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As I've shared in past posts, our HOA does things a bit differently from what is in RONR - and we're working on changes. In the meantime, we have a question on minutes of an executive session (ES). RONR 48:13 says minutes of an ES must be read and approved in ES. This is where our HOA has been doing things differently. We have an Agenda for each monthly board meeting. If there is business to be conducted in ES, ES is listed on the Agenda as an Agenda item. The board moves into a small room to conduct the ES and when finished moves back out to the main room and votes on items that require a vote from the ES. The motion does not contain any confidential information. The HOA's policy for ES minutes approval: >the minutes, without any confidential information shared, are included on the next regular board meeting agenda along with the minutes of the past month's minutes > those minutes are (hopefully) approved. If minutes are to be approved in ES only, at the next regular board meeting, we would be required to hold an ES simply to approve those minutes if there was no other ES business, and that would repeat month-after-month as there would be an ES and minutes would have to be taken and approved. The other option is to approve those minutes at the next ES which could be months' off. Our Bylaws do not speak to this.

No annual membership meetings were held face-to-face during 2020 and 2021 due to COVID. Members voted on board of directors via mail. Therefore, the annual membership meeting minutes from 2019 have not been approved. Can the board approve these membership meeting minutes, or should the 2019 minutes be approved at this year's 2022 annual membership meeting?

The following administrative powers were (strangely) included in our 501c3's new/first Bylaws earlier this year. We are a public middle school PTO. Only the 5th/last of these seems reasonable to me. Policies -- Seek input and approval of school administration on all matters. Funding -- Fundraising efforts beyond dues must be approved by administration. Elections of Executive Committee -- Filling mid year vacancies requires administration approval. Special Meetings -- Administration may, on his/her own, call a special meeting. Treasurer Duties -- Draft the following year's budget with input from school administration The scope of administrative authority is so extensive, that the PTO's ability to operate as a separate 501c3 seems quite easily compromised. (I'd posted to this forum of our inability to fill our Treasurer role due to the admin approval requirement.) Undue influence could have partially been at play when the prior four PTO Mothers (officers last spring) knowingly signed these Bylaws into existence, with the administrative insertions "because he wouldn't have it any other way, and it's always how we have to operate anyway". (They are the first Bylaws for the organization, which was formed in 2016.) Could CT Statute Section 33 re nonprofit conflicts of interest be helpful to reign in administrative powers (possibly with the Executive Committee adopting conflicts of interest policies and procedures)? But it seems that we would be in a catch-22 yet again with administration approval required. Any suggestions please for what footing (from the above possibilities or others) to use in overturning the extensive administrative powers? Bylaws changes are needed of course, but how to implement this without being blocked by administration? The Bylaws Articles on Nonprofit Purposes and Powers are "clean", without administrative inclusion. However, the Policies Article includes: "This organization shall not seek to direct the administration of the school. To help ensure that the actions of this organization support the mission, vision, and direction of the school, this organization will seek the input and approval of the school's administration on all matters." Amendments to the Bylaws are stipulated normally within our Bylaws, including repeal as well, with two weeks notice and 2/3 vote of members. Only parents and teachers are members and can vote when in attendance. Administrators are not members and cannot vote. Could we move forward, seeking but without receiving, administrative approval, and have a member vote on updated Bylaws without the extensive administrative powers?

Our 501c3's new (first) Bylaws state that a mid year vacancy in the Executive Committee (made up of four officers) "shall be filled by the Executive Committee with the approval of the school's administration". The current three officers elected a fourth officer, with a 2-1 vote. However, the school administration (principal) is now requiring that the office be filled by a unanimous vote, and will accept/approve the same, or any other candidate, as long as the current three officers all vote in favor of the candidate. Can administrative approval impose a requirement that does not align with voting within Robert's Rules? (The 501c3 is a PTO of a public middle school.) (Don't even get me started on the additional inappropriate administrative powers that were also included in the Bylaws...) Thanks very much!

Hello - at our last board meeting, the board agreed to revise a board responsibilities document (not a part of the by-laws). It was agreed that the proposed changes would be sent via email. So, we sent the changes and asked for #1- Approval to consider this matter over email and #2 Approval of the revised responsibilities document. Each board member has replied to provide their approval, so it is unanimous. My question is this - what's the best way to reflect this unanimous approval to the board responsibilities document, since it's in between our quarterly meetings? Should we do an addendum to last meetings' minutes? A standalone document we can send to the board meetings? I was unable to find a straightforward answer on best practices for this. Thank you!

We are an international society which holds formal face-to-face meetings twice a year. Conference call meetings occur in between. New officers are elected every 2 years. Issue: January of 2018 produces new officers and new members of a particular assembly of the society. During their first meeting of 2018, they are to approve the minutes of the December 2017 face-to-face meeting, at which, none of the new officers attended. This scenario is true for all 20 of our society's assemblies. Question: Since it is unlikely the previous assembly members will have time/opportunity to approve their minutes from the December meeting, can we apply RONR p 355, lines 8-11: "It should be noted that a member's absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval"? Thanks for your help!

If it is the responsibility of the president to appoint committee chairs and a vote of the B.O.D. is required to approval the appointments. Is the President as a member of the B.O.D. allowed to vote. I was told that since the president is appointing the chairs that they are now considered bias and should remove him(her)self from the vote.