Guest DonnaK Posted November 11, 2015 at 04:35 PM Report Share Posted November 11, 2015 at 04:35 PM Hello, I am a board of trustee member on a very small volunteer fire department, we have SOPs & Robert's Rules of Order to go by, with that being said here is my dilemma: Recently, we had a vacancy on our Board of Trustees, there were two nominations for that vacant position. However, due to the fact that one of the nominees is a friend of the Chairman, that person was awarded the vacant position. There was no voting by the rest of the members of the Board, is this correct or did the Chairman supercede our Sops; which clearly state, "all nominees must be voted on and majority of quorum will prevail in voting". When our Chairman was questioned on this he merely said, "I'm Chairman I can do whatever I want." Please correct me if I am wrong, but this is illegal in a corporation board. This chairman is also on another Board of Trustees also in our First Due Fire Response Area and I can't find anythiiing regarding conflict of interest regarding our situation. I'm not even sure, although I am hoping, that RONR can help me or direct me in finding answers to our dilemmas. Secondly, this Chairman will only vote "yea" when it pertains to his other Board of Trustees, not for the primary community of senior citizens. In our SOPs the chairman is only allowed to vote to break a tie, however, this chairman votes all the time and then votes again to break the tie. I just don't know what we can do about this situation. Thank you for any assistance your can direct me to. DonnaK Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted November 11, 2015 at 04:49 PM Report Share Posted November 11, 2015 at 04:49 PM See FAQ #1 and #20. Link to comment Share on other sites More sharing options...
Guest DonnaK Posted November 11, 2015 at 05:19 PM Report Share Posted November 11, 2015 at 05:19 PM Thank you Mr. Huynh but I really don't feel #20 applies, unless I'm reading it wrong. We can't remove him from office until his term is up, then he either runs again or informs the Board of Trustees that he has decided to retire from this (fire department) board of trustees. The Chairman of the Board of Trustees CAN vote twice according to RONR FAQ #1? Thank you. Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted November 11, 2015 at 05:21 PM Report Share Posted November 11, 2015 at 05:21 PM No. Your rules may say otherwise. Link to comment Share on other sites More sharing options...
Guest DonnaK Posted November 11, 2015 at 05:32 PM Report Share Posted November 11, 2015 at 05:32 PM Our SOPs state the the chairman can ONLY vote to break a tie. Is there another 'rule' in RONR that would apply to this situation? Thank You! Link to comment Share on other sites More sharing options...
Gödel Fan Posted November 11, 2015 at 06:23 PM Report Share Posted November 11, 2015 at 06:23 PM What do your bylaws say about filling vacancies on the board (quote please, not a summary)? I have no idea what your SOPs are; usually in a fire department the SOPs are things like "Engine 7 will roll first for all car accidents" and "scene command will be assumed by the first responding individual, and passed to higher officers through a face to face briefing" and "preconnects are only to be used for trash fires." The point of the reference above was that, yes, you can remove your Chair by discipline or, if the bylaws say "or until successors are elected" by a motion. Saying things like "I'm Chairman and I do what I want" is often a good reason for removal. However, is the Chair also the Chief? If so, there may be applicable laws. Also, is the board elected by the public? As for the Chair voting, what is the size of the board, and do your rules actually say that the Chair can only vote to break a tie? Do you have a quote? The standard rule in RONR is that the Chair may vote when decisive, which is broader - except that the Chair can participate fully under small board rules. Your own rules (may) prevail, though, if they are bylaws and/or rules of order. I have no idea why your rules say that a majority of the quorum shall prevail. Link to comment Share on other sites More sharing options...
Josh Martin Posted November 11, 2015 at 06:34 PM Report Share Posted November 11, 2015 at 06:34 PM I just don't know what we can do about this situation.Remove him from office.We can't remove him from office until his term is up...Sure you can. How to do this depends on the wording of your bylaws regarding the term of office. What do they say on that subject?The Chairman of the Board of Trustees CAN vote twice according to RONR FAQ #1?No.Our SOPs state the the chairman can ONLY vote to break a tie. Is there another 'rule' in RONR that would apply to this situation?If your rules say that the chairman can only vote to break a tie, then he can only vote to break a tie. Your rules take precedence over RONR. Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 11, 2015 at 06:51 PM Report Share Posted November 11, 2015 at 06:51 PM I have no idea why your rules say that a majority of the quorum shall prevail. It's probably because the Supreme Court of the United States has told us (in U. S. v. Ballin, 144 U.S. 1, 1892) that "...the general rule of all parliamentary bodies is that, when a quorum is present, the act of a majority of the quorum is the act of the body." Fortunately for us, parliamentary law is not made by our courts. Link to comment Share on other sites More sharing options...
