smastiff Posted September 18, 2018 at 06:09 AM Report Share Posted September 18, 2018 at 06:09 AM (edited) What is a special resolution . . A board director can only be removed by special resolution , What is a special resolution. A group of members are making a motion that the entire board or directors be replaced . Not one but the entire board. Edited September 18, 2018 at 06:35 AM by smastiff Quote Link to comment Share on other sites More sharing options...
jstackpo Posted September 18, 2018 at 08:00 AM Report Share Posted September 18, 2018 at 08:00 AM The term "special resolution" doesn't appear in RONR so you will have to look in your rules or bylaws to (possibly) get a definition, if there is one. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted September 18, 2018 at 10:43 AM Report Share Posted September 18, 2018 at 10:43 AM It sounds like your group is incorporated. If so, you should check the legislation that applies in the jurisdiction where it is incorporated. What parliamentary authority do your bylaws specify? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted September 18, 2018 at 01:22 PM Report Share Posted September 18, 2018 at 01:22 PM 2 hours ago, Atul Kapur said: It sounds like your group is incorporated. . . . Atul, I'm curious: what is it about the original post that makes you think this group is incorporated? They might well be incorporated, but I don't see anything that specifically indicates that they are. As to the term "special resolution", more information would be helpful. If the term is not defined in their bylaws or controlling state law, I would take it to be simply a fancy term for an ordinary resolution or motion. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted September 18, 2018 at 01:24 PM Report Share Posted September 18, 2018 at 01:24 PM 7 hours ago, smastiff said: What is a special resolution . . A board director can only be removed by special resolution , What is a special resolution. A group of members are making a motion that the entire board or directors be replaced . Not one but the entire board. Please quote for us the exact language of your bylaws regarding the removal of a director. Don't paraphrase, but quote the provision exactly. Quote Link to comment Share on other sites More sharing options...
smastiff Posted September 18, 2018 at 01:24 PM Author Report Share Posted September 18, 2018 at 01:24 PM Thank you , it appears after reading the provincial society act, a special resolution means a 2/3 vote. Thank You Jstackpo and Atul Kapur. LOL , Richard Brown We are a non profit society . Quote Link to comment Share on other sites More sharing options...
jstackpo Posted September 18, 2018 at 01:32 PM Report Share Posted September 18, 2018 at 01:32 PM Canadian, also? (Assumed from "provincial society"). Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted September 18, 2018 at 01:32 PM Report Share Posted September 18, 2018 at 01:32 PM 2 minutes ago, smastiff said: Thank you , it appears after reading the provincial society act, a special resolution means a 2/3 vote. Are you sure that is the definition of a special resolution? That sounds to me like the requirement to adopt a special resolution, but not the definition of a special resolution. 4 minutes ago, smastiff said: We are a non profit society . But, are you Incorporated? I have belonged to several non-profit organizations which are not Incorporated. In the United States, at least, an organization does not need to be incorporated in order to be considered non-profit. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted September 19, 2018 at 03:29 AM Report Share Posted September 19, 2018 at 03:29 AM 14 hours ago, Richard Brown said: Atul, I'm curious: what is it about the original post that makes you think this group is incorporated? Richard, it's because the language below is almost an exact quote from Corporation Acts I have reviewed. 21 hours ago, smastiff said: A board director can only be removed by special resolution , Those Acts also say that a special resolution requires a 2/3 vote to pass. And, rather than defining what constitutes a special resolution, they say which actions require a special resolution (e.g. removing a board director). Quote Link to comment Share on other sites More sharing options...
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