Gary Novosielski

2 minutes ago, Richard Brown said:

I agree that the board has the authority to act for and on behalf of the association, but I do not interpret the bylaws as granting the board the exclusive authority to act in those matters. If the authority is not exclusive, then the membership, being the superior body, can overturn actions of the board.

Technically not absolutely exclusive, depending upon what powers, if any, are elsewhere reserved to the membership.  But regarding any that are not, the phrase all powers seems to cover it.  Essentially it says the board has exclusive authority in all matters except those specifically excepted.

And this seems to be pretty good language if that was the intention.  It would be dangerous to flatly state that the board has exclusive power over everything without exception.  They could vote themselves in power forever, raid the treasury, and amend the bylaws to make it all valid.  Here, they are given the power to do anything except what the bylaws enumerate.

But great minds do not always think alike, so enjoy the rest of your evening. 🙂

And as a practical matter, even if the ED cannot technically be excluded it would not be improper to ask the ED to voluntarily withdraw from the meeting room.  If it were your performance review that was about to be discussed, would you be likely to make a scene and demand to stay in the room?  I think the area of being a coöperative team player might suffer in the ratings.

On 7/13/2021 at 5:02 PM, Richard Brown said:

I do not read the powers of the Board of Directors as being exclusive or superior to that of the membership, meaning that per the rules in RONR the membership appears to me to be the superior body and that if there are no provisions to the contrary in your other governing documents, the board has no power to reverse actions of the membership.   To the contrary, if the rules in RONR are controlling, the membership can reverse actions of the board as described in Official Interpretations 2006-12 and 2006-13.  Check your other governing documents (and controlling law) carefully, as there may well be other provisions which prevail over RONR or limit the powers of the membership.

I disagree.  The board has the power to

On 7/13/2021 at 4:44 PM, Guest Challie Brown said:

exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Governing Documents;

So unless there is a provision that a particular power is reserved to the membership (for example the power to elect board members or amend the bylaws) the board appears free to exercise it, at least in this organization.  Of course there could be a provision that the board may not overrule, rescind, or amend an act of the membership, but we'd have to see the entire bylaws to know for sure.  And the way the above rule was written it appears that the drafters intended the board to have exclusive power except for certain express reservations.

On 7/13/2021 at 8:46 AM, Guest Gary Francois said:

What is the difference between a recommendation and a motion?

A recommendation is usually made by a committee in its report.  Typically, the recommendation will be in the form of a motion if the committee is recommending a particular action.  The reporting member of the committee is the one who would move the recommendation, which is then stated by the chair and debated, amended, etc. by the parent body.  A second is not required if the committee consists of more than one person.

On 7/13/2021 at 8:08 PM, Atul Kapur said:

Agreeing with Mr. Katz's response, I will suggest that the wording of the motion be the same as the motion that came out of committee with whatever minimal changes are required to say that this is now the board's decision rather than the committee's recommendation to the board.

Well, yes, but with the understanding that the motion recommended by the committee, once it is before the parent body, is subject to amendment and all the other slings and arrows that motions are heir to.  It can also be simply voted down with or without amendments.

What would be recorded in the minutes is the final wording, regardless of how closely it resembles the original recommendation, as well as the fact that it was adopted or rejected.

2 hours ago, Guest D RAINES said:

May or should a person vote to approve or disapprove a meeting's minutes if they were not in attendance at the meeting but were emailed a copy of the minutes?  If the minutes' were sent to all members of a group by email, can those not in attendance vote?  

No one should vote to approve minutes because it is not in order to disapprove minutes, and so a vote is pointless. The chair should not take a vote, as the assembly is required to approve the minutes.

The only way to object to the draft minutes being approved is to offer a correction to the portion that you believe is incorrect.  Approving the minutes does not mean approving of the minutes. Whether you like what took place or didn't, your only concern should be that the minutes are a correct record of what was done.

If your correction is noncontroversial it can be accepted by unanimous consent.  If someone objects, the correction is treated exactly like a motion to amend the draft minutes.  A majority vote decides if the correction is included or not.

