When do governing document triggers take effect

[Ken Moellman]

Hello -

I was referred to this forum to ask a question about when governing document triggers take effect, and its effect on membership on a board and quorum.

Under the governing documents of an organization, an executive board is comprised of set officers and at-large members, and then additional members are added by the nature of being the chair of affiliate organizations. Typically, it takes a vote of the executive board to create or disband an affiliate organization. Under the rules of the organization, if an affiliate organization fails to fulfill certain obligations, that affiliate organization is automatically disbanded. This provision is then followed by another provision where the board has two options to step in and save the affiliate organization from dissolution.  The board meets on a regular schedule. The affiliate failed to meet its obligations in-between meetings of the board.

Camp A position:  The governing document is always in effect, and always active regardless of action or inaction by the board. The affiliate organization that failed to fulfill its duties under the governing rules is disbanded unless and until the rest of the governing body restores it through the alternative mechanisms. The chair of the affiliate organization no longer sits on the board until the affiliate is restored. The chair of the affiliate would have no voting rights at the next meeting, nor at any time during the meeting since action to save the affiliate would not take effect until the close of that meeting.

Camp B position:  The missing of the obligation must be recognized by the governing body, before the affiliate is disbanded. The chair of the affiliate sits on the board until the close of the next business meeting, and if the board votes to save the affiliate in that meeting, then they continue onward.

The effect on quorum and voting rights at the next meeting of the board are the two contention points.

 

[Atul Kapur]

Interpretation of ambiguous bylaws must be done by your organization itself.

That being said, it depends on exactly what your governing documents say about the disbanding of the affiliate. If you quote those exact articles, some on the Forum may give you an opinion.

By the way, unless your governing documents say otherwise the decisions taken at the meeting take effect immediately, not at the end of the current meeting. Both camps are inaccurate when they refer to the end of the current meeting as the time when actions become effective.

 

 

 

[Ken Moellman]

If under the model they were to affiliate a party, would the board instantly gain a member during the meeting?
 

Here's the language:

Quote

Any Affiliate Party failing to call a convention in accordance with this constitution shall be considered disbanded, or at the option of the State Executive Committee, that its offices are deemed vacant and subject to temporary appointment by the State Executive Committee for the purpose of organizing and calling a convention on the Default Date set forth above. The State Executive Committee, at its discretion, may provide notice of the Affiliate Party of its failure to hold a proper convention, and give the Affiliate Party not more than sixty (60) days to call and hold a proper convention, even if those dates are outside of the limits contained herein; in the event the issue is not corrected within the sixty (60) day period, the State Party Executive Committee shall disband the affiliate party.

 

[Atul Kapur]

7 minutes ago, Ken Moellman said:

If under the model they were to affiliate a party, would the board instantly gain a member during the meeting?

Yes.

FWIW*, I'm inclined more to Camp B's position after reading the quote. 

* it's not worth much because it's up to your body to interpret your language