Ask Little Ben
If a Management Committee member at a sporting club, with another year to go in tbe position, nominates for the position of club captain for the coming year, does he have resign his present position on Management for tbe coming year? If not & if unsuccessful in the quest for tbe Captaincy does he retain his position as a member on Management?
Usually in a situation like this the Management Committee Member can be nominated for the Captaincy position . If he wins, then the club fills the vacancy in the committee. If he loses, nothing is lost. This is true if your bylaws do not specifically state that this member must resign his position on the committee before being consider for this office.
Hi Little Ben,
your answers are awesome , you gave us what we need except one last question.
In our bylaws , it covers the regular membership meetings, like the annual, election, and so forth . But no where in the bylaws does it speak of our board meetings on whether they are closed or open to the general membership.
1. If no mention of board meetings is mentioned in our bylaws , do we refer to the Robert's Rule of order ? I assume board meetings are called executive sessions and are only for the board to attend when we have them every month ?
Thank you Little Ben, you have been a tremendous help ,we are grateful :)
My pleasure. Board meetings are to be closed meetings unless your bylaws require them to be open to the members. It's that simple.
From you awesome parliamentarian,
Little Ben, a few questions for you.. our organization is falling apart over this...
here is what our bylaws state in regards to expelling a board member, director, or general member for cause.
(The board of directors shall suspend or expel any member,officer,director, or alternate director upon evidence of material violation of the bylaws,public law,or any regulation or practice of this organization. The member, office , director, or alternate director in question shall be entitled to appear before the board of directors and state his or case ).
Here are my questions
1.So considering we do have this section in our bylaws on what to do in expelling a board member, is the only requirement of the board to do is notifying him or her by mail of the date of the trail/hearing, time, and specific charge lodged against him or her ?
2.Will this constitute a trail/hearing ?
3.Since our bylaws states in disciplinary affairs the person is brought before the board of directors, ,we can in fact hold this hearing/trail without the general membership present ?
4.After the trial/hearing has ended,can the chair (president in this case) direct that the vote will be conducted by ballot,without having to vote to have a ballot vote ? Is it his choice on how we vote ?
5.If so, the president can vote ? But not settle ties since he voted already ?
6.If the above is correct and was followed, the person on trial cannot vote, and has to leave the room for the vote ?
7.Under the above scenario, what does the vote have to be to affirm the charge, a majority or 2/3 affirmation by the board.
Thank you Little Ben, we need your help !!
My gosh. You are right! What a mess having to remove an officer. But fear not Little Ben is here. Here is something to think about. Has anyone gone to the officer and asked him to resign? Or if there is an election pending soon why not wait to just vote someone else in?
What is going to be the fall out of any action you are taking? Is the officer popular with the members? Will they want to participate?
If you are removing him from office and not from membership, too, then you will need a majority vote to remove him unless your bylaws state differently. If you are removing him from membership that will take a two thirds vote.
Answers to your questions:
#4. Yes. Robert's says one member can demand a ballot vote.
#5. Yes he can vote if it is by ballot. He cannot break a tie vote if votes in the ballot. If it is a tie vote on a ballot vote the motion is lost. So if the motion is to remove from office and it is a tie, the motion fails and he remains in office.
#6. The person who is on trial cannot vote and must leave the room.
#7. To remove from office only a majority vote.
Again, is it worth having a trial and disrupting the organization? Take a look at other options. One is to censure the person first. Then if he is does not correct his behavior, proceed with removal. Discipline is always in executive session--that means no one but board members present. And require all board members to zip their lips afterwards. Anyone that breaks the confidentiality and blabs can also be disciplined.
Dear Little Ben,
I serve on a BOD that has seats for up to 13 members. Terms are 3 years in length and expire March 2015. Through attrition and resignation, we are down to 7 members with no replacements in sight or interest from the community in serving. Only 3 current members are interested in staying on. How do we suspend or "freeze" our BOD until possible interest returns at some point in the future?
I think there is something very contagious going around. It think it is called "board-itest." Other organizations are having the same problem. Do you have in your bylaws after the number of years of service "or until their successor is elected?" If you do then these members must continue serving until someone else is elected. If you are incorporated, most corporation laws state that board members continue in office until a replacement is elected and qualified.
The remedy for this disease is enthusiasm and training people to serve on the board. If you have too many duties for board members, you may need to find a way to lessen the load. Since it is the few who usually serve, there is also "board burn out." Time to rejuvenate the troops.
the previous officer of our organization had not amended the officers of 2014, and havent filed the fs and gis to the securities and exchange commissions.and now we will be having election this october for the new batch of offficers for 2015. my question
1. are the officers of 2014 that were not amended are they legal to carry on the position?
2.some say that officers who were not amended are null and void. is this true?
3.are we going to violate law if we still continue to hold an election, even if the officers were not amended?
4.what are the best possible solutions for this?
thank you, and more power!