If there are no corrections, or no further corrections, the chair simply announces "There being no (further) corrections, the minutes stand approved."

To finally get around to the question I think you were asking, yes a person who was not present at the meeting in question can participate fully in the approval process.  A classic example is that if the draft minutes imply that that person was present, it would certainly be advisable to correct that.

1 hour ago, Guest Charles Bantel said:

In Parliamentarian rules # 49-54 The Chair has the final ruling. If the Chair and Parliamentarian have multiple disagreements at the end of the session or meeting he shall resign. The question is who is the pronoun he referring to? Is the reference of he for the Chair or the Parliamentarian. What if one or both of the individuals a she?   

Still the parliamentarian.

1 hour ago, Richard Brown said:

I wish to comment only on one point. There have been questions as to why a copy of the motion must be sent to the secretary. It seems to me, besides the secretary having the knowledge that the motion really came from a committee (and I’m not convinced this rule accomplishes that), I think a purpose is to ensure that the secretary has the exact wording of the motion prior to it being introduced. That is not much different from requiring that motions be submitted in writing at a meeting. That is not the same thing as a “notice requirement“ in the sense of giving previous notice of motions.   I don’t think that failure to give the secretary a copy of the motion constitutes a continuing breach.

I agree.  Do you think that the notice requirement is fully enforceable however?  Even if a copy is provided to the Secretary after the meeting begins?   And is the prohibition of the parent body to move a "similar" motion valid?

If the rules in RONR apply, committees do not typically keep minutes at all.  They may keep notes that are somewhat in the nature of minutes, but without any of the structure required of formal minutes.  And they would not ordinarily show these to non-members.  

The output of a committee is reflected entirely within its Report. It contains all the material that the committee deems relevant to the question being considered, and no material that it deems to be otherwise.  It is produced by the committee by the process of debate and amendment, and passed by a majority vote within the committee.  The margin of victory is irrelevant, as it is the report of the committee, not a subset of it.

When discussing a motion recommended by a committee it is not permitted in debate to refer to any portion of the discussions within the committee.

11 hours ago, David R Homan said:

RONR 12th recommends in the bylaws drafting, an order of "Articles", like Article 1 should say blah, and Article 2 should say blah etc.  I hope you get the idea.

Because Article 1 usually establishes the organization, it must obviously be Article 1.  Here is my question:

Must the other Articles in the bylaws follow the order they are listed in, in RONR, assuming state statutes have no specificity, or can the organization place whatever information or, call them rules so-to-speak, in the Bylaws in any order it may choose to do so?

Article 1, establishment.

Article 2, say Dues and Fees.

Article 3, Duties of officers and directors.

etc, etc etc,

I would strongly recommend following the advice in RONR, which has been perfected over more than century of use in countless organizations.

In support of this, I would point out that in your example, you establish dues and fees while apparently forgetting to define any members, upon whom these dues and fees would presumably be imposed.  And you apparently define the duties of officers before defining the officers, their terms of office, and their method of election.

Although I'm sure that real bylaws would be more thoughtfully designed than this quick f'rinstance, sticking to the proven structure, while making any changes that suit your organization, will ensure that no important pieces are overlooked.  Any member here will tell you that hastily drafted bylaws are sure to arise and bite you at the most inconvenient moment.

10 hours ago, Gabe Feder said:

Your reply suggests that it is ok to violate your by-laws for motions to be presented to the board, if you just made an honest mistake and the motion was seconded, accepted and passed by the BoD. 

No, it is never "okay" to violate the bylaws.  Whenever rules are not being followed it is up to the members to pay attention and, in a timely manner, raise a Point of Order.  In most cases, if this is not done in a timely manner, the decision, even if made in error, stands.  Objections by e-mail are not a substitute for a proper point of order raised at the time..  This is to protect the organization from the uncertainty that someone might question any decision at any future date

Exceptions do exist in cases that create a "continuing" breach of the rules.  But I don't find any compelling evidence that this would be one of those cases.  Previous notice usually protects the rights of absentees who, if they knew of the business to be transacted, might have attended, debated and voted.  But in this instance the notice requirement was not for the board, but for the secretary alone.  And the secretary apparently was not an absentee, so no one's rights were violated.  I question whether this requirement actually protects anyone's rights in the first place. 