Guest DonnaK Posted November 11, 2015 at 07:33 PM Report Share Posted November 11, 2015 at 07:33 PM Godel Fan - Regarding vacancies on the board: "any vacancy(ies) on the Board of Trustees shall be voted upon by all members of the Board of Trustees members. In the case of a tie, the Chairman shall have the tie breaking vote only." Our Board of Trustees has only 7 board members including the Chairman. The SOPs were supposed to be for fire personnel however, the Chairman changed them to the Board of Trustees and discontinued the Board's original bylaws. The Chairman states that since there are too few firefighters in our department (15), the Board of Trustees shall assume all operations of that fire department's personnel, all fire department questions will NOT be directed through the Chief but will be written out to the Board of Trustees (Chairman) and he will make the decisions. Mr. Martin - Our Chairman is NOT following his own rules that he set. Unfortunately, I am not allowed to vote on anything until December 2015; that's when the probationary year is up. That's a whole other problem. The other Board of Trustee members are trying to figure out a way to get the Chairman to step down or recuse himself without having to go through a legal process. This Fire Department is on a volunteer only basis, no one is paid icluding the Board of Trustees. "Once a vacancy is filled that person may only observe for a year. After the probationary year is up, the newly acquired Board member has full rights and responsibilities of a full Board member." All Board members' terms are for 3 years but there is no limit on how many times they can get re-elected by the board of trustee members. Link to comment Share on other sites More sharing options...
g40 Posted November 11, 2015 at 08:20 PM Report Share Posted November 11, 2015 at 08:20 PM Just my opinion, but you have allowed a dictator to do whatever he wants. if the rest of the members and board members tolerate it, there is probably little that can be done - since those responsible for following (and enforcing) the proper rules are shirking their responsibilities. Link to comment Share on other sites More sharing options...
Guest DonnaK Posted November 11, 2015 at 08:25 PM Report Share Posted November 11, 2015 at 08:25 PM Thank you all for your suggestions and answers, very much appreciated. Link to comment Share on other sites More sharing options...
Gödel Fan Posted November 11, 2015 at 09:15 PM Report Share Posted November 11, 2015 at 09:15 PM >The SOPs were supposed to be for fire personnel however, the Chairman changed them to the Board of Trustees and discontinued the Board's original bylaws. Unless there was an actual action involved in this other than the Chair's say so, he did no such thing, he just claims to have. If he is taking on line powers, he may well be violating the law. If he cannot be removed, there are probably ways to bring it to a regulatory body's attention, or else for local government to step in. Again, you don't need him to step down or recuse himself, you can use the appropriate disciplinary procedure (or, depending on the wording in your real bylaws, a motion). Link to comment Share on other sites More sharing options...
Josh Martin Posted November 12, 2015 at 02:16 AM Report Share Posted November 12, 2015 at 02:16 AM Our Chairman is NOT following his own rules that he set. Yes, that's why I'm suggesting removing him. The other Board of Trustee members are trying to figure out a way to get the Chairman to step down or recuse himself without having to go through a legal process. Trying to get someone to resign first is a great idea and can save everyone a lot of trouble, but it doesn't hurt to prepare for the alternative in the event that the President refuses to resign. All Board members' terms are for 3 years but there is no limit on how many times they can get re-elected by the board of trustee members. We need the exact wording of the term of office to know what the appropriate procedure is to remove the President before his term expires. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 13, 2015 at 02:25 PM Report Share Posted November 13, 2015 at 02:25 PM It's probably because the Supreme Court of the United States has told us (in U. S. v. Ballin, 144 U.S. 1, 1892) that "...the general rule of all parliamentary bodies is that, when a quorum is present, the act of a majority of the quorum is the act of the body."Fortunately for us, parliamentary law is not made by our courts.Unfortunately, in 1892 this forum did not exist, or the court might have been disabused of that notion. Link to comment Share on other sites More sharing options...
Guest DonnaK Posted November 16, 2015 at 03:05 PM Report Share Posted November 16, 2015 at 03:05 PM Mr. Martin, at present we are trying to get him to resign, without have legal issues come into play. Thank you all for your input to our problem. Link to comment Share on other sites More sharing options...
Richard Brown Posted November 16, 2015 at 08:13 PM Report Share Posted November 16, 2015 at 08:13 PM I have no idea why your rules say that a majority of the quorum shall prevail. It is not that unusual a provision. You tend to see it more often in governmental and quasi-governmental bodies and sometimes in corporation statutes, perhaps as a result of the citation provided by Mr. Honemann. There is often a slight variation in the wording. I groan every time I see it. Link to comment Share on other sites More sharing options...
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