Hmmm....what a question. Before I put on my thinking and cap and answer it, what "fs" and "gis?" Do these have laws that say unless your officers are reported to them they are not valid? If these are government requirements, I would say that it does not affect your organization's officers. Is it possible to supply "fs" and"gis" with the current names and then do it again when the 2015 officers take their positions?
Hi Little Ben, in regards to my question about whether a board member can actually vote on a motion to expel him from office
let me more clear so I can get precise guidance. Here are the facts
1. He was notified of the meeting and the motion to expel him from office 14 days in advance
2. Our bylaws state that he can be expelled by majority vote of the board of directors.
3. Our bylaws state that he is allowed to be present to state his case in front of the board, which he did, and defended himself.
4.The board believes that he HAS violated the bylaws and or the practices of the organization, so it is with cause.
So that leaves me two last questions,
1. Does this qualify as a suitable (trial ) ? If not, what are the procedures ?
2.If it does qualify as a trial , where he had the opportunity to defend himself, does he still get to vote on the motion to have him expelled ?
Thanks Little Ben,
This is what I recommend. Get a copy of the official Robert's Rules of Order book ASAP. Look carefully at that information and have it ready to back up your decision. This sounds like a mini version of a trial. In that case he cannot vote. Usually the person being tried is not in the room when the vote is taken. I also recommend that the vote be taken by ballot. I hope all this has been done in what is called executive session and kept confidential for the protection of all.
Hi Little Ben,
can a board member vote up or down on his or her own dismissal ?
A motion was called and seconded to remove a member of the board, can the person to whom the motion is concerning vote ??
Don't let this train leave the station until some things are sorted out! Is the board member being removed for cause? Do your bylaws allow for the board to remove the person without an impartial hearing or trial? Do you have something the bylaws about rescinding an election or a provision that states the board with notice can remove a board member? Has he been censured or put on a probation or is this a vigilante action getting rid of someone the rest of the members consider a thorn in their side?
The principle to use here if it is a motion to rescind his election or remove from office he can vote. If it is a trial type procedure he cannot vote but has the right to defend himself. Let us hope that reason prevails.
My churches board of directors have all left the church several years ago. There's only one person left that's in the board of directors. What can we do to add members to our board when the last member refuses to allow anyone else in?
My first reaction was "oh my gosh, I can't believe what I am reading!" I also can't believe that the members of this church has let this go on so long. Surely you are incorporated in the state where you are located. Surely you have bylaws that state that you must elect directors every year. If you are incorporated and most churches are, you must follow your bylaws and elect new directors whether this remaining director likes it or not. There is usually a provision in the state codes for removal of directors. Perhaps the time has come to remove this director from office and elect others that will follow the bylaws and work together for good. In I Corinthians 12, Paul rebukes those church members who do not respect the other members of the body. He says the body cannot all be an eye or an ear. Each member of the body is necessary and needed. Perhaps your pastor needs a preach a sermon on this one.
Our organization motioned to purchase some firearms and was approved, on July 7, 2013. It was also approved to find prices at the same meeting. On May 4, 2014, we came up with affordable prices. Do we have to re-present the original motion or just a motion on the price?
Just present a motion with the different prices and let the members decide.
Recently we our Board of Directors elected two co-chairs with the chair assuming the role as past-chair.
The past-chair will continue to have signing authority on legal and corporate documents and sign cheques. He will also provide assistance and guidance to the incoming co-chairs and CEO of the organizaiton. The Board of Directors is a Governance Board.
My question: how is the past chair listed ie our website and newsletter? I say he remains at the top of the food chain, followed by the co-chairs,the treasurer and then the secretary.
Top of the food chain? Oh, my gosh, what predators do you have out there? He had better be careful.
I do not understand why boards have co-chairs. Nor do I understand a "past-chair." Usually this would be someone who has already served in the position and was on his way out. In this case, the co-chairs should be listed together on the website. Perhaps side by side? That way there is not one higher than the other on this food chain. "Co" means equal. So that is how I would do it.
Our executive board is voted in. Our President appoints the rest of the board positions. How do we handle dismissing a board member (conflict of interest)? Our bylaws does not address this. We thought since the President appointed the position, she could unappoint it (she has the support of the executive board), based on this Robt's Rule: "If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see p. 177). BUT, someone has pointed out that the wording says, "committee members" not board members. Again, since she appointed the board position, we thought she could dismiss them? Please advice. thank you!
The principle is the appointing body or member is the same one that can remove. However, there needs to be "just cause" for the removal--derelict of duty, fraud, etc. I do not understand what a conflict of interest would be. Think carefully before removing someone. If the appointment is only for year, is the problem so great that it could not be settle by new appointment with the beginning of the new term or new year? No one wants to be a member of an organization headed by a Queen of Hearts who is always saying "off with his head!"
If a chairman resigns their position as chair do they still remain on the committe
Yes, most definitely, yes!
What happens if a President resigns and then has a change of heart. There was no meeting held. Can the person continue as president..
As I read this, I am asking my clock self, "Is this a loaded question? Do they want him back, or is the question, "Do we have to allow him to continue as president?" A change of heart can be good if it is for the positive. Now will the other members accept it? That is the million dollar question.
