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Bruce Lages

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Posts posted by Bruce Lages

  1. DO your bylaws not address whether a member must be in good standing to make a nomination, or do they not define in good standing at all? RONR's definition of 'not in good standing' is a member for whom some or all rights of membership have been suspended as a result of disciplinary proceedings (RONR 1:13; footnote 3). If your bylaws really do not address the issue of good standing, then you would refer to RONR's definition and determine 1) has the member been the subject of disciplinary proceedings, and 2) as a result of those proceedings has the member's right to make a nomination - or to make motions, since a nomination is equivalent to filling a blank in a motion that "___________ be elected" - been suspended.

  2. Well, no, you can't 'vote on assessing the member at the  next business meeting.' If the national organization's rules stipulate that alumna members are no longer responsible for dues or any national or chapter payments - and you already seem to have an opinion from your own parliamentarian that this means the member is not required to pay the assessment - then I think the only thing you can still do is ask the national organization parliamentarian to either confirm or refute your parliamentarian's opinion. If the national parliamentarian concurs with your parliamentarian, then that should settle the matter.

  3. By itself, that statement would not grant the president the right to vote at board meetings, or even make him a member of the board. But there should be a separate statement in your bylaws that defines the composition and the powers of the board. You need to check that statement to see if your president is a voting member of the board. I would say that it is very likely that your president is a voting member of the board, since that is a very common situation is most, if not all, ordinary societies, and that in addition, he is also likely to be designated as the chair of the board.

  4. RONR does not require an agenda in the sense of a detailed listing of all topics that are expected to come before the meeting, but it does prescribe a standard order of business that can, and should, be used by most ordinary societies that meet at least on a quarterly schedule. See RONR, 12th ed. §41;5-36 for a  detailed explanation of the standard order of business and its individual components.

    But since you refer to a meeting of your township, you are very likely not considered an 'ordinary society' in the sense RONR uses that term, and are very likely subject to local and state statutes that govern how your meetings are to be held. Those requirements may well include whether an agenda is or is not necessary for your meetings, and whether such an agenda, if necessary, needs to be publicized in advance of each meeting. You should check with your town attorney and/or your secretary of state for any applicable legal requirements.

  5. A recommendation coming from a committee requires a motion if the recommendation is to be acted upon, but it is only the second to the motion that is not needed if the committee was composed of more than one member. I presume it is the vote on the committee recommendation that you are referring to. Generally, a recommendation from a committee is a suggestion that the parent assembly take action of some kind, and that is presented as a motion, usually made by the reporting member of the committee.

     

  6. You do both. The correction (described in RONR as an amendment) should be made to the draft copy of the November minutes, which will now become the approved version of those minutes. And in the December minutes it should be noted that the November minutes were approved as amended. Section 48:1-15 in RONR will give you everything you need to know regarding the taking and approval of minutes.

  7. How many different named entities do you need to reference in your constitution, and what is their relationship to each other?  I wouldn't think the need to provide initialisms is a common or typical issue for most organizations in writing their governing documents. Is this some kind of umbrella organization that encompasses multiple sub-units with different names?

  8. Given that your election is already at least a month late, and that you may, depending on the wording of their term of office in the bylaws, now be without any officers, I would strongly suggest that you conduct your nominations and election together at the January meeting, if that is still possible. RONR describes in detail how to hold nominations and elections at the same time (46:6,7,19,21).

  9. The suggested wording for adopting RONR as your parliamentary authority is : "The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt" (RONR, 12th ed., 56:66). I would recommend that you use that exact wording, although you can certainly substitute your organization's name for the word 'Society'.

    With the inclusion of that wording, my response above stands as to your question about the bylaw wording concerning your voting rules. You probably should check the rest of your proposed revision to see if there are any other instances where you can eliminate wording that is repeating rules that are already spelled out in RONR.