Similarly I don't see the point of requiring a report of the vote tally, and what is even stranger, this rule has the unintended side-effect of giving a presumably subordinate committee the power to prevent the board from considering a motion that it would otherwise be empowered to adopt.  All the committee needs to do is report a similar motion without having notified the secretary in advance.  This is a de facto veto power over the parent body.

But I concur with the other opinions that this does not constitute a continuing breach and, absent any timely point of order, the action stands.

On 7/7/2021 at 9:43 PM, Mark Apodaca said:

Under 40:4 Note on Procedure in Changing the Quorum Provision in Bylaws:

If it becomes necessary to change the quorum provision in a society’s bylaws, care should be taken, because if the rule is struck out first, the quorum will instantly become a majority of the membership, so that in many cases a quorum could not be obtained to adopt a new rule. The proper procedure is to strike out the old provision and insert the new provision, which is moved and voted on as one question.

When can this procedure be used?  Is it something where the members need to wait till the next meeting and if the quorum is met, an amendment can be made to change the provision?

Mark

No, it really isn't a different procedure at all.  Nothing changes regarding the process of amending the bylaws.  It's just a warning against doing it in two parts, and instead doing it as one motion, of the form: to strike out the words <describing the old quorum> and inserting in place thereof <the new requirement>.  So that there is never a moment when the default quorum (a majority of the entire membership) could spring into effect.

In fact, if the rules in RONR apply no non-board-members can just show up at all, with or without notice.

If your bylaws or other rules allow general members to attend board meetings, and if they are permitted to speak, the rules on this are up to the board to decide.  

RONR allows the board to invite or allow spectators, and allow them to speak on a case by case basis, by majority vote, but if that's the rule or custom in your organization, it would be best to adopt uniform rules.

RONR does not allow non-members to speak in debate except by suspending the rules (requiring a 2/3 vote) and prohibits allowing non-members to vote under any circumstances.

On 7/13/2021 at 6:54 AM, Guest Puzzling said:

Also the change would (guessing here) result in an extra officer of the organization. (Or who of the two will be member of the executive board)

I think we know that the MMO would not be a board member.  But if the bylaws are going to be restructured to divide the work between the current position and the new MMO position, that will have to be defined somewhere in there.

13 hours ago, Rob Elsman said:

Once again, I'll borrow a little from Pontius Pilate: "I have written what I have written".  😉

Let us hope history judges you more gently than him.

10 hours ago, Brian McMillan said:

But is a vote of the membership necessary when the changes proposed are not substantive, but merely "administrative," i.e., a change in title to reflect reassigned responsibilities? 

Absolutely.  In the first place this is not just a change in title, it is a restructuring of responsibilities, which is a significant change.  

But in any case, it would required a vote of the membership to change a single comma in the bylaws.

1 minute ago, Rob Elsman said:

Borrowing a little from Pontius Pilate, "What I have written, I have written".  😊

You ain't just whistling: "Dixi."

Est quod est.

A motion to adjourn was not required.  The chair should simply announce, "The time for adjournment has arrived, <pause> and the meeting is <pause>  therefore adjourned.

The pauses are to allow a member not wishing to adjourn to seek recognition in order to move to extend the time.  If nobody does, the meeting is adjourned.

46 minutes ago, Rob Elsman said:

In our era of electronic banking, I tend to agree with the treasurer that writing paper checks is obsolete and wasteful.  It is possible for, nowadays, for an organization to establish its own bank account with on-line capability to make payments.

But the treasurer apparently didn't say what you're "agreeing" with.  She said writing checks was a Covid risk.  I agree that banks have convenient methods of issuing payments (including paper checks) by means of online transactions.  But the paper checks typically say "Signature on File" rather than including a facsimile signature. It may be that there are controls available for organizations that require dual signatures, but if there are I'm not aware of them.