Here is a basic principle concerning resignations. It must be in writing. For a resignation to be considered enforce, the governing body must vote on the resignation. No one should leave his office or its duties until the resignation has been voted on and the affirmative has prevailed. So if this has not happened then he has never left the office of presidency even though he and the others may think he did.
If he put the resignation in writing, he should ask the secretary to give it back--he is in essence withdrawing his request. If he gave it verbally and no one acted upon it, he should inform the secretary that he has reconsidered what he said and to let the others know of his intentions.
However, if this resignation was given because the president was upset with the others, it might be so easy to repair the breach. So the question is are the others happy the person resigned or do they want him back? Only your members can decide this one.
It sounds to me that some issues need to solved your organization.
school board chairman resigns, will the vice chair automaticly become the Chair if this is not covered in the by laws
Yes, this is indeed the case. If you use Roberts Rules of Order as your parliamentary authority see page 458 line 9 of the eleventh edition.
A board of trustees member is resigning from an appointment made by the Board. Can the member vote on his own resignation, or should he abstain?
I have to admit that this one made me stop and think! Usually resignations are handled by general consent. This means the chair asks, "Is there any objection to accepting the resignation?" If no one objects then the chair states, "Hearing no objection, the resignation is accepted." (So in essence in this case he is voting by not objecting.) If someone objects, then a vote is taken. Since the motion to resign is debatable, that means the person can give reasons and even try to persuade others to see his viewpoint. So then that means he can vote in favor of his own resignation. Surely no one would want someone to stay in a position if he does not want to be there.
Hello little Ben,
I need some advice. I was appointed president 2 weeks ago; however the former president and founder of this chapter, now on the board directors. She left me with some issues that I don�t know how to fix. First, she broke the bylaws by electing a new committee that doesn't meet the bylaws requirements.
The current committee brought it to her attention in our recent meeting and things got nasty. She made it clear that no one can make any important decisions or amend the bylaws without her approval. Then she addressed a letter without my consent to all committee members and accused the vice president of breaking the bylaws rules and being ethical and professional and she was going to take legal actions against the vice president, if necessary. As the Board of Director does she has the right to pass over me the President? She refuses to let go. What can I do to without creating more CHAOS to the group?
First, you are dealing with someone that sees this chapter as her baby. Mothers often have trouble cutting the cord and letting go. Second, if this is a chapter of a national or state organization, then I suggest that you approach higher ups on how to handle this. Third, get out the bylaws and read them! Bylaws empower people to do things. You will find there what powers the president has versus the board of directors. The president may not have that much power but to preside at meetings. You also need to see if she must give approval to amend the bylaws. After you read the bylaws, then I suggest that you go out to lunch with this person and point out what she can and can't do. If the bylaws give her the power she says she does, I think I would run the other way. Who wants to be a member of chapter that has a dictator at the helm?
We have had the same board for 15 years, they do what they want when they want, they refuse to follow both the covenants & by-laws and state statutes. I am looking for a positive way to propose change to the other residents in the subdivision to let them know that if they elect the current people NOTHING will change.
Or as they say in the states, "Go for it." The "positive way" is to find members who are willing to serve on the board. Nominate them and encourage others to vote for them.
After an annual meeting, our by-laws say we must elect the officers for the next year. If after this election a president is not elected (tie vote), does the past president stay as the society's president until a new president is voted in?
The members should keep voting until a President is elected. Look at your bylaws to see what they say. If it states that the president serves until a successor is elected then he stays until there is an election. If they do not say that, then he can not stay in that position. Whenever there is a tie vote for an office, the rule is keep voting. Someone will change his mind and vote on the other side, or one of the nominees will withdraw his or her name. So hang in there and follow the right procedure and someone will be elected president.
The president of our church board resigned after constant attacks by the treasure and past president. I am now the president. Can the resigning president now become the past president if the rest of the board so desires.
V. Section 1.
The Board of Trustees (hereafter referred to as "Board") shall consist of four (4) executive officers and three (3)Trustees-at-Large. The immediate Past President shall be an ex-officio, non-voting member of the Board. All members of the Board shall be voting Members of the Church.
V. Section 8. e.
After completion of the President's term, the President shall become Past President and shall chair the Long Range Planning Committee
No where in the bylaws does it say the president that resigned cannot serve. The past past president now is so toxic, I do not want her around with the treasure to cause more problems. These two just did not like the person that was the president. Can we do anything?
This behavior makes my alarm go off! Such bad behavior needs to be dealt with and quickly. If the president who just resigned served more than half of the term, then that person is now the "past -president." Here are Little Ben's sound words of advice: " Amend your bylaws and get rid of the office "past president." There is no need for this office. When one is done in the position of president that person needs to step down and return to being a member or serving in other capacities. If you train people well there is no need for a past president to guide the incoming president. This office prolongs personal power. You are dealing with a person who wants to remain in the limelight and wants to run things. Get rid of the position and you get rid of the problem.
