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  2. Minutes of Special Board Meeting

    Board members have the right to review minutes of board meetings.
  3. Our non profit organization just had a special board meeting that the members were not allowed to go to on a special subject. The secretary recorded the session and has created minutes but is wondering about emailing them to the board member, is that something that is done or are these just sealed and not reviewed?
  4. Revisiting a vote

    According to RONR (11th ed.), p. 250, ll. 30-31, p. 251, ll.1-2: "Points of order regarding the conduct of a vote must be raised immediately following the announcement of the voting result (see pp. 408-409)." It would therefore seem that a re-vote cannot be entertained. However, could this procedural mistake be considered a "continuing breach"? I'm not sure, but I'm dubious about it.
  5. Today
  6. Officers holding multiple offices

    ShellyS, your answer is so far off base that I hardly know where to begin. For openers, I think you misunderstand what the original poster said. Second, your answer is not based on RONR, as our answers should be. Third, there is no inherent conflict in the same person being the "bookkeeper" and the person who writes the checks. Those two functions are traditional functions of the treasurer in most organizations. See the sample bylaws in RONR and also the customary duties of the treasurer as stated on page 461. As to what constitutes a conflict of interest per RONR (which is what our answers are supposed to be based on), the situation as described by the original poster does not create a conflict or "conflict of interest" as defined by RONR on page 407. Without trying to give legal advice, I think I can safely say that I doubt that there is a state statute anywhere in the USA which prohibits an organization's treasurer from serving as both the "bookkeeper" and the person who writes the checks. Those are the traditional duties of the treasurer.
  7. Roberts Rules versus Org Bylaws

    Shelly, what on earth are you talking about? Where do you get the idea they are having RONR seminars? Where do you get the idea they have actually adopted RONR? Where do you get the idea that the IRS code somehow controls this? What makes you think this is a government organization or that "selective enforcement" is illegal? What state statutes are you referring to that dictate how an organization must interpret and enforce its bylaws and other rules? I'm afraid your answer is pretty much BS and not based on any information provided to us by the original poster. Joshua Katz and Dr. Stackpole (jstackpo) correctly answered the original poster's questions based on the information provided and on the rules in RONR.
  8. Enough to remove from office?

    Well, I typically prefer not to have a large assembly deciding what a contract should say (or more than one negotiator) so what you wrote didn't seem unusual to me. If it isn't what was passed, the minutes should be amended. If that amendment means that the president took action in reliance on what they previously said, and it now turns out that action wasn't authorized, you have a problem, but it's primarily legal, as Guest Zev said above.
  9. Amending Minutes

    That is not right. Each assembly (board and general membership) should be approving their own minutes. I have no idea how you got this practice, but given that it has no support, it should stop. A point of order should be raised at both meetings. (There are times it would be appropriate for the board to approve the minutes of membership meetings, but this isn't one of them, and even then, it would require authorization.) Well, the board isn't present, as a board, at a membership meeting, but in most organizations, the individual members of the board also tend to be members of the organization, and thus each still has a vote at a membership meeting. But that is beside the point.
  10. Amending Minutes

    Generally, they should be.

    Yes, the one linked to earlier, provided again here. The In Brief book may be helpful to have in addition. Note that the Webster's book contains numerous errors. I think throwing it away is good advice.
  12. Revisiting a vote

    What was being voted on?
  13. Actually. ShellyS, ... odd or even numbers of members makes no (important) difference -- if one member abstains in a vote (or is absent) you are right back to an even number of votes (or voters) anyway. Besides, except in an election, a tie is no problem: a tie vote simply defeats the motion in question since there is not a majority of votes in favor of the motion.
  14. Amending Minutes

    I hope you're just kidding. And I still hope you're just kidding.

    Throw the first one away, keep in mind that the second is a copy of an edition which is 100 years old (there have been quite a few changes in the rules since then), and use the third one when you need to, but understand that there is no substitute for the real thing.
  16. What the wording of this motion should be can be decided by a vote of the membership via a motion to Amend Something Previously Adopted. The question of whether what action the president took is legitimate or not will in all likelihood require a lawyer to answer.
  17. Amending Minutes

    Unfortunately they are not read to the next meeting of the same assembly. I understand how your not seeing the difference. We have Board meetings quarterly and member meetings quarterly. The timing is such that the Board meetings are the month before the member meetings. The minutes read at member meetings are that of the board meeting the month prior. And the minutes read at Board meetings are the minutes from the member meeting two months prior. Hence why I was afraid the VP wouldn’t be considered part of the assembly at a member meeting and this was not part of the body able to make motions to amend and correct minutes. If the members, not including the board, were what defined assembly at a member meeting then they weren’t present for the Board meeting which is the meeting for which minutes are being read and would then have no knowledge to be able to amend or correct the minutes with. I hope that makes sense. Is that not right? We don’t have a bylaw stating which set of minutes is to be read at which. We don’t have a bylaw stating they will even be read. Our bylaws simply state meeting procedure is to follow RONR. That’s it. And I haven’t seen anything yet in RONR that specifies which is to be read at which. Just that they are read and then open for amending then voted on.