18 hours ago, Atul Kapur said:

I read this as only applying in the situation where the chair is appointing a non-member to the committee and the chair is not pre-authorized to do so.

Otherwise, I understand that the committee can act as soon as the president appoints the members.

I read it this way because of the opening sentence of the paragraph from which you have quoted.

I think the only difference when a non-member is appointed is the requirement for a vote on that person's appointment, unless the president has been authorized in advance to make such appointments.  

As I read the paragraph, the requirement to announce the members applies in any case.  In the sentence beginning "When the chair appoints a committee, no vote is taken on the appointees, except...", the exception applies to non-member appointments.  But the beginning of the next sentence reads naturally if all the words from except through the end of the previous sentence are omitted:

"...no vote is taken on the appointees. But the chair must announce the names..."

6 hours ago, Guest Maria said:

To clarify, the board asked her not to use her credit card at the last board mtg. It was suggested she use Google Chrome to ensure payments go through with the credit card, because the problem is likely the internet explorer she’s using.

It's no surprise that the board is having little luck with asking and suggesting.  She clearly views those as optional and freely ignores them.  And if there is no approved motion, just individual people asking and suggesting during discussion, she's absolutely right  Motions are the only way "the board" can decide to do anything.

At some point the board may realize that if they want someone to do something, they will have stop asking and suggesting, and start instructing and directing.  

On 7/6/2021 at 8:09 PM, Guest Malissa said:

There is a non-profit that has an auxiliary board. The auxiliary exist to serve the hospitality needs of the non-profit. We don’t fund raise and the income used for expenses comes from the dues the members pay. 

There has continuously been one individual who happens to be a paid staff member of the non-profit that has sat on the auxiliary board for numerous years. 
 

Is it a conflict for this paid staff member to sit on the auxiliary board?  This person has influenced and voted for things that benefit the non-profit money wise. 

RONR suggests that members "should" (but cannot be compelled to) abstain on matters in which they have a personal or pecuniary interest not in common with other members.  Matters that benefit the entire organization in general would appear to me to be in the common interest.

On 7/6/2021 at 10:46 PM, Guest Barbara F said:

At council meetings in my city the public is given 3 minutes each to speak about an issue 

Can another person yield their 3 minutes to someone else?

RONR does not permit yielding of time during debate.  As far as public comment periods, I think it would depend on whether the council will sit still for it.  If you just go ahead and try it you might well get away with it.

10 minutes ago, Guest Zev said:

The thing that concerns me is that a fight could ensue over the fact that the bylaws use the word "originate" and yet the motion instead was referred to them, which is not the same thing. An enterprising member might move that the "Range Committee be discharged of the motion referred to them." Members of the Range Committee might complain with "We didn't even get a chance to see the motion!" to which an answer might be "Hey! We gave you guys all of fifteen seconds. Where were you all that time?" I know, it sounds kind of silly, but not impossible.

Perhaps the bylaws should be changed to eliminate the words "originate in" and insert "have the recommendation of." In this fashion it would not matter where the motion originated and the Range Committee would have its chance to issue a recommendation and fulfill what appears to be the original intent of those that adopted the current bylaws.

Does "have the recommendation of" imply that the recommendation must be positive?  To me that sounds more ambiguous than "originate".

I agree that such a fight could conceivably ensue, and if so, then the more stringent interpretation should definitely apply. A point of order should be raised at the first sign of swords or firearms.

Discharging the committee would take a 2/3 vote, which would be enough to suspend the rule anyway, so at that point the fight is over.

And I recall reading somewhere (probably in RONR) that when putting the question on such courtesy resolutions, it is common for the chair to ask for those in favor, but not ask for the negative vote.

Ah, I found it in 4:35:

Quote

The chair must always call for the negative vote, no matter how nearly unanimous the affirmative vote may appear, except that this rule is commonly relaxed in the case of noncontroversial motions of a complimentary or courtesy nature; but even in such a case, if any member objects, the chair must call for the negative vote.