Actions by special class of members

[rulesasker]

Our board bylaws include "permanent" members who are "selected by current permanent members." This has been interpreted to mean a majority vote of the current permanent members. Should this majority vote occur in a meeting of the board? 

[puzzling]

what else do the bylaws say about the permanent members?

(is there a committee of the permanent members,  what are their rights and duties ect)

[Gary Novosielski]

Are all the "permanent members" members of the board?  If not, they can't vote in board meetings.

 

 

[Richard Brown]

On 12/14/2022 at 7:29 AM, rulesasker said:

Our board bylaws include "permanent" members who are "selected by current permanent members." This has been interpreted to mean a majority vote of the current permanent members. Should this majority vote occur in a meeting of the board? 

Rulesaker, we need more information in order to answer your question, particularly regarding these permanent members and what I presume would be “non-permanent“ members of the board. Are the non-permanent members  voting members of the board? Please tell us exactly what your bylaws say about the selection of these permanent members. Please quote exactly, don’t paraphrase.

Regarding whether this vote must take place during a meeting, I would say that in all likelihood it must, but you have an unusual arrangement and we need more information, particularly regarding these “permanent members“.  Unless your bylaws or other rules specify otherwise, all voting must take place in meetings. 

[rulesasker]

On 12/14/2022 at 8:22 AM, Richard Brown said:

Are the non-permanent members  voting members of the board?

Yes. 

On 12/14/2022 at 8:08 AM, puzzling said:

is there a committee of the permanent members,  what are their rights and duties ect

There is no such committee. The only difference between them and other members is that there is no term for the permanent members. They serve until they resign.

Edited December 14, 2022 at 02:32 PM by rulesasker

[puzzling]

On 12/14/2022 at 2:27 PM, rulesasker said:

There is no such committee. The only difference between them and other members is that there is no term limit for the permanent members

permanent (board?) members can only exist if this category is mentioned and regulated in the bylaws, if the bylaws doesn't mention them the category does not exist.

[rulesasker]

On 12/14/2022 at 8:37 AM, puzzling said:

permanent (board?) members can only exist if this category is mentioned and regulated in the bylaws

 

On 12/14/2022 at 7:29 AM, rulesasker said:

Our board bylaws include "permanent" members who are "selected by current permanent members."

The bylaws mention "permanent members," (and yes they are members of the board) and says they are selected by the current permanent members, but they do not state that there is a "committee of permanent members." So far, I believe they have met separately from the board to make these selections, which you could call a committee de facto, so my question is whether that is proper if there is no committee in the bylaws. I also want to know how to record all this in in the minutes.

Edited December 14, 2022 at 02:45 PM by rulesasker

[Joshua Katz]

Assuming it is correct that it means a majority vote, I think it's pretty easy to say it has to happen during a meeting of some sort. Since all are members of the board, a board meeting seems reasonable. Obviously, only the permanent members can vote. 

Of course, the above doesn't appear in RONR, it's just my attempt to apply a rule (business is conducted in meetings) to an unusual set of facts.

[Josh Martin]

On 12/14/2022 at 7:29 AM, rulesasker said:

Our board bylaws include "permanent" members who are "selected by current permanent members." This has been interpreted to mean a majority vote of the current permanent members.

Seems reasonable.

On 12/14/2022 at 7:29 AM, rulesasker said:

Should this majority vote occur in a meeting of the board? 

I think that is ambiguous. Arguably, it could occur during a board meeting (assuming that the "permanent members" are a subset of board members), but only persons who are "permanent members" could vote on the matter in question.

An alternative possibility would be to consider the permanent members a special committee of sorts, which would meet for the purpose of admitting new permanent members.

In the long run, it would seem desirable to amend the rules for clarity.

On 12/14/2022 at 8:44 AM, rulesasker said:

The bylaws mention "permanent members," (and yes they are members of the board) and says they are selected by the current permanent members, but they do not state that there is a "committee of permanent members." So far, I believe they have met separately from the board to make these selections, which you could call a committee de facto, so my question is whether that is proper if there is no committee in the bylaws. I also want to know how to record all this in in the minutes.

I don't think such an interpretation is unreasonable. An interpretation that it would occur during board meetings is also not unreasonable.

I don't think there is anything special to record in the minutes. It would be recorded in the same manner as other business.