  10. First question - do your current bylaws reference RONR as your parliamentary authority? If they do, then as to your question, all of the items that you 'do not state at each entry' are specifically stated in RONR and therefore do not need to be stated in your bylaws at all. What you want to include in your bylaws are the situations where your organization wants to follow a different prescription from that in RONR, such as that in A.1 in your Article 5. Repeating in your bylaws the rules set out in RONR is not a good idea because of the risk of creating conflicts in wording.

    If you do not currently have RONR specified in your bylaws, it is highly recommended that you add it as part of your revision.

  11. In answer to Libran's last post:

    On 12/29/2023 at 9:26 AM, Libran said:

    A main motion that was made but not seconded or stated does go in the minutes, regardless of its content.

     

    Correct

    On 12/29/2023 at 9:26 AM, Libran said:

    And a motion that was made and defeated goes in the minutes, regardless of its content, even if it was a motion to include debate. So the debate ends up in the minutes

    No - the motion, with its exact wording as stated by the chair before putting it to a vote, and the result of the vote (motion is defeated) goes in the minutes but debate does not. The minutes record what was done, not what was said.

    On 12/29/2023 at 9:26 AM, Libran said:

    A motion that was stated and later withdrawn does not go in the minutes.

     

    Correct, under most circumstances - see footnote 3 to 48:4; 6) for exceptions

  12. No - the rules in RONR do not authorize the secretary to add additional information to the minutes without approval of the membership. Even in the case of draft minutes which have not yet been approved, I don't believe it would be appropriate for the secretary to insert such information if it did not arise as part of the business transacted during that meeting.

    I think your best bet here is at the next board meeting, or at a special meeting if your rules provide for calling special meetings, have the board approve a motion confirming that [full legal name] is the duly elected treasurer of the [full legal name] organization, and that the treasurer's name is to be an authorized signer on the organization's account. If time is a factor here and you can do this at a special meeting, this can be the only item of business listed, so that the minutes can easily be approved at the same meeting, after a brief recess if necessary.

    I will say that, in my experience, it is often possible to satisfy the bank's request just by a letter from the secretary confirming the treasurer's information and requesting inclusion as an authorized signer. All the better if you can do this on organizational letterhead stationery.

     

  13. Several elections appear to have been held. I don't see any issue with the election to replace the resigning chair. We are told that the chair announced his resignation, as of August 1, at the June meeting, and also announced that an election to choose a new chair would be held at the July meeting. So, for that election, notice was indeed given. I  don't see any legitimate basis for the side issues about the vice chair not assuming the duties of chair and not giving the notice of election, or the objections to the current chair running the meeting, since the current chair was still in office at this time.

    However, the two additional elections that we are told took place at this July meeting - one for the position of vice chair because the vice chair had been elected to succeed the chair, and one for a state committeeman -were indeed held without notice. The OP states that the notice requirement was suspended, and under the rules in RONR, and apparently under the organization's own rules as well, notice of these elections was required. That would constitute a continuing breach.

     

  14. I would just point out, relative to your inclusion of your bylaws Section 9 as relevant, that at no time during what occurred was the office of county chairman actually vacant. The resigning chair gave notice of his resignation at a June meeting, to take effect on August 1, and therefore was still chair at the meeting in July when an election for a new chair was to take place. I don't see any reason why the vice chair should have provided notice of the election and called a meeting since the chair position was not vacant.

    The other issues regarding previous notice requirements still need to addressed, though since it appears that those requirements may not have been followed.

  15. In addition to the cautions Mr. Katz has raised regarding your proposed notice procedures, I would just also call your attention to RONR's prescriptions for providing notice in the 12th edition (9:5b), in particular that email (or other electronic means) is valid only for members who have agreed to receive notice by such means.

  16. Most likely no. It appears that removal from the chair position would require either amending the bylaws to eliminate that assignment of the committee chair, or removal of the member from the board (or at least from that 'certain seat' on the board). If your board is empowered to do either of those things then I guess they could remove the chair by an action of the board.

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