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Lawanna

Quorum, Board, General, Bylaws,

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Our social club has had a pretty rough start to the new year. Our bylaws state the Executive Board must have a quorum of 5 to vote and in order to have our general meeting you must have 4 board members to open the meeting.

Our VP resigned two weeks ago and our Past President resigned last week. Last night our newly elected President wanted to appoint a new Parliamentarian, VP and Past President, just before the board meeting, we had another executive board member resign (Sergent of Arms ), leaving them with 4 executive board members- no quorum-no votes.  Just before the general meeting, another executive board member resigned (Treasure) leaving them with 3 executive board members- no general meeting.

Our attorney (who is a member, our attorney for the executive board & mediator)  adjourns the meeting and said he must review Robert Rules and thinks we must now have a new election. Any input would be greatly appreciated. 

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2 hours ago, Lawanna said:

Our bylaws state the Executive Board must have a quorum of 5 to vote and in order to have our general meeting you must have 4 board members to open the meeting.

As you seem to be learning right now, the rule about needing a certain number of board members for a membership meeting is a very stupid rule and you should amend your bylaws to change it as soon as possible.

Setting a fixed number, rather than a proportion, for the board’s quorum can also be problematic if there are vacancies.

2 hours ago, Lawanna said:

Our attorney (who is a member, our attorney for the executive board & mediator)  adjourns the meeting and said he must review Robert Rules and thinks we must now have a new election. Any input would be greatly appreciated. 

RONR does have one way out of this debacle. It provides that, if every member of the society is present, the quorum requirement may be suspended.

If that doesn’t work, the attorney may have better luck turning to the law than RONR.

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Wow very interesting.  We have 800 members and normally 300 come in to vote annually in January.  Last night we had about 75 to 100 members waiting to see what was going to take place.  Thank you, I hope to hear from others.  

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4 hours ago, Lawanna said:

Our attorney (who is a member, our attorney for the executive board & mediator)  adjourns the meeting and said he must review Robert Rules and thinks we must now have a new election. Any input would be greatly appreciated. 

If I may - what business does this attorney-member (who presumably was not chairing the meeting) have adjourning your meeting?  Inquorate meetings aren't automatically adjourned, and people might well want to conduct other business, such as set the time to which to adjourn, which is permitted without a quorum.

It's likely true (although we can't say without knowing your bylaws) that a new election is needed, which leaves the question of how to hold one.  

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3 hours ago, Lawanna said:

Wow very interesting.  We have 800 members and normally 300 come in to vote annually in January.  Last night we had about 75 to 100 members waiting to see what was going to take place.  Thank you, I hope to hear from others.  

Another idea that occurs to me is that resignations are not final until accepted. Since the board was without a quorum without the Sergeant of Arms or Treasurer, their resignations could not have been accepted. So perhaps you could persuade one of them to attend one last meeting, at which time the society can amend its bylaws (make sure to give proper notice) and elect officers. Alternately, if the board has the power to fill vacancies (which seems to be the case), you could persuade both of them to attend one last board meeting where the board could fill at least two vacancies and accept their resignations.

Your bylaws do, I hope, provide that officers serve until their successors are elected?

Edited by Josh Martin

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36 minutes ago, J. J. said:

I am not certain how a past president can resign. 

I assumed he was President until he resigned, at which point he became Past President.  Am I too optimistic?

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I concur with my colleagues and with the advice of Josh Martin. Hopefully, at least some of the resignations haven't been accepted yet or haven't become effective yet.

As to the resignation of the past president, assuming he is a member automatically by virtue of being the immediate past president, there seems to be a split of opinion among our regular posters as to whether such an immediate past president can resign. RONR is silent on that particular point. That might be a matter of bylaws interpretation which can be done only by your organization.

What exactly (don't paraphrase) do your bylaws say about the quorum requirements, resignations, terms of office and filling vacancies? 

Edited to add: Even if it is possible for the immediate past president to resign (assuming that is what the position is), it is doubtful that he could be replaced sense he is probably the only living person who meets the definition of immediate past president. Having an immediate past president serve automatically is very often problematic for this very reason.

Edited by Richard Brown
Added last paragraph

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Executive Board- A quorum of five (5) board members must be present for voting. 

General Meeting- Members in good standing together with at least four (4) elected officers present at the general meetings will constitute a quorum. A majority vote of the quorum in the affirmative, or the negative, will be necessary to transact club business. 