In the mean time someone needs to take the Treasurer and past president aside and remind them of their Sunday School lessons: Do not bear false witness against your neighbor and love your neighbor as your self.
We passed a resolution for public release and afterwards discovered it had some grammatical and 1 factual error. Can these be fixed by the chair or executive committee as the issue is time sensitive?
You have a problem here. What was presented and adopted is the official action--grammatical and factual error. Better get it corrected by another vote.
May a church board introduce a motion to be voted on? The board had previously made to motion available in print.
Of course a board can do this. When it is presented the person making the motion for the board should phrase it this way: "By direction of the board, I move that..." It does not need a second.
Little Ben, our HOA President recently resigned from that role, but remained as a Board member. The Vice President refused to take on the role of President, citing he would quit if "forced to" (of course, nobody was forcing him to!). The Secretary also didn't want the role, so she declined. However, she also had email exchanges with the VP and Treasurer and "decided" that the Treasurer could also be President, the VP retained his role, and the Secretary her role. The previous Board member then became a member at large (according to the Secretary). There is also one other member at large. What is the appropriate order when this scenario occurs. Our by laws indicate the order would be President, VP, Secretary and Treasurer. There has been no discussion with all Board members present as to succession, etc., but it hardly makes sense for the Treasurer to be President as well given the financial oversight of the Treasurer position. There seems to be animosity brewing initiated by the Secretary. What is the appropriate and rational way to resolve this - seems discussion would fail unless supported by RRO?
Good day Bridget,
What an officious mess is this! Of course the bylaws should be followed. However its not possible to make a horse drink the water if he is not inclined. And you can't make someone be president when he doesn't want to. But the filing of this office should have been done by the entire board and not the secretary. One danger that the board needs to look into is the corporation law that applies to this succession of officers. State statutes usually prohibit the president being the treasurer. So check into that!
My association changed the annual meeting date, contrary to the bylaws. Are any decisions made thereafter null and void?
Please cite Robert's Rules of Order
It is not rocket science to see that if the "powers that be" changed the meeting date of the annual meeting in the bylaws without amending the bylaws , then it was not a valid meeting. So to change the meeting date without amending the bylaws is definitely a "no-no" and then a non meeting. Bylaws cannot be changed unless amended. First go to your bylaws to see if they allow the Board to change the date of the meeting "due to extenuating circumstances." Your bylaws may provide for an "opt out." If they do, you may not have a case about changing the date of the meeting. See Robert's Rules of Order Newly Revised, page 111 #1. This states that any motion that conflicts with the bylaws is not in order. So if the bylaws do not allow for a meeting change, then this is your support from Robert's Rules. Now about the business transacted, that may be difficult to determine. I would say I need to know more.
Our BOD made a decision in favor of a motion. The motion passed. The following monthly meeting, those Board members who were on the loosing side of the issue made a motion to rescind that motion. This time they prevailed and the motion failed. According to RRO Simplified and applied Second Edition page137, "Can reconsider on a negative vote". Was this a proper procedure?
They did not reconsider the vote. They used a different motion and the correct one--the motion to rescind. If adopted this motion repeals the motion that was adopted at the previous meeting. The question I have is how did they do it? If they lost the first time, did they change some board members minds? Very interesting. Another point, did they give previous notice that they were going to do this? If not then it takes a two-thirds vote to adopt the motion to rescind. So see if they followed the rules. They may not have won!
I have been President of my HOA for eight years. Our Bylaws do not specify any particular procedure, such as Roberts Rules of Order, for conducting any meeting, either of the Board or of the membership. Nor do Washington State's Chapter 64.38 RCW Homeowners' Associations, nor Washington State's Chapter 24.03 RCW: Washington Nonprofit Corporation Act specify Robert's Rules of Order. We have a very small HOA, with one meeting a year, and one or two of the Board. It certainly seems like overkill to follow these strict parliamentary procedures, as long as we follow the procedures for management in our Bylaws. Where is it mandated that every organization follows Roberts Rules of Orders? Cheerio!
oh, my, my, my. I suppose if you are the only one driving on the road you don't have to follow the rules of the road. But we usually do because we have been trained to do so. If you use an agenda, that gets you from point A to point B in a meeting, that is using Robert's Rules. As an HOA you do have to take minutes and keep minutes by state law. That also is in Robert's Rules and there is a legal procedure accepted by courts of law for writing minutes. That's also in Robert's Rules. Under state law, boards and members have to hold elections and vote on issues. That's also in Robert's Rules. So is that overkill? It is apparent to this Little Clock that you have not really look at a book on Robert's Rules.
The basic idea behind Robert's Rules is that it protects every one's rights and your rights too. It also establishes manners for a meeting based on courtesy and justice. May I suggest that you read the McConnell's book "Webster's New World Robert's Rules of Order Simplified and Applied." The very first chapter explains these ideas so simply and graciously. I am sure that you would never go visit the Queen without reading up on the rules of decorum, would you? Well, then why attend a meeting without following the rules of decorum? It just makes things nicer, pleasanter and meetings go well, too.
