Gary Novosielski

The bank may be incorrect. It depends on just what their rules say. If they really require approved minutes, that's a bad rule on their part, since the appointment of the treasurer was official at the time it was adopted, and it creates situations exactly like the one you're experiencing. What the bank may really need (you can ask to see their exact rules on this) is a copy of a Resolution adopted by your organization, or, if authorized, by the board. You have apparently already adopted one. The fact that the old officers are not available makes this trickier, but it is what it is. Hopefully the resolution contains the names and effective dates of the new officers, and the dollar amount they are authorized to sign for, and whether and when two signatures are required or when or if one will suffice. So make a good-looking copy of the resolution, with "Certified Resolution" at the top, the text of the resolution, and then a certification at the bottom with room for the secretary's signature. The idea is to impress the bank employee that this piece of paper is official enough that they would not get into trouble for accepting it as sufficient evidence. The text should be something like: I, <name>, <title, e.g., Secretary> of <Society> do hereby certify that the above is a true and correct copy of a resolution duly adopted at a regular <or properly called> meeting of its <membership or board> held on <date> at which a quorum was present, in witness whereof I have affixed my signature this ____ day of _____, 20___. ___________________________ <name> I am not a lawyer and this is not legal advice—just something I have seen work. The actual bank rules may say "approved minutes or certified resolution" and the employee may simply be underinformed. Yes, believe it or not, that could happen. 🙂

Absolutely. As are debate and amendment of the proposed changes before final adoption, as long as these amendments remain within the scope of the previous notice of what was to be changed. For example, if one of the proposed changes for which previous notice was given, was to raise the dues by thirty dollars a year, it would be in order to move to strike thirty and insert twenty, because that's within the scope of the notice. It would not be in order to change it to fifty, because that would be outside the scope of the notice. If you can give us some information about the proposed change, and what amendments you might like to see to it, we can comment further.

I'll put in my two cents on the subject. Since you're probably talking about a full revision of the bylaws, you'll need to appoint a committee to work up a draft proposal. RONR has a whole chapter (Ch. XVIII) devoted to bylaws which you should study. Pay closest attention to §56, Content and Composition of Bylaws. It contains advice on forming the committee and a detailed breakdown of the various articles, their purpose, and what they should contain, which would be good advice for any organization. There is a full sample set of bylaws included there. I would advise comparing that sample with your existing bylaws side-by-side, noting where your bylaws vary from the standard. Then evaluate whether that difference has been beneficial or problematic, given the experience you've gained over the time you've operated under the current bylaws. With the possible exception of different standing committees, there are surprisingly few truly necessary differences between the needs of a wide variety of organizations. In general, less is more. Where rules already exist in RONR, repeating them in the bylaws is often counterproductive, especially if the repeat is actually an inexact paraphrase. In a case where a committee member has an exciting new variation on the time-honored rules in RONR, my advice would be to have that member lie down quietly until the feeling goes away. 🙂

Your bylaws should contain (usually in an article near the end) rules for their own amendment, and these rules must be followed for any changes, even so much as a single punctuation mark. They will probably require at least previous notice of the proposed change, and a two-thirds vote of approval at a general membership meeting. [See RONR (12th ed.) 56:50]

You won't find any rules there, but such public comment periods are often mandated by state regulations. Some states only mandate permission of the public to attend and observe (excepting executive session), while others require that the public be heard from as well. Does your state have a school boards association? If so they can probably provide guidance. Or contact some other school boards to see what has worked for them. I'm familiar with New Jersey school boards, where hearing from the public is required, but the details are left to individual districts. My district settled on a set of rules that provided for, among other things, public comments limited to three minutes each, during two segments of up to 30 minutes each, one early in the meeting at which any topic on the agenda could be commented upon, and another prior to adjournment, with no restriction on the topic (within the bounds of germaneness to education, of course). These worked fine in an atmosphere where the public was generally supportive of the school system, often with one particular pet peeve. Things may have changed nowadays. I understand it's not a fair sample, but school board meetings that make the news nowadays seem dominated by rabid book-burners and Covid-deniers, so a different set of rules might be necessary.

