Daniel H. Honemann

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    Timonium, Maryland

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  1. Unless your organization has some rule to the contrary, a motion to reopen nominations will be in order, and may be adopted by a majority vote.
  2. As you may recall from a previous thread, I think it is not in order, under the rules in RONR, to move to ratify action taken at a meeting that is not a regular or properly called meeting of the assembly*, and so I would reject Options 4 and 5. --------------------------------- * It may, however, be in order to move to ratify action taken by officers based upon such action. (RONR, 11th ed., p. 124, ll. 34-35)
  3. I don't know whether or not it will help any, but can you tell us what your bylaws (or other governing documents) say constitutes a quorum at such a conference? In other words, how is the presence of a quorum determined?
  4. First of all, what exactly do you mean when you refer to "representatives of a membership organization"? Are these "representatives" in any way similar to delegates to a convention?
  5. In this case, the manner in which bylaws are to be created and adopted is probably governed by state law. Ordinarily, the directors named in the Articles of Incorporation adopt bylaws at an organizational meeting. You need to consult a lawyer.
  6. Yes, but he may do so only under certain, limited circumstances.
  7. I find the response to the question asked in Q&A 248 on page 499 very interesting. It involves a different set of facts in that it refers to a motion, made when the minutes are pending for adoption, to deliberately strike from the minutes a resolution or order which was, in fact, adopted. In his response, General Robert says that such a motion is in order, but that it will take a two-thirds vote for its adoption since the rules require that the action which had been taken be included in the minutes. In other words, I gather he is saying that the rule which requires that the action which was taken be included in the minutes is a rule which can be suspended. I'm not at all sure that I agree that the "rule" that minutes must truly reflect actions taken with respect to main motions is a rule which can be suspended, but I certainly do agree that if a main motion is, in fact, adopted, failure to include that fact in the minutes, whether such failure is deliberate or accidental, does not mean that it didn't happen.
  8. I said no such thing.
  9. I agree with James, at least to a certain extent. When a motion is adopted, then, as Dr. Stackpole says, its adoption is what matters and it goes into effect immediately. However, when the minutes of a meeting are approved, those minutes become the official record of what actually happened at that meeting, and if they do not reflect the adoption of a particular main motion, the assembly has agreed that no such motion was adopted at that meeting. If the assembly has made a mistake in this regard, it can, at any time, recognize its mistake and correct its previously approved but erroneous record of what happened at the meeting, but if it fails to do so the presumption must be that the minutes as approved are correct.
  10. I'm not sure that I know what is meant by this. When you say that you were "able to obtain articles of Incorporation", do you mean that you were able to have your Articles of Incorporation reinstated, that you filed amended Articles of Incorporation, that you created a brand new corporation with new Articles of Incorporation , or what?
  11. Even if required notice of the Board's proposal has been given and it is too late to give another, no rule requires that the Board actually recommend adoption of the proposal in the noticed form. The Board may recommend adoption of any motion, so long as what it recommends be adopted falls within the scope of the notice given. If it doesn't, the board should report no recommendation. If notice is required only for the purpose of reducing the voting threshold for adoption, the Board may recommend anything it wishes. Again, all of this assumes that the Board has an opportunity to amend its report prior to the membership meeting.
  12. I'm not sure I know what you mean when you say that the Board "could consider adopting a motion recommending the amendment to the membership". If it has an opportunity to do so, then the Board should itself amend its own proposal before reporting it to the membership for adoption. Under no circumstances should the Board agree to report to the membership that it recommends the adoption of something which it does not think should be adopted. If the Board has no opportunity to amend its report prior to the membership meeting, then the reporting member of the Board must report to the membership exactly what it was that the Board agreed to report.
  13. Nice try, J.J., but no cigar.
  14. Parkourninja need only take a look at page 341.
  15. This corporation should prescribe in its bylaws the procedure best suited to its purposes and needs. But, in response to your questions: 1. Yes, unless applicable law or the bylaws require that a vote be taken, or the assembly orders that a vote be taken. I suppose signed ballots would be the most likely choice if a vote is to be taken. 2. Yes, if a voice vote is taken. 3. By whom? Makes no difference as far as I'm concerned.