Legal Definitions

[Mrs. Gooch]

 It is more a question of how voting is handled in the future. I would like to follow the bylaws as written. Other people just like to make up tie breakers as if they are part of the bylaws but they are not.

[steve dave]

did you try filibustering?

[Rage Against the McKee]

You should force them to have a majority vote to change the bylaws if they want to apply a tiebreaker.

[Spracne]

Sounds like you need to amend the bylaws. Does the charter say anything about that process?

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[Mrs. Gooch]

You should force them to have a majority vote to change the bylaws if they want to apply a tiebreaker.

Yes I agree. But I think they should just follow the bylaws as written.

For a tied election, I guess the rule is that you keep voting until it is no longer a tie..... maybe at the next meeting when there are more members present.

[Fake Sugar Dick (WARNING, NOT THE REAL SUGAR DICK!)]

You need to hire a lawyer because you have crap documents that are all titled incorrectly, and a bunch of people who need to be told they are wrong.

[Mrs. Gooch]

But is anyone going to tell me the definition of "time to time". Like why do you even need to put it in there?

...meetings....may be held without notice at such time and place as shall from time to time be determined by the Board...

Does it not mean the same if you remove the bold text?

[ChiComCat]

But is anyone going to tell me the definition of "time to time". Like why do you even need to put it in there?

...meetings....may be held without notice at such time and place as shall from time to time be determined by the Board...

Does it not mean the same if you remove the bold text?

I think it is trying to imply that surprise meetings in surprise locations can happen occasionally but shouldn't be the norm.  That said, implications don't really mean crap and you are right.

[Mrs. Gooch]

But is anyone going to tell me the definition of "time to time". Like why do you even need to put it in there?

...meetings....may be held without notice at such time and place as shall from time to time be determined by the Board...

Does it not mean the same if you remove the bold text?

I think it is trying to imply that surprise meetings in surprise locations can happen occasionally but shouldn't be the norm.  That said, implications don't really mean crap and you are right.

There are many instances of this wording.

The Board of Directors may from time to time appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

[ChiComCat]

I take those as a bunch of catchall guidelines that let the board do whatever they want but are discouraging it from being a regular way of operating.

[Mikeyis4dcats]

I know in the context of our contracts "from time to time" means we can perform the stated duty or task at our discretion, and are not bound to do so only once at contract execution nor by any set interval.

[catastrophe]

Rage's analysis ITT has been spot on.

Also agree with Mikey's take on "time to time." The phrase itself is meaningless, although in the absence of any other requirements it essentially just means it is up to the board.

[catastrophe]

You should force them to have a majority vote to change the bylaws if they want to apply a tiebreaker.

Yes I agree. But I think they should just follow the bylaws as written.

For a tied election, I guess the rule is that you keep voting until it is no longer a tie..... maybe at the next meeting when there are more members present.

The point is that the bylaws provide for a specific way of making something happen (majority vote).  If that condition isn't met, then nothing happens.

[Mrs. Gooch]

You should force them to have a majority vote to change the bylaws if they want to apply a tiebreaker.

Yes I agree. But I think they should just follow the bylaws as written.

For a tied election, I guess the rule is that you keep voting until it is no longer a tie..... maybe at the next meeting when there are more members present.

The point is that the bylaws provide for a specific way of making something happen (majority vote).  If that condition isn't met, then nothing happens.

Yes, but in the case of an election, you are not voting for or against something (i.e. need a majority to approve the motion). In an election you are voting between two (or more) choices and you are going to be stuck without an officer until it is resolved.

[catastrophe]

Assuming the same rule applies to elections (I don't actually know; would probably have to read the entire bylaws) then yes, the seat would remain vacant.  I think that is a pretty common occurrence.  Although I would note that there are plenty of statutory laws that govern corporations, including the election of officers, which could override the bylaws anyway.

What is the state of incorporation?  Just google "[state] corporation code".

[KST8FAN]

You should force them to have a majority vote to change the bylaws if they want to apply a tiebreaker.

Yes I agree. But I think they should just follow the bylaws as written.

For a tied election, I guess the rule is that you keep voting until it is no longer a tie..... maybe at the next meeting when there are more members present.

So the tie vote occurred where people who could have voted didn't?  Now the 50% who want it to pass are arguing majority includes ties?

Tom

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[Spracne]

In Kansas, I believe the rule is that a tie goes to the runner. Who's the runner?

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[Mrs. Gooch]

For this election scenario, it is just a hypothetical. All the people present at the meeting would have voted and resulted in a tie. So there could be more eligible members who were not at the meeting (and had not voted by proxy).

[Mrs. Gooch]

In Kansas, I believe the rule is that a tie goes to the runner. Who's the runner?

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Both parties are running for the position.....

[Spracne]

In that case, you have to stick with the call on the field, according to section 152.006 of the Kansas Business Code.

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[Fake Sugar Dick (WARNING, NOT THE REAL SUGAR DICK!)]

But is anyone going to tell me the definition of "time to time". Like why do you even need to put it in there?

...meetings....may be held without notice at such time and place as shall from time to time be determined by the Board...

Does it not mean the same if you remove the bold text?

It means occasionally. Typically annual meetings are required, and special meeting can be called from time time, provided notice procedures and the necessary quorum are present. 

Again, hire an attorney to prepare non crap docs.

[Fake Sugar Dick (WARNING, NOT THE REAL SUGAR DICK!)]

What kind of organization is this???

How is it formed and where?