Our County Council approved a budget at the beginning of the year. Something has come up that was unexpected, but we feel we should put some money toward this project/issue (it was not a line item). Do we need to go back and amend the budget? Or is the budget a living document that as long as the expenditure was voted and approved we are good.
First and foremost, remember the taxpayers are watching. Yes, the budget is a living document. So it can and must be amended. In the future you might include a line item called "emergencies or miscellaneous" just for something like this that might happen unexpectedly.
Cheerio and have a good day,
At our sportsmans club we just had our reelections and nobody wants to take the vice presidenSpot. We have one board member we have not asked but if he declines what do we do? The resolution could not be found in roberts rules of order.
If you cannot get someone to fill this office then it remains vacant. The members need to understand that this could put the club in a precarious situation if the President resigns. However, if no one wants to serve as VP take a good look at why they don't want to serve. Could there be too many duties with this office? If so, I suggest making changes so that members will want to serve.
The president of our club and the Secretary are mother and daughter.. it is causing problems. We want to change this and I am looking for a quote in the rules that state this is not proper. so we can rid ourselves of this trouble in a proper manner... we are small and growing , we will find a parliamentarian to guide us along.. but we want the mother daughter duo gone... we do not have by laws passed at this time... nor a board.. a motion will be made at the next meeting to form a board. and pass by laws. The president did not want a board, and a motion was made and and seconded to form a committee to file our 501c3 she did not do it, and let her daughter fill out the paper work and file it.. costing us $800 . Another member had an atty. who was going to handle this and keep the cost to $300.. no committee was ever formed...
This is great puzzlement to me. How can an organization file a 501c3 without bylaws? Are you incorporated? With no bylaws or formal organization how can you have a president and secretary? I do not think you can. You cannot form a board. That has to be in your bylaws! I would say that you really do not have a group at all so therefore no president or secretary. It is just an informal group meeting. So make a motion to remove officers that you really do not have. I strongly recommend that you contact a parliamentarian to help you get bylaws and get going in the right direction!
Bylaw: XII. Parlimentary Procedure
All meetings shall be conducted under Robert's Rules of Order. Anything not covered in Robert's Rules of Order will Be decided by the Board of Directors.
Bylaw XIII. Resignation
If any officer or Director chosses to resign during their term, the resignation shall be accepted by the Board of Directors. The vacancy will be filled by Parliamentary Procedure if covered, otherwise will be decided by the Board of Directors.
With that in mind. Here is the question. The Board of Directors has asked for the resignation of our club President. He is refusing to do so. So the Board is calling it a forced resignation, and has proceeded to remove im from office and the board has elected his replacement. The debate is was this handled properly by our board.
All decisions were made with out any written notices either to the President that they wish to remove or to the membership.
Too many questions to ask you, but to save time, I will say this: It sounds like a kangaroo court to me! Here are a few parliamentary principles for you to apply to the situation.
#1. The body that elected the president is the only one that can remove him. So if the assembly elected the officer only they can remove him.
#2. No one can be forced to resign. This was a removal from office.
#3. To remove from office it has to be with cause. If your bylaws state that a person serves for ___year(s) or until his successor is elected. He can be removed by notice and the motion to rescind. If it just says he serves for a year or "and his successor is elected" the members have to have a trial to remove from office.
So now you decide if it was fair!
Are bylaws supposed to be recorded at the county clerk office as the deed restricitons?
Our HOA Board recently sent out a proxy for proposed amendments to its governing document. Three questions arise:
(1) The proxy presents check boxes for "Yea" and "Nay votes and then specifies that the failure to designate one or the other would be voted as a "Yea". There is no authorization for such a provision in the governing document. Is this not a violation of one's right to abstain?
(2) The proxy stated that it must be returned prior to the beginning of the meeting. Is this limitation valid in view of the governing document provision that a written proxy given to the Sec. "before or at the meeting shall be allowed."
(3) Where the state statute requires prior notice of meetings including an agenda, can the mailing of a proxy alone which includes time and place but no agenda be construed as constituting the required notice?
Hmm...It sounds like someone wants to win very badly. The last time I checked the parliamentary authority an abstention is considered an abstention. (just checked again. It hasn't changed.) Of course there is no authorization for making an abstention a "yea" vote. No board member has the authority to make it so.
I think you know the answers to your questions. These rodeo boys don't want to follow the rules. It sounds like they are ready for a great stampede and they are going to lead it. So hold on to your hat and be ready to stand up for what is right. Someone with some basic parliamentary knowledge and common sense needs stop this non sense. However, you may need to get some people on your side. I doubt whether they are going to listen to reason. You may need to hire an attorney.
Best wishes and Cheerio!
Our bylaws state that the president is chief executive officer of the association. Why, I don't know because she is assuming that because of that, she thinks she has final say on any bod votes. The rest of our bylaws says that the bod is responsible for everything that goes on in our association.
What can I say or prove she is wrong?
The only hope for tyrant is to dethrone him or this case her. Unless the members wake up, there is not much you can do.