Election of Officers: Should an elected Officer of the Executive Board, other than the President resign or vacate his/her position during the time for which he/she was elected, the Executive Board will appoint a member in good standing for the remaining elected period.  Should the office of President be vacated, the Vice President will assume the duties of President, irregardless of time served on the board. 

Past President role: Will assist the President, will chair the following committees: scholarships, memberships, and election. 

Suspension of Bylaws- Any By-law may be waived in case of emergency by a simple majority vote of members in good standing present at a regular or special meeting at which a quorum is present. 

That is it, no mentioned about accepting the resignations, even our VP has not been accepted yet.  We need to revamp our bylaws 100%. 

Someone did mention to me the attorney might not really be protecting the board as much as protecting the current President. I almost wonder if we should reach out to a different attorney for a 2nd opinion. 

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2 hours ago, Lawanna said:

Someone did mention to me the attorney might not really be protecting the board as much as protecting the current President. I almost wonder if we should reach out to a different attorney for a 2nd opinion. 

I don't see what legal questions are presented here.

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12 hours ago, Joshua Katz said:

I assumed he was President until he resigned, at which point he became Past President.  Am I too optimistic?

If he resigned as president, he would be the past president.  Obviously, a president resigning would become past president.  I do not see how he could resign as past president.    I think you are being too optimistic. :)

I am a past president of an organization.  While I could cease my premiership in that organization, I'd still be a past president.  Discounting time travel, I don't see any way around me being a past president. 

Edited by J. J.

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14 hours ago, J. J. said:

I am not certain how a past president can resign. 

I'm not certain a past president can resign, but if there is an office of Past President, then the Past President could presumably resign (i.e., be relieved of the duties of that office) but probably could not be replaced--at least not right away.

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5 hours ago, Lawanna said:

Someone did mention to me the attorney might not really be protecting the board as much as protecting the current President. I almost wonder if we should reach out to a different attorney for a 2nd opinion. 

I thought the issue was how to obtain a quorum and hold a new election, so the organization could continue its business. Additionally, it seems that the President, the board, and the membership are all in agreement that they would like the organization to be able to continue its business. Am I missing something?

6 hours ago, Lawanna said:

Election of Officers: Should an elected Officer of the Executive Board, other than the President resign or vacate his/her position during the time for which he/she was elected, the Executive Board will appoint a member in good standing for the remaining elected period.  Should the office of President be vacated, the Vice President will assume the duties of President, irregardless of time served on the board. 

Where do your bylaws provide the length of the “elected period” for the officers? Do they provide that officers shall serve until their successors are elected?

3 hours ago, Joshua Katz said:

I don't see what legal questions are presented here.

Well, we should keep in mind that the society was originally under the impression that it might be impossible to obtain a quorum and that there may be no parliamentary solution (and that may still be the case). In such cases, it may be prudent to consult a lawyer to determine if there is anything in applicable law which would salvage the situation.

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17 hours ago, J. J. said:

I am not certain how a past president can resign. 

Many organizations have a Past-President serving on their BOD or Executive Council so as to guide and advise the current President. 

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18 minutes ago, Juiceboy72 said:

Many organizations have a Past-President serving on their BOD or Executive Council so as to guide and advise the current President. 

Yes, they do, but the question is whether such a person can resign since the bylaws say such a person is on the board automatically by virtue of being a past president (usually the immediate past president).   And, even if he can resign, can he be replaced?  Or will the board be one member short, since no one else on earth meets the definition of "immediate past president" except that one person?

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And ... does the "missing" immediate past president (IPP) still count in the determination of the (majority of members) quorum?  You can't get rid of him  --  he is there by virtue of history, not election, so he remains a member, unless he has tendered his ultimate resignation (from life as well as the IPP position).  At that point the position is vacant, and stays that way until the current president ends his/her term.

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3 hours ago, Gary Novosielski said:

I'm not certain a past president can resign, but if there is an office of Past President, then the Past President could presumably resign (i.e., be relieved of the duties of that office) but probably could not be replaced--at least not right away.

An immediate past president (IPP) could not resign.  The position is based on his status as an immediate past president, even if there are duties assigned to the position.  The IPP could choose not perform those duties.

The only way that I could see is if an IPP is an officer, and then no longer meets the general criteria for holding office.  If the bylaws create an IPP office and requires all officers to maintain membership, the IPP could get out of the job by resigning from membership.  Death would work as well, but that probably won't be optimal. 

Of course, when the incumbent president leaves office, he would normally displace the IPP.

