CathleenH (Wisconsin)
Posts: 22
Posts: 22
Posted:
I am the new Secretary on a very dysfunctional board. My goal is to be the Bylaw Enforcer as a lot of rules are being broken by the President and Vice President. Our Bylaws state the Board of Directors is made up of 5 people. We currently have 5 plus 1 who's been on Leave since the start of the new term. I am unaware of the LOA term granted as it was granted before I started.
At the last meeting, two things happened that I was uncomfortable with. First, the President asked me to draft a letter to the person on LOA that since she's missed 3 meetings (this is in our Bylaws), she's off the board. Our President also brought in a new Board Member. "Welcome xxxx to the Board." Being new, I didn't think it was right but didn't speak up. Until I get clarification, I'm not writing the resignation letter.
My questions are:
1. Our Bylaws don't speak of LOA. How have other boards handle it? Shouldn't we be giving the member notice to rescind the leave before enforcing the Bylaws regarding absenses? I look at it as firing someone who's on FMLA for missing too many staff meetings.
2. Is that person on LOA still considered active or do we still have too many on the board?
3. This new Board Member can't be on the board because we are full (or over) at 5 members, right?
Even if we had a vacancy, she needs to be nominated and voted in by the Board?
4. As we get closer to our annual meeting in Fall, I've been told I can't remind people about the annual meeting. Isn't what a secretary does? They say it can be seen as a conflict of interest. I don't find anything in the Bylaws but isn't communicating and campaigning called Democracy?
I'm trying to tread carefully so I don't make enemies but this is my home and an investment. I'm tired of a President who treats the board like a coffee club. As far as I'm aware I didn't wake up in England with a Queen and a Monarchy. I apologize for all the questions but will appreciate any responses.
At the last meeting, two things happened that I was uncomfortable with. First, the President asked me to draft a letter to the person on LOA that since she's missed 3 meetings (this is in our Bylaws), she's off the board. Our President also brought in a new Board Member. "Welcome xxxx to the Board." Being new, I didn't think it was right but didn't speak up. Until I get clarification, I'm not writing the resignation letter.
My questions are:
1. Our Bylaws don't speak of LOA. How have other boards handle it? Shouldn't we be giving the member notice to rescind the leave before enforcing the Bylaws regarding absenses? I look at it as firing someone who's on FMLA for missing too many staff meetings.
2. Is that person on LOA still considered active or do we still have too many on the board?
3. This new Board Member can't be on the board because we are full (or over) at 5 members, right?
Even if we had a vacancy, she needs to be nominated and voted in by the Board?
4. As we get closer to our annual meeting in Fall, I've been told I can't remind people about the annual meeting. Isn't what a secretary does? They say it can be seen as a conflict of interest. I don't find anything in the Bylaws but isn't communicating and campaigning called Democracy?
I'm trying to tread carefully so I don't make enemies but this is my home and an investment. I'm tired of a President who treats the board like a coffee club. As far as I'm aware I didn't wake up in England with a Queen and a Monarchy. I apologize for all the questions but will appreciate any responses.