in this position to continue serving. But there's no need to permit him to serve forever. Granting him the usual four-year term seems reasonable. Link to comment Share on other sites More sharing options...
g40 Posted April 25, 2015 at 01:21 AM Report Share Posted April 25, 2015 at 01:21 AM Suppose your Chair, for one example, resigns as Chair under a cloud of impropriety of some kind - could even be some major misconduct. Do you really want such a person to have automatic ex-officio status on the board as a member? Link to comment Share on other sites More sharing options...
SaintCad Posted April 27, 2015 at 02:26 PM Report Share Posted April 27, 2015 at 02:26 PM If he is a member of the board, can he even be removed by eliminating the position? Doesn't he as a member of the Board get some protection and can only be removed under Chapter XX? Link to comment Share on other sites More sharing options...
Edgar Guest Posted April 27, 2015 at 02:54 PM Report Share Posted April 27, 2015 at 02:54 PM If he is a member of the board, can he even be removed by eliminating the position? Doesn't he as a member of the Board get some protection and can only be removed under Chapter XX? Chapter XX doesn't prevent a society from eliminating a position. You're not removing someone from office, you're eliminating the (ex-officio) position. Suppose an organization want to reduce the size of its board. Must it wait until terms expire? No (though it may include a proviso which lets all current board members serve the remainder of their terms of office). As we've noted here before, it's possible to amend the bylaws so that an officer finds himself out of a job right in the middle of the meeting. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 27, 2015 at 03:04 PM Report Share Posted April 27, 2015 at 03:04 PM If he is a member of the board, can he even be removed by eliminating the position? Doesn't he as a member of the Board get some protection and can only be removed under Chapter XX?Yes he can, and no he doesn't. Link to comment Share on other sites More sharing options...
Guest Charlie Posted April 27, 2015 at 04:33 PM Report Share Posted April 27, 2015 at 04:33 PM Thanks all of you for your input! Awesome stuff. Link to comment Share on other sites More sharing options...
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