Guest Stacy H. Posted January 23, 2011 at 02:47 PM Report Share Posted January 23, 2011 at 02:47 PM In a subsection of our By-Laws it states: "Any committee appointed may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee". What exactly does this mean insofar as what is required for a vote to terminate a committee?In all other references to votes cast by the BOD it states "a majority vote of the members of the Board who are present", or by quorum, the quorum being "a majority of the Board". Link to comment Share on other sites More sharing options...
hmtcastle Posted January 23, 2011 at 02:50 PM Report Share Posted January 23, 2011 at 02:50 PM In a subsection of our By-Laws it states: "Any committee appointed may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee". What exactly does this mean insofar as what is required for a vote to terminate a committee?In all other references to votes cast by the BOD it states "a majority vote of the members of the Board who are present", or by quorum, the quorum being "a majority of the Board".Bylaws can only be properly interpreted in their entirety and I'm afraid that's beyond the scope of this forum. Link to comment Share on other sites More sharing options...
David A Foulkes Posted January 23, 2011 at 03:02 PM Report Share Posted January 23, 2011 at 03:02 PM In a subsection of our By-Laws it states: "Any committee appointed may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee". What exactly does this mean insofar as what is required for a vote to terminate a committee?In all other references to votes cast by the BOD it states "a majority vote of the members of the Board who are present", or by quorum, the quorum being "a majority of the Board".Stacy - actually the language seems pretty clear, to me anyway. Bylaws can't be interpreted here, as noted above, but if you'd like to delve further into this issue and get some opinions....... ----------------------------------------------------------------------------------------------------------------------------------\/ Link to comment Share on other sites More sharing options...
Guest Stacy H. Posted January 23, 2011 at 04:10 PM Report Share Posted January 23, 2011 at 04:10 PM Stacy - actually the language seems pretty clear, to me anyway. Bylaws can't be interpreted here, as noted above, but if you'd like to delve further into this issue and get some opinions....... ----------------------------------------------------------------------------------------------------------------------------------\/Stacy H. I guess my question is....by reading what is stated in the By-Laws, and the distinction between voting by BOD members present, and the use of "full membership", does this mean that the entire body of the BOD must be present in order to vote? Link to comment Share on other sites More sharing options...
David A Foulkes Posted January 23, 2011 at 05:10 PM Report Share Posted January 23, 2011 at 05:10 PM Stacy H. I guess my question is....by reading what is stated in the By-Laws, and the distinction between voting by BOD members present, and the use of "full membership", does this mean that the entire body of the BOD must be present in order to vote?The language RONR uses is "majority of the entire membership". This sounds a lot like your "majority vote of the full membership of the Board", although that interpretation will be yours to make. RONR also makes a distinction between the number of seats (fixed membership), and the number of current members (entire membership). This can affect the voting requirement.Example:A Board that is defined as having 12 members has a "fixed membership" of 12. If two of those seats are vacant, you have an "entire membership" of 10. Thus, a majority of the "entire membership" is 6 (more than half of 10), while a majority of the "fixed" membership is 7 (more than half of 12).All the members do not need to be present, but you must have a quorum present to conduct business, and then the required number of votes (6 or 7, depending) must be cast in favor of the motion to adopt it.Is "full membership" the same as "fixed membership" (number of seats) or "entire membership" (number of members)? That is an interpretation your organization will need to make. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted January 23, 2011 at 09:03 PM Report Share Posted January 23, 2011 at 09:03 PM ... does this mean that the entire body of the BOD must be present in order to vote?That is one interpretation.Is it the only interpretation?No.Is the wording of your rule lifted from RONR?No. Therefore, no page can be cited to "prove" one interpretation is more authentic than another interpretation. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 24, 2011 at 12:02 AM Report Share Posted January 24, 2011 at 12:02 AM Stacy - actually the language seems pretty clear, to me anyway. It doesn't to me.On the one hand it talks about terminating a committee, but then notifying the appointee. I don't understand what's being terminated exactly--one person, or the whole committee.These bylaws are badly written, as witness the voting requirements which are also cumbersome to decode. Fortunately, the society itself has the task of interpreting them, or if they tire of that, improving them.It occurs to me that the word "appointed" may have been a mistranscription of "apointee". No way to tell, without seeing the original text. Link to comment Share on other sites More sharing options...
David A Foulkes Posted January 24, 2011 at 01:30 AM Report Share Posted January 24, 2011 at 01:30 AM It doesn't to me.On the one hand it talks about terminating a committee, but then notifying the appointee. I don't understand what's being terminated exactly--one person, or the whole committee.These bylaws are badly written, as witness the voting requirements which are also cumbersome to decode. Fortunately, the society itself has the task of interpreting them, or if they tire of that, improving them.It occurs to me that the word "appointed" may have been a mistranscription of "apointee". No way to tell, without seeing the original text.Agreed, the language regarding committee and appointee is troubling. Unless the committee is a committee of one. Or maybe it should have been appointees. And the bylaws could use some cleaning up.As for the clarity of the voting requirement, which is what I was referring to in reference to the question asked, were I to be a member interpreting the bylaws, I know what I'd suggest. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 24, 2011 at 01:40 AM Report Share Posted January 24, 2011 at 01:40 AM As for the clarity of the voting requirement, which is what I was referring to in reference to the question asked, were I to be a member interpreting the bylaws, I know what I'd suggest.Amendment? Link to comment Share on other sites More sharing options...
Guest L Posted January 26, 2011 at 12:10 AM Report Share Posted January 26, 2011 at 12:10 AM In a subsection of our By-Laws it states: "Any committee appointed may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee". What exactly does this mean insofar as what is required for a vote to terminate a committee?In all other references to votes cast by the BOD it states "a majority vote of the members of the Board who are present", or by quorum, the quorum being "a majority of the Board".I betcha an "s" was truncated, and that the bylaws state "...notice to the appointees." Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 26, 2011 at 01:13 AM Report Share Posted January 26, 2011 at 01:13 AM I betcha an "s" was truncated, and that the bylaws state "...notice to the appointees."Nope, I'm going with "any committee appointee..." Besides committees aren't terminated, they're "discharged". Link to comment Share on other sites More sharing options...
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