What can a board do when the board has the majority vote on several things that disagrees with the president? And the president ignores those votes and does what she pleases. Ex.
BOD voted on a certain date for candidates to send their resumes to be on board and she sent email to board resetting that date on her own. While president was on a 2 month vacation, the office mgr. quit. So the office mgr. gave the keys and passwords to the Treasurer. Our usual practice is to change all things when there is a change in personnel. The treasurer left on her vacation for four days. Office closed. Then the president comes back and get a new set of keys(locksmith). Shes somewhat of a computer guru so she spent all day breaking the passwords and making her own. Seems there ought to be something that can be down. She has her own supporters and they are spreading rumors and accusations against the Treasurer. Any suggestions?
Let the members know the truth. Try to remove the President.
Our bylaws say we are to have 5 board members and can be amended to increase or decrease by the membership or board of directors. However, a previous board increased the board members to 7 without officially putting it in the bylaws. Now we have a problem. One director resigned earlier and never replaced leaving 6 members (based on the 7). Our president insists on a meeting on a certain date knowing that 2 members were going to be gone. That leaves 4 directors, one on the phone, the president and another directors. Two directors are thinking of resigning before this meeting. That will leave phone director, president,and one other director. I say there is no quorum to have a meeting to even replace the resigning directors. Someone is telling me that because they resigned a meeting can be held. Another question, since the bylaws were never changed on paper, Does that mean we still should go by the 5 that was voted on? If so, then 3 would make quorum.
You need to find a parliamentarian in your area or an attorney to help you with this problem. Since I do not have a copy of your bylaws, it is difficult to answer this question. If you call Robert McConnell Productions at 800-532-4017, one of our staff can give the name of a parliamentarian in your area.
Our president has been in office 6 months and is trying to do things behind the board's back. Majority of the board (in a meeting directed by the VP) decided to put the VP on the signature card at the bank and remove the president.(President not there because she has been on a two month vacation) After she was informed of this, the president called the bank and told them not to talk to anyone but her. Can this be brought to the membership's attention as one of the reasons she needs to be removed from office?
If this is an HOA, you are incorporated, and under most corporation law there does not have to be cause to remove. However, I would proceed carefully to remove her from her board position. She sounds like a fighter and one who wants absolute power. My gosh even the Queen does not do this kind of stuff! If you just want to remove her from her office as president, usually boards elect their own presidents. If this is the case then the board could remove her from being president. She would remain on the board as a member. That still does not solve the problem--that she is a Queen bee want-a-bee. She needs to go to school to learn what democracy is!
PS. I am surprised that the Band would listen to her since most banks make associations to go through hoops to put names on the checking account.
We have a 7 member board of directors in an HOA. Our secretary member resigned but the board did not replace that member. The resignation was 6 months prior to our annual meeting. It says in our bylaws that we shall appoint another member to replace but the president chose not to do so. Is the president being derelict in that duty?
My gosh. Who is taking the minutes and doing the secretary's duties? It just can't be left undone! So I would say whoever is the lucky person doing that work is the secretary. If it is the president, that is not allowed. Go to a board meeting and just ask, "what's going on here?" Maybe they just need someone to volunteer.
My board voted in a special assessment and annual assessment increase of 25% without sending absentee ballots. They used proxies as well. Is the vote valid? If not, what should I do?
Call the sheriff? Just kidding. Get out your bylaws and read them carefully. Every place you find a violation write it down. Then write the board a letter asking for an explanation. If they have violated the governing documents and they do not correct the vote, then you may have to contact an attorney.
Is it proper for two committee members meeting privately at their own venue, and discussing Committee issues.
Does Roberts Rules cover this issue. If yes please inform me the paragraph number. At he Board Meeting it was offered to have the above issue called a "serial meeting", and want to make it illegal. At the Board Meeting, The member who did this, called it "casting libelous aspersions on him and slander". He said there is nothing wrong meeting privately away from the Board, and he may discuss anything he wants to with whoever he wants to.
I suppose to people who want to work behind the scenes there is nothing wrong with this. Robert's does not address this issue. Of course it is not an official meeting, and of course an organization cannot prevent its members from getting together and then discussing things on an informal basis unless the bylaws prohibit this. When people in the same organization get together on an informal basis, it is likely that they will discuss things. And people even do this "privately" to get their side of the information together to push through their point of view. However, it is not a meeting or a "serial meeting" or an official meeting at all. It is just two people getting together and talking. If these two members want to do something official, then they need to call a meeting of all the committee members, present the idea as a motion, discuss it and take a vote.
Our Club wishes to change a position in the Club from an elected position to an appointed position (by the President with Board approval)via a change in the bylaws. The question is that no one can find in RRO how to terminate that position(due to incompetance or other)before its term is up if it becomes necessary. The position is currently an elected officer position but non voting. The position is a delegate postion to another Corporation.
