GeorgeP Posted December 9, 2017 at 07:42 PM Report Share Posted December 9, 2017 at 07:42 PM We are a non-profit BOD consisting of 5 people. Recently we discovered that the President make a decision without the knowledge or approval of the rest of the board to cancel an event that has been on agenda and had been done on an annual basis.. In attempt to gain support in opposition of the Presidents move, an email vote (per our bylaws) was conducted and sent to all 5 board members requesting their approval to in essence 'reverse' the presidents decision. 4 votes approved were returned, shortly after that one vote withdrawn citing the voting process was not done according to bylaws. The objection was handled with additional email which addressed the omission of steps to follow for voting process (ie phone call vs email vote). How should this have been handled ? Nothing referenced in Bylaws addressing that President has this level authority. Appreciate info/comments/suggestions and thank you in advance Quote Link to comment Share on other sites More sharing options...
jstackpo Posted December 9, 2017 at 08:15 PM Report Share Posted December 9, 2017 at 08:15 PM Since essentially everything, right or wrong, that happened is not authorized in RONR, only the rules in your bylaws will be able to tell you what should (or should not) have happened. And maybe what to do about it. Bylaw rules supersede RONR rules as a general matter. For a first step double check whether your bylaws give the president the power, or authority, to cancel events. If not, then he can't. Therefore ignore him/her and hold the annual event. Quote Link to comment Share on other sites More sharing options...
J. J. Posted December 9, 2017 at 09:21 PM Report Share Posted December 9, 2017 at 09:21 PM Adding to Dr. Stackpole's answer, action that the board takes outside of a meeting can be ratified at a meeting (pp. 124-5). Note that the board can only ratify some action that it had the authority to take. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted December 9, 2017 at 11:13 PM Report Share Posted December 9, 2017 at 11:13 PM 1 hour ago, J. J. said: Adding to Dr. Stackpole's answer, action that the board takes outside of a meeting can be ratified at a meeting (pp. 124-5). No, I don't think so. Quote Link to comment Share on other sites More sharing options...
J. J. Posted December 9, 2017 at 11:42 PM Report Share Posted December 9, 2017 at 11:42 PM 27 minutes ago, Daniel H. Honemann said: No, I don't think so. I do, with that caveat. It assumes that the board would have the authority to cancel this event. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted December 10, 2017 at 02:56 AM Report Share Posted December 10, 2017 at 02:56 AM 7 hours ago, GeorgeP said: How should this have been handled ? Nothing referenced in Bylaws addressing that President has this level authority. The vote seems superfluous. This is an administrative matter, not a parliamentary one. If the President exceeded his or her authority, the board members need only have undertaken whatever corrective action was necessary to reinstate the event. If you wish, you could move to discipline the President at your next meeting. Quote Link to comment Share on other sites More sharing options...
Guest Jim Posted December 10, 2017 at 04:11 PM Report Share Posted December 10, 2017 at 04:11 PM You may want to refer to you state statutes on nonprofit corporations. I am going through a similar situation in NC and General Statutes do take precedence if article of incorporation and/or Bylaws don’t address this issue. Jim Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted December 11, 2017 at 03:14 PM Report Share Posted December 11, 2017 at 03:14 PM (edited) On 12/9/2017 at 1:42 PM, GeorgeP said: We are a non-profit BOD consisting of 5 people. Recently we discovered that the President make a decision without the knowledge or approval of the rest of the board to cancel an event that has been on agenda and had been done on an annual basis.. In attempt to gain support in opposition of the Presidents move, an email vote (per our bylaws) was conducted and sent to all 5 board members requesting their approval to in essence 'reverse' the presidents decision. 4 votes approved were returned, shortly after that one vote withdrawn citing the voting process was not done according to bylaws. The objection was handled with additional email which addressed the omission of steps to follow for voting process (ie phone call vs email vote). How should this have been handled ? Nothing referenced in Bylaws addressing that President has this level authority. Appreciate info/comments/suggestions and thank you in advance Votes cannot be taken by e-mail, unless the bylaws so provide, but the President also had no authority to cancel the event in the first place, unless the bylaws so provide. So the event is still on. Edited December 11, 2017 at 03:15 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
SaintCad Posted December 11, 2017 at 06:55 PM Report Share Posted December 11, 2017 at 06:55 PM I'm not 100% sure the President exceeded their authority. Was there any motion to have this event or is it custom? Was that particular agenda approved ahead of time? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted December 11, 2017 at 07:16 PM Report Share Posted December 11, 2017 at 07:16 PM 19 minutes ago, SaintCad said: I'm not 100% sure the President exceeded their authority. Well, if there are so many of them, I'm not 100% sure either. Quote Link to comment Share on other sites More sharing options...
SaintCad Posted December 12, 2017 at 07:59 AM Report Share Posted December 12, 2017 at 07:59 AM 12 hours ago, Daniel H. Honemann said: Well, if there are so many of them, I'm not 100% sure either. Ha ha ha ha. Maybe you can reread the OP and tell us the President's gender. Or maybe you've never heard of indefinite pronouns. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted December 12, 2017 at 10:57 AM Report Share Posted December 12, 2017 at 10:57 AM 2 hours ago, SaintCad said: Ha ha ha ha. Maybe you can reread the OP and tell us the President's gender. Or maybe you've never heard of indefinite pronouns. Yes, I've heard of indefinite pronouns, and "their" isn't one of them. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted December 12, 2017 at 02:00 PM Report Share Posted December 12, 2017 at 02:00 PM Aside from the fact that the president is singular and their is plural, it would be helpful to know more about how this event became an annual event that did not need to be re-authorized. Was it specifically established as an annual event by means of an adopted motion? Was it originally approved as a one time event that has become custom? How many times has this event taken place? To ask another way, why is it that this event should take place without specific authorization? I suspect there is some internal squabbling that we aren't privy to going on here. If the president did something wrong or even just unpopular, there are ways of dealing with that from censure to removal from office. Quote Link to comment Share on other sites More sharing options...
