Timeliness of a Parliamentary Inquiry

[J. J.]

On 12/10/2021 at 9:42 PM, Tomm said:

Articles of Incorporation state the following and a temporary replacement director was not installed for more than 2 months after the one director was removed! 

"2. Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors." (emphases mine)

I suppose those two plus months without a director being installed as a replacement would be an area of concern? The director that was dismissed was dismissed the day after the last meeting of the board prior to their 2 month hiatus. The replacement was installed when the meetings resumed 2 months later.

Noting that is is far from standard language, I would treat this as being removed by rescission of the election, but requiring a 2/3 vote and prohibiting the other options.

[Atul Kapur]

On 12/10/2021 at 9:42 PM, Tomm said:

Articles of Incorporation state the following and a temporary replacement director was not installed for more than 2 months after the one director was removed! 

"2. Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors." (emphases mine)

I suppose those two plus months without a director being installed as a replacement would be an area of concern? The director that was dismissed was dismissed the day after the last meeting of the board prior to their 2 month hiatus. The replacement was installed when the meetings resumed 2 months later.

Tomm, you are really grasping at straws, now. And you are showing exactly why, as I noted earlier, the governing documents need to be read as a whole, not piecemeal. The part that you have bolded obviously cannot apply when a director is removed following the provisions you eventually shared with us earlier, otherwise the provisions on removing a director could never be used. Once the director was removed, the provisions regarding filling a vacancy come into play and those are where you will find the answer as to whether the 2-month vacancy violates any of your rules. 
In my experience, this duration of a "hiatus" does not surprise me and I doubt whether it violated any of your rules.

[Josh Martin]

On 12/10/2021 at 8:42 PM, Tomm said:

Articles of Incorporation state the following and a temporary replacement director was not installed for more than 2 months after the one director was removed! 

"2. Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors." (emphases mine)

I suppose those two plus months without a director being installed as a replacement would be an area of concern? The director that was dismissed was dismissed the day after the last meeting of the board prior to their 2 month hiatus. The replacement was installed when the meetings resumed 2 months later.

If the rules in RONR were controlling in this matter (which I do not believe they are), then removal of a director would require formal disciplinary procedures under this rule, due to the use of the word "and" before the phrase "shall serve until their successors are elected."

In any event, the existence of that rule does not suggest there is any concern with the fact that the "replacement director was not installed for more than 2 months after the one director was removed." The rule in question is quite common and rules of this nature are used to ensure that there there is no gap in service in the event that the society cannot complete its regular elections in time. Such rules are quite obviously not intended to provide that officers continue to serve after they have been removed from office, nor does the existence of such a rule create any sort of deadline for filling a vacancy.