If you need to remove someone from office because of incompetence, that is a different procedure. But if you want to change the bylaws and it will affect a person in that office, you can still amend the bylaws. Look at Robert's Rules of Order Newly Revised the 11th edition page 597 line 24. If want to keep a person in the current office that you amending that can be done through a proviso. If you want to get rid of the office now, all you have to do is amend the bylaws and that office is no longer in existence. The person serving in that office then is no longer an officer because it has either been struck from the bylaws or it becomes a different position.
Hope this helps.
If you have a special meeting and you have quroum present, but not enough votes in favor of the bylaw amendment (which was the sole item on the agenda of the special meeting), may a majority of the members present in person or by proxy adjourn the meeting to another date to collect more votes?
If I understand you correctly, the members had a special meeting and voted on bylaw. The proposed amendment was defeated. So the answer to your question is no. An adjourned meeting is a continuation of the special meeting. The members decided not to adopt. The rule is that you cannot decide a question twice in the same meeting unless it is substantially a new motion. Continuing the meeting to gather more votes, would be decided the same question at the same meeting. What those who want the bylaw amendment need to do is present it again at another meeting. If they want it adopted they need to beat the bushes to get out the vote at that meeting.
This is a independent non-profit college. At each board meeting there is an agenda item to break into executive session. We have three (3) individuals that are employees of the college that sit on the board. Two (2) faculty members and the President of the college. Recently their was a delicate personnel issue that involved the President. Is it appropriate or even according the rules to ask the faculty members and President to leave the meeting because of the sensitive nature of the discussion?
This is a good question. But is sounds like a good one for your attorney.
Our Bylaws state: Section 3. The President-Elect and Treasure-Elect, at the close of their terms of office, shall automatically become President and Treasurer, respectively, for a term of two years. Our Treasurer-Elect wishes to stay on for another term. This is agreeable with the board, but how do we do this legally?
It is simple--amend your bylaws. But, does the Treasurer want to stay Treasurer for another year?
Can the President set meeting dates without a committee vote?
Can the President give orders to members without a vote being taken for it's approval?
Here's a question for you: Can a President be a tyrant without a committee vote? Sounds to me you have a President who thinks he is the ruler of the universal (well, maybe not the entire universal, but certainly your organization!) A President is supposed to do only what the bylaws state he can do. And a President does what the members allow him to do. So it sounds like your members better stand up for their rights.
Is it correct for The Chair of a committee to change a previously scheduled meeting days after the committee has closed the meeting? The Chair directed the scheduled meeting be rescheduled 5 days later by telephone.
My gosh. This is a tricky question! Since I do not know all the facts, I cannot comment whether it is correct or not. But let me say this. There have been times when I have served in small committees where things do come up and meeting dates need to be changed. I assume the last statement means that the chairman called everyone to reschedule the meeting. I think if everyone could make it at that time there would be no problem. But if it became inconvenient for members of the committee then the date of the meeting that the committee members voted on should stand. Not everyone can make all committee meetings. When the members vote to set it date it should be kept unless an emergency makes it impossible for it not to take place. The principle here is that the vote of the committee is greater than the chairman. But again if the chairman can't make it to that scheduled meeting, I hope there is a vice chairman that can take his place.
When minutes of the previous annual meeting are approved by the BOD is it necessay to have the general membership also approve the past minutes?
The short and brief answer to your question is "no." However, the members can request to have the minutes read. There are times when I can't remember from day to day what I have done, so how can members remember what happened a year ago? That is why minutes of annual meetings are not approved at the next annual meeting. Either a minutes committee or board approves them. But that does not prevent the membership from knowing what happened a year ago. And if someone in the membership actually took notes of the meeting and finds a mistake, that person can make a motion to correct it.
Cheerio and have a great meeting!
What are the duties of a committee co-chairman
O me O my O! I truly wish organizations would get a clue and stop having "co-chairman" because as you ask "what are they to do?" It would be best to have a chairman and vice-chairman. To answer you, I don't know! Your organization will have to come up with something. Or the co-chairmen need to divide up the duties between them.
Can a vote made by written mail in proxy be rescinded at the meeting or at a later date?
Oops! Little Ben can't answer this one. It sounds like you need to talk with our parliamentarian. Please consider writing an e-mail to the company e-mail address at email@example.com. Please give more information so that the parliamentarian can help you. Thanks for writing.
after a motion has been made and seconded what ordered do you
call on members to vote
Usually you do not call on members in an order to vote unless it is a roll call vote. In that case, the secretary starts at the beginning of the membership list and works down the list. However, if you mean which order are members called on to debate a motion then the answer is: the maker of the motion has the first right to speak to the motion. Then the chair would call on each member who obtained the floor. If it is a controversial motion then the chair should alternate between those in favor and those opposed.
So little Ben, my question is, " CAN AN INDIVIDUAL HOLD TWO ELECTED OFFICES SIMULTANEOUS"
My goodness does someone not have enough to do in one office that he wants to serve in two? However, that does not answer your question. So, my answer is it all depends. Do your bylaws prohibit such a thing? If they do not, then it may be possible. Often the Secretary and Treasurer are combined. However, it would be absurd for the President and Secretary to be one person because it is not possible to conduct a meeting and take minutes at the same time. One person could not be both the President and Vice President because who would fill in when the President was absent. And you would not want the President to be also the Treasurer because the President and Treasurer often both sign the checks. So the members need to consider this carefully.
