ShellyS

I’m not assuming they have adopted anything. I’m only saying that because the seminars exist, the probability that something is in the documents somwhere discussing the possible adoption of RONR. I’m trying to direct him back to the minutes to look for something that might state what he’s looking for. I’m not saying to assume they have been adopted. I’m saying look in the minutes. Mistakes can be made. Maybe someone forgot to update the rules after a motion to accept RONR in the capacity of holding such seminars. I’m hard pressed to believe they are holding seminars without something somwhere saying to do so. I’m saying go back in the minutes and see if there’s something in there.

Clearly states the org is holding RONR seminars. Haveing these seminars points to the logical conclusion that somewhere there will likely be a rule or a motion that led to the creation of the seminars. That rule or motion would then be the org adoption RONR. I did not state that the org in question was a government org. I said that selective enforcement is illegal in the government, which it is. Selective prosecution is selective enforcement, neither of which are allowed which is written in the state and federal statutes having to do with prosecutorial conduct. The exact statute number will vary by state, but it’s there. My point was that if the government doesn’t allow selective enforcement of laws and rules, and that government writes both the IRS tax code that all of our organizations are classified under (which do contain information on required operations, evidenced by the IRS code dictating donations require receipts and what the receipt is to say) and the state statutes that also apply to our respective organizations, then it’s unlikey they would allow organizations to selectively enforce anything since they themselves see the peop lens with selective enforcement. I’m WI those statutes begin at chapter 180. Yes they do exist and they are to be followed. And it does say that anytime a bylaw and stature conflict, the statute is to be followed. Just because I say something you don’t have knowledge on, doesn’t mean what I say is BS. Saying it’s BS doesn’t actually make it BS.

I’m not saying that holding seminars make it a rule. Just that it’s more than likely a rule was made at some point in time that made the seminars necessary. I wouldn’t think they would go as far as seminars without a rule preceding the first seminar that made that first seminar and all subsequent seminars necessary. Organizations don’t typically do something with the magnitude of seminars without something requiring it.

Thanks everyone!

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?

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.

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.

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

The minutes stated the board and the President were to negotiate and sign. Only the President signed because only the President saw the contract. He signed it without ever presenting it to the board. The motion says “board AND president”... only 1 was included. The instructions of the motion were not carried out as per the minutes required. Making it at least a reason to question this motion. Possibly invalidate the contract because he did not have the authority to sign without the board. However, the motion itself to essentially “disallow” the members the vote on the sale of property is in conflict state statutes which say the only the members can to vote on sale of property. The board is only able to vote on this IF the organization has no members. Since RONR states that no motion is valid that is in conflict... wouldn’t this null and void the motion as a whole?

If the Financial Officer is the one recording transactions and the Trustee is the one actually paying... that is absolutely a conflict of interest. The generally accepting accounting principle is that the recorder of transactions and payer of transactions is not the same person. This prevents embezzlement. Yes board members can hold multiple positions traditionally. WI state statutes allow that. If your bylaws don’t state it, state statutes preside. Check your state for that. But the two positions that any accountant will tell you should never be held by the same person in any business or organization are that of the person with the money and the person recording the money. I can’t not speak on the Financial Officer tabelibg the motion, but the positions conflict of interest I can speak of. That was in my intro to accounting textbook.

RONR states the assembly is responsible for approving and correcting the minutes. Does the assembly include the VP if the mistake was made in minutes of a board meeting? The only time the board gets the minutes from any meeting is that we hear the reading of the minutes from the last meeting at the next meeting. We have no opportunity to see them or correct them prior to that. If the mistake is an omission of an important motion that was made yet not seconded or voted on... that should be in the minutes right?

I am on the same type of board. We are the fundraising corporation for our fire department. Our bylaws state the fire chief is a consultant to the board. If yours state he is a member of the board, and does not specifically say he does not have a vote, then I would think he has a vote. Usually a member of a board has a vote unless stated otherwise. You may want to look into amending your bylaws, especially if the chiefs vote makes an even number. If he is against losing his vote, suggest adding another voting member such as another member at large. An odd number is most desirable.