Dutchman Posted August 4, 2017 at 12:49 PM Report Share Posted August 4, 2017 at 12:49 PM I will try to phrase this question so I don't receive too many "It's up to your organization to interpret your bylaws." Although I understand that may very well be the case. Our bylaws allow for departing directors with a minimum time in office to move to a status that allows for attendance without vote. The bylaws read as follows... "DIRECTOR EXEMPT. Any Director who has served two (2) or more full terms and wishes to remain active on the Board of Directors shall have the option of assuming the position of Director Exempt." Personally I interpret this part of our bylaws to mean the action of moving to director exempt requires no vote or board action and is solely at the discretion of the person meeting these requirements. The Point of Order called suggested a board vote must be held for the person to become director exempt as it is an action and all actions require a vote. Does Roberts speak to this? Quote Link to comment Share on other sites More sharing options...
g40 Posted August 4, 2017 at 01:04 PM Report Share Posted August 4, 2017 at 01:04 PM 12 minutes ago, Dutchman said: I will try to phrase this question so I don't receive too many "It's up to your organization to interpret your bylaws." Although I understand that may very well be the case. Our bylaws allow for departing directors with a minimum time in office to move to a status that allows for attendance without vote. The bylaws read as follows... "DIRECTOR EXEMPT. Any Director who has served two (2) or more full terms and wishes to remain active on the Board of Directors shall have the option of assuming the position of Director Exempt." Personally I interpret this part of our bylaws to mean the action of moving to director exempt requires no vote or board action and is solely at the discretion of the person meeting these requirements. The Point of Order called suggested a board vote must be held for the person to become director exempt as it is an action and all actions require a vote. Does Roberts speak to this? The way I read the provision, it is not automatic because of the words "shall have the option". It may not require a vote, but it seems to me that such directors who wish to become a "director exempt" would need to so indicate and this be recorded in the minutes. Quote Link to comment Share on other sites More sharing options...
Dutchman Posted August 4, 2017 at 01:09 PM Author Report Share Posted August 4, 2017 at 01:09 PM 14 minutes ago, g40 said: The way I read the provision, it is not automatic because of the words "shall have the option". It may not require a vote, but it seems to me that such directors who wish to become a "director exempt" would need to so indicate and this be recorded in the minutes. I agree the individual could decline or chose not to utilize the provision. I should have phrased better, does Roberts require a vote for the status to be implemented? Quote Link to comment Share on other sites More sharing options...
Greg Goodwiller, PRP Posted August 4, 2017 at 02:01 PM Report Share Posted August 4, 2017 at 02:01 PM Is there more to the provision than what you quoted? Your opening statement says that these Directors may "attend," but not "vote." The provision you provided says nothing about that - so until we hear a further description of what a "Director Exempt" is and means, I'm not sure we can say more. Rules can certainly be written in a way that requires no action (and vote) on the part of an assembly in order to become effective, so I concur with my colleague that the Director's determination can simply be recorded in the minutes, on the basis of what you have provided so far - although, as you noted at the start, that is a matter of the interpretation of your bylaws. Quote Link to comment Share on other sites More sharing options...
Dutchman Posted August 4, 2017 at 03:35 PM Author Report Share Posted August 4, 2017 at 03:35 PM 1 hour ago, Greg Goodwiller said: Is there more to the provision than what you quoted? Your opening statement says that these Directors may "attend," but not "vote." The provision you provided says nothing about that - so until we hear a further description of what a "Director Exempt" is and means, I'm not sure we can say more. Rules can certainly be written in a way that requires no action (and vote) on the part of an assembly in order to become effective, so I concur with my colleague that the Director's determination can simply be recorded in the minutes, on the basis of what you have provided so far - although, as you noted at the start, that is a matter of the interpretation of your bylaws. Yes, the bylaws do speak further, subsections to what I previously submitted state the following... A Director Exempt: a. may attend any and all meetings of the Board of Directors, but without vote b. may participate in any and all discussions of the Board of Directors c. may serve without vote on any committees of the Board of Directors d. may not hold elective office on the Board of Directors e. shall not be held to attendance requirements as stated elsewhere in these By-Laws f. shall receive all communications afforded to the Board of Directors. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted August 4, 2017 at 04:24 PM Report Share Posted August 4, 2017 at 04:24 PM The easiest way to settle this is to ask the objecting party to show you where the bylaws require a board vote to approve a new Director Exempt. Quote Link to comment Share on other sites More sharing options...