The other point is: Do you have enough people to hold these offices and if not why? Or do members not want to serve? It's time to put your thinking caps on and try to figure out the best thing for your organization.
Dear Little Ben,
Whether Objection to the Consideration of a Question can be applied in ordinary committee?
Sorry, George. It can't be used in a committee. It is to be used only in the assembly. Why would a committee whose entire purpose is to investigate want to stop an investigation of something? I know issues can cause a great reactions among some, and may make others angry, but there are times we have to face these issues head on, bring the scary issue out from its hiding place, and deal with it. If something does cause great turmoil in a committee, then let the cooler heads prevail and someone who is good a mediating conduct the meeting.
Hope this helps,
Can a school board member leave the board table and speak during the citizen comments section? What kind of legal issues might this create for the board?
This indeed is very odd. I truly am puzzled. Did the board prevent the person from speaking to the issues and that is why he stepped down to speak during the citizen comment period? Did he speak as a "citizen" or "board member?" I recommend that you consult with your attorney about this. However, from another point of view, the school board member is a citizen, too. So the question that needs to be answered is: can a person's right as a citizen be taken away because he elected to the school board? I have no answer to this one.
I am the secretary for the church. All minutes are mailed to the board members one week prior to our monthly meetings. Read and reviewed by them prior to the meeting (to save time)As they are brought up for approval, President questioned if there are any corrections---I moved to accept the minutes as printed. I was told I was out of order.Beings I wrote them and printed them some of the board members feel I should not have made the motion. please advise.
I love to hear when people are trying to do things right! It makes me a happy clock. So here is the basic principle that will help you with your board. If you are a member of the board you can make a motion. If you are not a member of the board, then you cannot make a motion. So that is your "litmus test" to use as secretary.
The easiest way to handle approving of the minutes and the accept parliamentary way is for the President (or Chairman) to ask if there are any corrections. Then he just states, "The minutes are approved as read or as corrected." (No motion is really necessary.) Could the President be dropping the ball on this one?
I truly recommend that all organizations get Robert McConnell's book "Robert's Rules of Order Simplified and Applied" and his DVD "How to Conduct a Meeting." This book is so easy to understand. If your church board does that there will not be any questions about what to do. Also, I star in one of their DVD's. It is helpful too. It is call "How to Run a Meeting" with me Little Ben.
Cheerio! and have a great meeting.
What happens to absentee votes if there is a nomination
made from the floor for an officer or director of an
Those votes are applied to how the absentee voters voted. It is so sad though for the nominees that are nominated at the meeting because those absentee voters cannot vote for him. They have already cast their ballot and decided not to attend the meeting. A good candidate could loose because the absentee members did not know that this person was nominated. This is why I am against absentee ballots.
HOW DO YOU RESCIND A MOTION THAT PASSED WHEN YOU DISCOVER IT CONFLICTS WITH THE BYLAWS?
Oh my goodness, I just got this e-mail. I hope that I am not too late to give you an answer! If a motion conflicts with your bylaws, it is null and void. That is a basic principle in parliamentary law. The president needs to let everyone that is conflicts with the bylaws and is null and void. No motion is necessary. If they do not accept this answer, then there is a motion to rescind. If you give previous notice prior to the meeting you make it, then it only takes a majority vote to adopt. If no previous notice is given, then a two-thirds. The best way is for the president just to declare it null and void.
is a single motion of the preciding officer or chairman to adjourn a meeting and was seconded by another member of the body enough or legal even there are still pending motions on the floor and another member objected the motion to adjourn?
Oh, this can be so confusing to people that do not understand. First the presiding officer or chairman cannot make a motion to adjourn when business is still pending. But a member can make the motion. If a member makes the motion, and it it seconded, the presiding officer immediately takes a vote. No one can object to this. All he has to do is vote no! If the members vote to adjourn, the pending motion(s) carry over to the next meeting and come up first under "Unfinished Business and General Orders."
If this motion to adjourn is politics so that the pending motion is killed (for example it has the date to do something before the next meeting), then a member who is in the "know" can rise and state before the vote is taken that the motion will not carry over to the next meeting because of the time element. Hopefully members will vote against the motion to adjourn and the meeting will continue.
What happens when the president & vice president resign at the same time?
Oh my goodness! You are in a terrible pickle! But there is always a way to solve these types of problems. First you must look in your bylaws to see if they provide the way to fill vacancies. If the bylaws are silent on this, then your organization needs to have an election as soon as possible to fill the vacancies.
Do you replace an officer during the meeting at which they resign their office? If so how
The first thing you must do is look at your bylaws. It should tell you how to fill a vacancy. Hopefully your officer has written a letter of resignation. The assembly or the board first votes on the letter of resignation. This creates a vacancy. Then the assembly or board fills the vacancy according to the bylaws.