Weldon Merritt

It may be rare, but cases have been won or lost on the basis of punctuation errors and missspeled words. While most of us probably would agree thata if the issue is raiased in litigation, the court should interpret the statute in accord with the apparent legislative intent to specify RONR, there is no guarantee what a court might do. Statutes are "updated" whenever the legislature considers and adopts an amendment, which obviously can happen only during a legislative session. So if you want to try to get it corrected, contact your local legislator and try to get him or her to introduce an amendment in the next session. But I'm not at all sure that correcting the book title will solve your problem, if members still think that RONR is only a "guideline."

This is a bit too broad. A main motion generally cannot be renewed at the same session, except for a withdrawn motion or one that was unseconded when first made. RONR, p. 336, l. 17 to p. 337, l. 6. Additionally, there are a lot of secodary motions that can be renewed at the same session under specified circumstances. RONR, p. 339, l. 6 to p. 340, l. 24. Granted, the OP doesn't seem to be talking about any of those cirumstances. But I still think it is important to avoid blanket statements that are not completely accurate. If explaining the exceptions might be too cumbersome or confusing, just saying something like, "With a few exceptions not relevant here, ...) would make it less likely that someone could read the response and erroneously apply it to another situation where one of the exceptions applies.

The minutes are a record of what actually was done, not what should have been done. So yes, both votes get recorded. But if the assembly is voting to approve all reports, you need to stop doing that. If a report makes a recommendation, the recomendation should be moved, debated, and voted on, but not the report itself. And if there is no recomendation, then the report is simply filed, not approved (unless the assembly wants to adopt every word of the report as the assembly's own, which should be very rare).

I think we also need to know if this is a publiic body of some sort. It it is, then the state open meeting law may come into play.

It worked for me.

I don 't read the OP's question as saying that it was unitentional. He just said that the bylaws need to be adjusted. They may have initially not wanted members, but now do. As for the AGM, he could be referring to an annual meeting of the board, although I agree it probably should not be called an "AGM" if there are no general members.

It is not uncommon for state nonprofit corporation statutes to allow a corporation to have no members. They must have a board, or course, but may or may not have general members.

If they both are serving, it must be "feasible." I think what you really want to know is whether it is allowed. In that regard, it violates no rule in RONR.

If it was, it isn't now.

😈

I agree that for numerous reasons, haveing a "president for life" or any unamendable provisions are terrible ideas. Unfortunately, they adopted those provisions well before asking me to review some more recent proposed amendmemts ( none of which were to the objectiionable provisions, which they are quite happy with, for n ow, though I am not). Actually, I know the "president-for-life," who is the widow of the founder of the organization, whom I also knew well. I don't know the other board members, but I am confident that there was no nefarious intent. Nevertheless, I hope they will take my advice and check with an attorney familiar with the applicable state laws. I will note that they at least had the forethought to provide for what happens in the event of the death, inability to serve, or resignation of the lifetime president (which,. of course, means that her tenure is not neccssarilly "for life," despite the title). Interestingly, the provisions naming the individual as "president for life" and related provisions are not among those that are designated as "unamendable." I'm not sure if that is because they anticipated the possible need to amend those proviisions, or if they just forgot to include them.

I agree with Josh on this. When I posted my question I was hoping someone could point me to something saying otherwise, but it seems not. I also advise against adopting such language, but the bylaws I was reviewing already contained it. The Articles of Incorporation, however, specify (without reestriction), "The Board of Directors shall have the power to alter, amend or repeal the bylaws from time to time in force and adopt new bylaws.” I think a strong argument can be made that since the Articles contain no restriction on the board's amendment authority, any restriction of such authority in the bylaws is improper. I have advised the board of that argument, and suggested that they consult with an attorney familiar with the nonprofit corporation statutes of their state on incorporation. (Advice that I susspect they will ignore, as they want to retain the nonamendability provisions.)

My experience is that in most organizations except for NAP and AIP, most members don't have any edition with them. And if they have anything, it is just about as likely to be a knock-off as The Right Book. I think the fact that the changes from edition to edition are relatively minor, and mostly clarification, can cut either way. I also think that organiztions that don't get around to amending their bylaws to specifiy the new edition probably are the ones most likely to not realize that there is a new edition, so they would be using the old one anyway, even if their bylaws do specify the current edition.

Yes, but that (or a recess) would have to occur after they had already convened (presumably at the orginal time or at least soon after it). I suppose the chair could let all of the members know of the plan ahead of time, so that most of them would show up later. But that could be risky. If a quorum shows up at the orginal time, they could defeat a motion to adjourn to another time, and proceed to conduct business anyway.

True, but since we are talking about a public body, I suspect that there are applicable statutes that do.

Concurring with Mr. Brown, I will add that if you intended your post to be a question, you can post it as a new topic.

Indeed! And what rules do you want to follow? Often, a desire "not to be bound" by Robert's Rules is based on the erroneous belief that without them, the organization can just operate as it wishes. But in fact, without an adopted parliamentary authority, the organization still is bound by the common parliamentary law. The problem is that there is often disagreement about what the common parliamentary law is in any particular instance. Far better to have an adopted PA, whether RONR or some other one more to the organization's liking, and then adopt special rules of order to vary from the PA in areas where the organization wants to do something different.

I was going to post a more elaborate response, but I think Mr. Katz's response summed up mine as well. In short, there are few, if any, pros that can't be addressed better some other way, and a great many cons. Stick around for a bit, and I suspect Dr. Stackpole will post his list of reasons why it is a bad idea.

The answer you were given in the class may not have been worded as clearly as it could have been, but I think I understand it. The original resolution indeed can have two levels of amendment: the substitute (primary amendment) and additional amendments to perfect the original (seconday amendments--one at a time). The substitue, however, being a primary amendment, can have only one level (secondary amendments--one at a time).

I second that! And my condolances to the familiy and friends, too.

Agreeing with Mr. Mervosh, I will just add that you will find few, if any, of the regulars on this board who think giving a past preesident an automatic position on the board (or any other automataic position) is a good idea. On of the more actice regulars, Dr. Stackpole, has an exhaustive list of reasons, which I won't try to reiterate. (Maybe he will post them later.) Nevertheless, if your bylaws define the board to include a past president position (I assume you actully mean the immediate past president), then that's that until the bylaws are amended to remove the position.

Thanks. Atul. Those discussions are helpfiul.

I am reviewing a set of bylaws of a non-profit corporation. The current bylaws have several clauses that include language to the effect that “this provision may not be amended or repealed by any future board of directors.” (This is a board-only organization.) The bylaws also name a specific individual to “serve as a Director of the Foundation and … hold office of President for her lifetime or until she resigns or is medically certified as being unable to serve as a Director.” The “lifetime president” also is given virtual dictatorial powers over a lot of the operation of the corporation. These provisions seem very wrong to me, but I can’t put my finger on a specific reason that they would be invalid, rather than just a bad idea. I vaguely remember a discussion on this forum some time ago dealing with whether an organization can effectively make a bylaws provision unamendable. But if there was such a discussion, I haven’t been able to find it. If anyone recalls that discussion, can you please point me to it? Or just give me your thoughts on the validity of “unamendable” bylaws provisions.

Like many of my colleagues, I get annoyed by someone piggybacking on a months-old thread. I suppose it would be too time consuming for the moderators to manually lock old topics, but would it be possible to somehow set up automatic locking of threads that have been inactive for some specified period of time?

That may be part of your problem.