 

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10 hours ago, J. J. said:

If he resigned as president, he would be the past president.  Obviously, a president resigning would become past president.  I do not see how he could resign as past president.    I think you are being too optimistic. :)

 

It says "our Past President resigned last week."  Resigned from what?  It doesn't say.  In particular, it doesn't say "resigned as Past President."  I read it as "the person who is now our Past President resigned from President last week."

7 hours ago, Josh Martin said:

Well, we should keep in mind that the society was originally under the impression that it might be impossible to obtain a quorum and that there may be no parliamentary solution (and that may still be the case). In such cases, it may be prudent to consult a lawyer to determine if there is anything in applicable law which would salvage the situation.

True.  So far, though, the only thing I've seen the attorney actually do is somehow adjourn a meeting (by what authority?) so he can study Robert's Rules (always a good idea, but not particularly helpful here).

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From our attorney.  I gave XXX a letter to have posted with my finding in reference to resignations and appointments.  If it is not posted let me know. I do not want to get involved in the politics.  Others might have differing opinions.  I based my opinion on the bylaws and Florida Statues which I believe trump Robert rules.

 

Question, Can (B Bylaw) supersede (A Bylaw- we only have 3 Board members out of 7) when accepting resignations and appointing new board members? 

A Bylaw) Executive Board- A quorum of five (5) board members must be present for voting. 

B Bylaw) Election of Officers: Should an elected Officer of the Executive Board, other than the President resign or vacate his/her position during the time for which he/she was elected, the Executive Board will appoint a member in good standing for the remaining elected period.  Should the office of President be vacated, the Vice President will assume the duties of President,  irregardless of time served on the board. 

Thank you again for your input. 

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23 hours ago, J. J. said:

An immediate past president (IPP) could not resign.  The position is based on his status as an immediate past president, even if there are duties assigned to the position.  The IPP could choose not perform those duties.

The only way that I could see is if an IPP is an officer, and then no longer meets the general criteria for holding office.  If the bylaws create an IPP office and requires all officers to maintain membership, the IPP could get out of the job by resigning from membership.  Death would work as well, but that probably won't be optimal. 

Of course, when the incumbent president leaves office, he would normally displace the IPP.

 

Whether in office by virtue of having won election to an office, or by virtue of its ex-officio (or in the case of an IPP, ex-ex-officio) nature, if the board could accept the resignation of, say the secretary, why could it not accept the resignation of the immediate past president?  Granted, it would be difficult to find an eligible replacement, but if it can excuse one, why not the other?

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6 minutes ago, Gary Novosielski said:

Whether in office by virtue of having won election to an office, or by virtue of its ex-officio (or in the case of an IPP, ex-ex-officio) nature, if the board could accept the resignation of, say the secretary, why could it not accept the resignation of the immediate past president?  Granted, it would be difficult to find an eligible replacement, but if it can excuse one, why not the other?

I think that is a very good question and I hope we can have more discussion about it.... and that someone (or more) from the RONR authorship team will weigh in on this issue.

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1 hour ago, Lawanna said:

 

From our attorney.  I gave XXX a letter to have posted with my finding in reference to resignations and appointments.  If it is not posted let me know. I do not want to get involved in the politics.  Others might have differing opinions.  I based my opinion on the bylaws and Florida Statues which I believe trump Robert rules.

 

Question, Can (B Bylaw) supersede (A Bylaw- we only have 3 Board members out of 7) when accepting resignations and appointing new board members? 

A Bylaw) Executive Board- A quorum of five (5) board members must be present for voting. 

B Bylaw) Election of Officers: Should an elected Officer of the Executive Board, other than the President resign or vacate his/her position during the time for which he/she was elected, the Executive Board will appoint a member in good standing for the remaining elected period.  Should the office of President be vacated, the Vice President will assume the duties of President,  irregardless of time served on the board. 

Thank you again for your input. 

First of all, your attorney is certainly correct when he says that the bylaws and applicable statutes trump Robert's Rules, so it's nice to know that he based his opinion on the former and not the latter (assuming there is a conflict between them). So what was his opinion?

Secondly, the question you asked makes no sense at all, since there appears to be no conflict between B Bylaw and A Bylaw. They deal with entirely different things.

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14 minutes ago, Daniel H. Honemann said:

Secondly, the question you asked makes no sense at all, since there appears to be no conflict between B Bylaw and A Bylaw. They deal with entirely different things.

I don't agree with it, but I think the idea might be that the provision about the Executive Board board appointing replacement officers doesn't mention anything about a quorum being necessary to do so. Especially if they do it without voting. :)

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