Dutchman Posted August 4, 2017 at 07:05 PM Author Report Share Posted August 4, 2017 at 07:05 PM 2 hours ago, Guest Who's Coming to Dinner said: The easiest way to settle this is to ask the objecting party to show you where the bylaws require a board vote to approve a new Director Exempt. The bylaws do not. Their argument was that all board action requires a board vote per Roberts Quote Link to comment Share on other sites More sharing options...
jstackpo Posted August 4, 2017 at 07:18 PM Report Share Posted August 4, 2017 at 07:18 PM Well, it would be "per your bylaws" not per RONR. Do your bylaws require Board agreement or a vote to approve a presidential appointment? RONR doesn't. So ask your friends to show you the "required" rule -- they won't be able to, unless it is in some part of the bylaws you haven't told us about. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted August 4, 2017 at 09:45 PM Report Share Posted August 4, 2017 at 09:45 PM My interpretation , based on the information provided, is that"director exempt" status is automatic upon a director electing to have such status and that no vote is required or even appropriate. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted August 5, 2017 at 02:23 AM Report Share Posted August 5, 2017 at 02:23 AM 7 hours ago, Dutchman said: The bylaws do not. Their argument was that all board action requires a board vote per Roberts Agreed, but the question could just as easily be rephrased as: "Is board action required to place someone in the role of Director Exempt?" Based on the language you quoted, and not having read the bylaws in their entirety, it seems to me that the only relevant factor is whether the eligible person wishes to become a D.E., or does not. There is no language suggesting that the board has the power deny such a proper request. If voting No is not an option, then voting is pointless and therefore dilatory. Quote Link to comment Share on other sites More sharing options...
SaintCad Posted August 5, 2017 at 03:14 AM Report Share Posted August 5, 2017 at 03:14 AM 8 hours ago, Dutchman said: The bylaws do not. Their argument was that all board action requires a board vote per Roberts Absolutely except the Board already voted years ago on the motion. It would not require a vote now. Think of it this way: in 2017 your Board votes and passes the motion "The Secretary shall send out New Year's cards in January of every year." January 2018 rolls around. Would the Board need to vote again to send out cards? In 2019? In 2020? No, the cards are to be sent out every year until the motion is rescinded or amended. It is the same thing here. The Board voted that when X occurs, then member Y can do Z. That has already been voted on and passed. Quote Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted August 5, 2017 at 06:34 PM Report Share Posted August 5, 2017 at 06:34 PM On 8/4/2017 at 5:49 AM, Dutchman said: The bylaws read as follows... "DIRECTOR EXEMPT. Any Director who has served two (2) or more full terms and wishes to remain active on the Board of Directors shall have the option of assuming the position of Director Exempt." • Personally I interpret this part of our bylaws to mean the action of moving to director exempt requires no vote or board action and is solely at the discretion of the person meeting these requirements. • The Point of Order called suggested a board vote must be held for the person to become director exempt as it is an action and all actions require a vote. Your question is one of English syntax and grammar, not a question of parliamentary procedure. *** "DIRECTOR EXEMPT. Any Director who has served two (2) or more full terms and wishes to remain active on the Board of Directors shall have the option of assuming the position of Director Exempt." *** Q. Who has the "option of assuming"? A. Any director (who has fulfilled the stated requirement). *** Q. Does the Board have the "option of assuming"? A. No. Only certain directors have the "option of assuming". The board has no "option" and the board cannot "assume". The board has not been given any power to "take away the option" nor "countermand the assumption". *** From the above, it appears that the decision is a unilateral decision, to be uttered, or written, only by certain directors. Quote Link to comment Share on other sites More sharing options...
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