Greg Goodwiller

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About Greg Goodwiller

  • Birthday 10/29/1960

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    Oxford, MS

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  1. First of all, I am assuming that when you say "members" in your second and third paragraphs, you mean members of the board of directors, and not simply members of the organization - since only members of the board appear to be authorized by your bylaws to request a special or called meeting. The RONR provision on those meetings is covered on pages 91-92 of RONR 11th Ed. The only "time frame" mentioned there is the required time for notice of the meeting to the members. It is simply a requirement of the president to follow the organization's rules and call the meeting. If the president does not do so, then the other board members should remind the president of the requirement, and hope that he or she moves forward with the meeting. Ultimately, RONR also includes a process for the removal from office of elected officers who are unwilling to fulfill their responsibilities.
  2. mr

    Yes, that's what a "secondary amendment" does - it proposes an amendment to a pending primary amendment.
  3. Thanks. Glad to know I'm not out in left field on that one!
  4. I actually don't think FAQ #16 fully answers the question being asked, nor do I find a plain answer in RONR itself. While RONR is clear that when previously adopted minutes are corrected at a later meeting, the content of what is corrected is to be included in the minutes of the meeting at which the correction is made (in the form of a motion to amend something previously adopted), it doesn't seem to me to say how (or if) that amendment should be written back in the minutes to which the correction was made. If there is no change made to the previously adopted minutes, then I fail to see how the body effectively amended them, since if I go back and read them years later, there would be no way for me to know that what I was reading was corrected at some future time (unless of course I read all of the organization's minutes). At the very least, I think a footnote should be added to the corrected minutes either where the word "Approved" is written, or at the point in the minutes where the correction was later adopted. But I concede that RONR doesn't state that anywhere that I can find.
  5. While concurring with my colleagues, I would also ask if perhaps you are referring to a "unanimous consent" vote, which is often a quick and simple way to move efficiently through business that is not controversial? In that case, you don't ask for either ayes or noes. The chair simply says, "the question is on ___________________. Is there any objection?" The chair pauses briefly and looks across the room to be sure no one is seeking to be recognized or indicating any objection, then says, "there being no objection, it is so ordered." If there is any objection, then the chair shifts to a voice vote, asking for by the ayes and the noes before making a declaration. And when this method is used, the minutes should read, "the motion to ______________ was adopted by unanimous consent."
  6. Additionally, depending on the type of organization, there may be applicable state law. Many states have adopted a non-profit corporation act, and one of the provisions of this act may be a meeting quorum in cases where the organization's bylaws do not stipulate one. State law "trumps" Robert's Rules. You might need to check with an attorney.
  7. Can you give the entire quote, just to be sure? If it is as you say, and nothing else, then no. But there are several variations that would change it, such as: "a majority vote of the shareholders," a majority of shareholders voting," "the shareholders present share constitute the shareholders for the purpose of admitting new shareholders," or whatever.
  8. notice of motion to rescind
    Dr.

    Agreed on all counts.
  9. notice of motion to rescind
    Dr.

    First of all, your bylaws, or for that matter your state's code, may define "minimum meeting notice." If not, then what Roberts says is that meeting notices must be "reasonable." That is a judgment call, and as the presiding officer, you are the initial "judge," and make a ruling. If the body disagrees, it can appeal from your ruling and overturn it. The rule on notice time exists for the benefit of members who may choose not to attend. Is 48 hours enough time for them to adjust their plans if the matter is important to them? Quite possibly not. A usual kind of rule is generally more like ten days or two weeks. Also, it clearly was not in the call to the meeting, which is distributed by the leadership. Sending it to the leadership, or even the entire membership, doesn't make it part of the call. And another matter may be whether or not the motion is in order at all. You say its adoption would alter the meeting. But is it germane to the business under consideration? If not, it may not be in order at this special meeting since it wasn't included in the call to meeting. Again, that is your ruling to make.
  10. As stated above, RONR doesn't use the term "execute," but assuming a resignation's "execution" is the same thing as its "effectiveness," people resign with future "effective" dates all the time (as in, "I am resigning as CEO of this company effective June 1st"). And RONR states "the duties of a position must not be abandoned until a resignation has been accepted and becomes effective" (RONR pg. 291, ll. 10-11, emphasis added). I see no limitation in that statement that requires the the "acceptance" and the "effectiveness" to be simultaneous. So if the board accepts the effective date, then that is when the resignation becomes effective.
  11. Mrs

    I believe the motion to go into executive session could also include a list of those invited to remain; that is, this sounds as though an assembly can only consider that question once they're in executive session.
  12. by-laws

    I concur with my colleagues. To directly answer your question, yes. Your bylaws can simply refer to the "constituent groups" as a class, without naming the group's members. It just needs to clearly state who determines the membership of that group, whether it is the bull governance Board, or some body to which the authority is delegated.
  13. This would be very difficult to compose generically, since every organization is different. We have such a checklist for the semiannual meetings of the organization I serve as my primary employment. It includes things like the gavel and moderator's cross (it's a Presbyterian Church entity), name badges for members, blank ballots for any ordered ballot vote that might occur, check in lists for credentialing, and on and on. But I think you just have to develop such a list based on an organization and its needs/traditions.
  14. Nothing in Robert's Rules precludes a resignation via email, or requires a resignation to be offered in a "written letter" and/or presented in person.