    Kindle version of Webster’s Newly Revised Roberts Rules of Order 3rd edition. and the Apple iBook of the originally published Robert’s Rules of Order by Henry M. Robert. and Robert’s Rules for Dummies in case I need a simplified explanation not in the other two books. Is there a better version I should have?
  19. Enough to remove from office?

    I did word that poorly saying the motion disallowed the members to vote. My apologies. I’ve been over so much stuff trying to understand this. I meant it disallowed them to vote on the final contract. They were expecting to be presented with a final contract, negotiated by the board, for a vote by them before the contract was signed. Even the person who seconded the motion was expecting that. And she’s a very attentive member. Neither her, nor I, nor the secretary remembered the vote actually being what’s in the minutes. The secretary of all people should know the motion. I understand that without her specifically stating the minutes have been altered after she wrote them limits what I can do. I have to go by the minutes. I appreciate you help. This has been a very confusing situation. And I thank you for your time in trying to understand what I’ve written. I’ve been through so many documents, it’s all garbled even in my own head. I’ve just been baffled how a decision of this magnitude gets made by 1 person. The operations in these buildings is one of our main revenue generators. And they can now be sold and even rented against our will because of this contract. That could lead to the entire organizations downfall. No one was expecting a signed contract yet. And unfortunately politics and alliances are being brought into the mix where there’s no need. These procedures are designed to keep politics out of the equation.
  20. Revisiting a vote

    A vote was incorrectly tallied during an election process earlier this month. A simple majority was needed to pass the vote. However, the committee operated on a 2/3 to win policy. Several runoffs were held in order to pass the vote 2/3 favor. The committee became weary and members began abstaining to hurry the process. Now the committee is calling a revote. The chairperson is saying that because a motion to revote was not made directly following the initial vote, then the topic is off the floor. What is the process for calling a revote?

    What is the e-book? Make sure you have the right book.
  22. Roberts Rules versus Org Bylaws

    If they are holding RONR seminars for new board memebers, then I would say at the least it has been made a rule. Especially if there are consequences for not going to the seminar. Since the Bylaws don’t state RONR and they are actually being used to the extent of seminars, there’s got to be a rule somewhere, even a vote in the minutes, adopting them. And once that is stated somewhere, they are all adopted unless otherwise stated. Selective enforcement is illegal in the government... I don’t see how it could be allowed in organizations that exist all under at the very least an IRS code designating type of organization which then also specifies a state and that state will likely have statutes preventing selective enforcement of rules recognized by the organization. Sometimes the answer is in the state statutes not RONR. State statutes trump a bylaw when they are in conflict.

    I have the e-book so I can’t quote page, but chapter 6 Motions, section of “Motions that bring a question before the assembly”... If members are unhappy with action take at a previous meeting they can Rescind the Action or Amend Something Previously Adopted...If no previous notice has been given, Rescind or Amend Something Previously Adopted requires a two-thirds vote or majority vote of the entire membership. It doesnt state a time limit, but I wouldn’t wait longer than absolutely necessary.
  24. Amending Minutes

    I'm afraid I don't see the difference. Presumably, the minutes are read and approved at the next meeting of the same assembly whose meeting they are minutes of.
  25. Enough to remove from office?

    We're not going to (attempt to) interpret your state statutes. If there is an applicable procedural statute, then yes, RONR says that no motion in conflict with that applicable procedural statute is in order, although that's not the same thing as not valid - a point of order would need to be raised at a meeting, the rule is not self-enforcing. In any case, though, I simply fail to see how a motion to "accept the offer to take ownership . . ." can be fairly characterized as one to "essentially 'disallow' the members the vote on the sale." It looks to me exactly like the members voting on the sale, and like they voted to approve the sale, then left the details to the board and president. As to how a motion that delegates the task of negotiating a contract to both a body and an individual is supposed to be carried out, well, I don't know, I wouldn't make a motion to do that. It is up to your organization to figure out what it meant by that motion, and whether the president was required to seek board approval or not.
  26. Enough to remove from office?

    See FAQ #20.
  27. Amending Minutes

    Thank you. I was afraid for a second it would be the assembly being read to.
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