SaintCad Posted December 12, 2017 at 02:46 PM Report Share Posted December 12, 2017 at 02:46 PM (edited) 3 hours ago, Daniel H. Honemann said: Yes, I've heard of indefinite pronouns, and "their" isn't one of them. You still didn't answer what sex the President is. And I presume you've heard of the Oxford Dictionary Their: 1.1 Belonging to or associated with a person of unspecified sex. ‘she heard someone blow their nose loudly’ Edited December 12, 2017 at 02:49 PM by SaintCad Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted December 12, 2017 at 04:50 PM Report Share Posted December 12, 2017 at 04:50 PM 1 hour ago, SaintCad said: You still didn't answer what sex the President is. And I presume you've heard of the Oxford Dictionary Their: 1.1 Belonging to or associated with a person of unspecified sex. ‘she heard someone blow their nose loudly’ That's interesting. The one I've looked at defines "indefinite pronoun" as "A pronoun that does not refer to any person, amount, or thing in particular, e.g. anything, something, anyone, everyone." And no, of course I don't know this President's sex, but I'm fairly certain there is only one of them. Quote Link to comment Share on other sites More sharing options...
SaintCad Posted December 12, 2017 at 06:54 PM Report Share Posted December 12, 2017 at 06:54 PM (edited) 2 hours ago, Daniel H. Honemann said: That's interesting. The one I've looked at defines "indefinite pronoun" as "A pronoun that does not refer to any person, amount, or thing in particular, e.g. anything, something, anyone, everyone." And no, of course I don't know this President's sex, but I'm fairly certain there is only one of them. Yes I made an error after a 16 hour day, it is a possessive determiner. And of course you ignored the definition I quoted that shows that "their" is proper for a singular person if their sex is not know. Can't admit you're wrong? How shocking. from dictionary.com's definition - used with an indefinite third person singular antecedent. Singular means one. Edited December 12, 2017 at 06:56 PM by SaintCad Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted December 12, 2017 at 07:20 PM Report Share Posted December 12, 2017 at 07:20 PM 6 minutes ago, SaintCad said: And of course you ignored the definition I quoted that shows that "their" is proper for a singular person if their sex is not know. Can't admit you're wrong? How shocking. from dictionary.com's definition - used with an indefinite third person singular antecedent. Oh, I'm not ignoring what you quoted, and I do not think it at all surprising that one can now find support for this sort of silliness. It's just that I'm old enough not to be impressed with the length people go to these days in striving for gender neutrality. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted December 12, 2017 at 08:00 PM Report Share Posted December 12, 2017 at 08:00 PM Yea, but that's the New Oxford. Quote Link to comment Share on other sites More sharing options...
SaintCad Posted December 12, 2017 at 08:56 PM Report Share Posted December 12, 2017 at 08:56 PM 1 hour ago, Daniel H. Honemann said: Oh, I'm not ignoring what you quoted, and I do not think it at all surprising that one can now find support for this sort of silliness. It's just that I'm old enough not to be impressed with the length people go to these days in striving for gender neutrality. Unbelievably the evolution of language does not depend on you for approval. So if you want to be pedantic about people's grammar you might want to make sure they are actually incorrect first. And I mean actually incorrect, not a "Disagree with Dan's curmudgeon viewpoint = incorrect" error. Or if you make an honest error (like I did) man up and admit it instead of doubling down on the "I'm Dan therefore I'm correct" mantra you spew when you get called out on your mistake. You may think that because you're old you have somehow earned the right to be an ass. You are wrong on that too. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted December 12, 2017 at 09:30 PM Report Share Posted December 12, 2017 at 09:30 PM 33 minutes ago, SaintCad said: Unbelievably the evolution of language does not depend on you for approval. So if you want to be pedantic about people's grammar you might want to make sure they are actually incorrect first. And I mean actually incorrect, not a "Disagree with Dan's curmudgeon viewpoint = incorrect" error. Or if you make an honest error (like I did) man up and admit it instead of doubling down on the "I'm Dan therefore I'm correct" mantra you spew when you get called out on your mistake. You may think that because you're old you have somehow earned the right to be an ass. You are wrong on that too. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted December 12, 2017 at 09:32 PM Report Share Posted December 12, 2017 at 09:32 PM SaintCad, for what it's worth, most of us who post on here regularly agree with Mr. Honemann on this issue. We despise the use of the word "their" when referring to one person. Your response to him is also pretty disrespectful . Quote Link to comment Share on other sites More sharing options...
GeorgeP Posted December 18, 2017 at 05:42 PM Author Report Share Posted December 18, 2017 at 05:42 PM Thank you all for your feedback. I believe this experience has given (at least some of) our board a clearer understanding of the importance of following our bylaws and RROR. I believe I failed to mention that I am a new member to this board, as I stepped up to fill a vacancy resulting from an resignation (the result of prior unappropriate actions by a board member) In response to Mr. Browns' Dec 12 post, this was not a 'one-time' event, rather an annual one in which there should never have been opposition. We will now be focusing on how to prevent this issue from happening again. The event was a huge success............... Quote Link to comment Share on other sites More sharing options...
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