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Watson

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About Watson

  • Birthday 03/08/1944

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  • Location:
    Saint Germain, Wisconsin
  • Interests
    Musky Fishing; Substitute Teaching; Hunter Safety Education

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  1. The State of Wisconsin, Articles of Incorporation - Nonstock Corporation, includes: "(OPTIONAL) Article 8. The purpose or purposes for which the corporation is organized: " The initial incorporators stated: "The corporation is organized exclusively for conservation, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or any corresponding sections of and future Tax Code. More specifically, the purpose of Boulder Junction Shooting Range, Inc. shall be to promote excellence in science, conservation and ecology by focusing on the following areas: ...life-long learning opportunities...; ...conservation activities and scientific studies...; development and implementation of conservation and ecological educational programs...; ...amateur sports competitions." In the BYLAWS OF BOULDER JUNCTION SHOOTING RANGE, Inc., ARTICLE 1: PURPOSE, SECTION 1, the initial incorporators stated: "The purpose of the Boulder Junction Shooting Range, Inc., hereinafter referred to as 'BJSR,' is to serve the public by providing education in the safe handling and proper use of firearms. Instruction and hands-on training in the shooting sports are part of BJSR,s mission, as is education relating to sound wildlife conservation and wise use of our natural resources. To serve its purpose, the BJSR will: 1. ...manage...; ... 2. ...maintain...; 3. ...provide...; 4. ...offer and maintain...; 5. ...cooperate...; 6. ...provide, free of charge...; 7. ...offer...; 8. ...instruct, at no cost...; 9. ...make its facilities available...." "SECTION 2: The BJSR shall operate without profit and shall be non-political, non-partisan, and non-sectarian." ADDENDA STATUTE 181.0202(4) "Articles Supersede Bylaws. If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls." STATUTE 181.0302(3) "Bylaws. [A corporation may] Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation." STATUTE 181.1001 "A corporation may amend its articles of incorporation at any time to add or change ... or to delete a provision ...." BYLAWS; Article IX; Section 1: "These bylaws may be altered, amended or repealed and new bylaws may be adopted by the membership at any annual, regular or special meeting of the board ...." The corporation does not have a Parliamentary Authority. QUESTION Is there a conflict between the Articles of Incorporation and the Bylaws?
  2. May a member of an assembly move that an election be conducted by ballot if the bylaws do not specifically include this option? What wording should be used to move that elections be conducted one office at a time rather than conducting election for all offices with a single vote? If the number of nominees is less than the number of identical open positions, may the chair declare election by acclamation before proceeding to fill the remaining positions? If all other members have been given one or more opportunities to make a nomination, can a member nominate two or more individuals at the same time? (RONR 12th is the Parliamentary Authority)
  3. The XYZ School District Policy Committee is looking at recommending modification of public participation at meetings with the goals of limiting interruptions and focusing remarks only on the published agenda. Following are comments by Committee members: "something has to change" "move public comments to the end of the meeting" "I don't want repeat after repeat of the same thing" "limit comments only to people who live in the school district" "if people take the time to come, they should be given a chance to address the board" "it gets old when person after person reads the same thing from a piece of paper" What guidance does RONR 12th give the Committee regarding this problem?
  4. May a secretary record in the minutes that a vote was "Unanimous," or "Motion carried Unanimously"? If such is permissible, what form of voting procedure(s) must be followed?
  5. Wendy Thiede Feb 11, 2021, 4:44 PM (22 hours ago) https://mail.google.com/mail/u/0/images/cleardot.gif https://mail.google.com/mail/u/0/images/cleardot.gif Thank you, Robert. Very interesting posts. The Friends of the Mercer Library is a separate entity from the Mercer Library and is a non-profit organization whose purpose is to support and raise funds for the library. It is not an official government board or committee, but we operate under Roberts Rules. Wendy
  6. Richard: Thank you very much for your excellent explanation. Wendy now asks me for the appropriate wording of a bylaw that would deal with 'emergency' situations, especially where a financial payment is involved. Of course, one should err on the side of caution. Could you (or others) possibly relate actions taken by other organizations in similar situations? My personal first thought was consultation with an attorney -- hopefully long before such a situation arises.
  7. [Received by Robert Workinger on 08 February 2021 from the Mercer Librarian & the President of Friends... .] "Another question about the Friends of the Mercer Library bylaws has come up. The officers of the Friends have the authority to make emergency decisions between regular meetings. Occasionally we need to authorize payment of something that can't wait until a meeting. But, then Article V, Section 5, quoted below, seems to say that the action must be approved or disapproved at the next regular meeting. But how can they disapprove of an action that has already been taken? Also, FYI, the officers are the only officially listed members other than the very large list of donors. Anyone can attend meetings, so really the officers are the only ones who must attend regularly and I assume the only ones truly responsible for taking care of business." "Can we strike out that part that says members must approve/disapprove an action already taken?" "Article V, Section 5 Section 5. The elected officers shall be known as the Board of Directors and shall have the authority to transact any emergency business between scheduled meetings and to make recommendations concerning all policies. Any actions so taken shall be reported at the next regular meeting of the membership and shall be acted upon (approved or disapproved) by a majority of the members present."
  8. Has anyone recommended or published example(s) of appropriate wording for a special rule of order that could be used to amend bylaws to permit 'electronic meetings'? Thanks for sharing, RTW aka Watson
  9. I apologize for my lack of due diligence. This morning I opened to "Part III, page 37" in Slaughter, Jim, Gaut Ragsdale, and Jon Ericson. Notes and Comments on Robert's Rules. Carbondale; Southern Illinois University Press (4th ed.), 2012. And I quote: "If a person is a member of the organization, there is no distinction between ex officio and regular membership. An ex officio committee member who is not a member of the organization has all of the privileges but none of the obligations of membership and is not counted in determining a quorum (RONR 483-84, 497)."
  10. In several instances the standing committees of a municipal Common Council are composed of both elected Aldermen and members of the general public. In one committee, the Municipal Code (RONR parliamentary authority) states that the public member will have non-voting status because such membership is ex officio. This member is counted in determining a quorum and has all other rights and responsibilities of a committee member. Is this both a double standard and denial of a fundamental right?
  11. Exactly who 'appoints' a Director to an Executive Position? The Board? The general membership? Since the position of Treasurer is vacant, what do the Bylaws say, if anything, about filling vacancies? Is there enough time before the Annual General Meeting for the Board to convene a Special Meeting?
  12. When should the results, or process, of an election be challenged, and how do you do it?
  13. Guest Greg has posed two questions. Mr. Huynh's response of "No" would be contradictory if applied to both questions. Perhaps he would be kind enough to clarify his meaning(s).
  14. At the annual stockholders' meeting, a nominating committee presents a list of nominees -- one person for each position on the board of directors. Nominations are also taken from the floor. Each shareholder controls a number of votes equal to the number of shares held. Shareholders not present in person may vote their shares in advance of the meeting by written proxy (of course, they will not be aware of any nominations from the floor). If there are no nominations from the floor, are the original nominees elected by acclamation? Should the nominees be voted on one at a time in the order nominated? Does it make a difference if the original nominees are referred to as a "slate?"
  15. has not set their status

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