Although the rule does say that it only applies to bodies with no special rule, the remainder of the sentence does not hint that the body may then adopt a special rule. It merely says that Extend Limits of Debate is available, presumably on a meeting-by-meeting basis. Furthermore, this rule only refers to speaking longer than ten minutes, whereas the situation described by the OP involves limiting it to five.

Well, if the meeting was not convened as previously agreed, I presume the absence of the attorneys would have been obvious. I would expect that someone might have commented on this situation before the meeting went forward. I guess it depends how important their absence was to whatever the purpose of the meeting was.

No, discussion in general does not belong in the minutes. The purpose of minutes is to serve as a permanent record what decisions were made, not to serve as a public information newsletter.

Why did the meeting go forward? If nobody objected at the time, it seems too late to do so now. It's hard to see how a continuing breach would be created, although I supposed it might depend on what decisions were made.

Yes.

What do your bylaws say, precisely, about the terms of board members? Specifically do they contain a phrase such as "and until their successors are elected," or perhaps "or until...?" Or do they just say "for n years" period? Does your quorum depend strictly upon how many people attend, or does the rule in your bylaws say "in person or by proxy" perhaps? Regardless of whether there was a formal adjournment, the meeting was in fact adjourned, unless the members are still there. Since the chair announced that the assembly would reconvene at a future date, that will be an adjourned meeting. It counts as part of the same session, but is a separate meeting, so the quorum requirement must be met as for any new meeting.

I would agree if the distinction between election by the members and election by the board were made in the Articles of Incorporation, but I don't think that can be backfilled by a provision in the bylaws.

One reason might be the price.

This Bylaw is in conflict with the Articles. A provision in the bylaws cannot deactivate, suspend, or relax a provision in the Articles of Incorporation. I do not agree that there is a way to read them as non-conflicting, without qualifying the term limits in a way that the original language does not allow for.

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Sure. The "matter of a cap" is not in effect unless and until the bylaws amendment is adopted. Until then, the current bylaws continue to apply until amended.

RONR is correct, and whoever is directing you otherwise is not. You are moving the recommenced motions on behalf of the committee which you chair.

That's a question of IRS regulations, and should be addressed to a tax lawyer.

Apparently not. You appear to be relying on a distinction between election and appointment, when in fact there is no practical difference. When the board appoints a person to fill a vacancy, how do they decide whom to appoint? By election. And your bylaws seem to say say that once having served two terms, the impediment to serving on the board is permanent. Most bylaws specify that after an appropriate interval a previously termed-out person may again be eligible for election to the board. Yours do not. There are one (1) or two (2) other clues that they might benefit from a review. So after a certain number of years, unless your group continues to grow (or at least experiences significant turnover) you may be faced with a situation that no qualified candidates are eligible to serve on the board.

That's an interpretation not supported by standard English grammar, nor by any analogous rationale in RONR. The word required does not apply to required meetings, but meetings which require notice because of a regulation. Your interpretation is very apparently motivated by your desire for a particular outcome. I wash my hands of this thread.

No, you're not properly quoting the requirement. The first sentence applies to all meetings, (including required ones) and says that the time, place, etc, must be in the notice. That's fairly obvious The second sentence applies to the case of special meetings. All special meetings require notice of their purpose, as do any other meetings where a rule requires that they do. This does not say that any required meetings need a notice of their purpose. A meeting which is not special and has no special notice requirement needs no prior notice of its purpose, i.e., presumably, it's "actionable items".

Because adopting the Previous Question ends all debate on the pending question and proceeds to an immediate vote. If a paragraph is being considered seriatim and an amendment to that paragraph is under debate, then the pending question is on the amendment. Moving the Previous Question on only that amendment would cause a vote on the amendment, and proceed to further debate on the document as amended. But moving the Previous Question unqualified, would proceed to a final vote on approval, which is probably not what is desired, at least not yet. There is no vote to approve individual paragraphs. Only if amendments are offered is there anything to vote on. And if no amendments are offered, I'm not clear what is being debated at that point. Those who want to amend it will move to do so, and that would be debatable, and end with a vote. Those who oppose it completely would move to strike it completely, and that would be an amendment and open to debate and vote. But those who favor the current wording as is, or as already amended, will remain silent, and so any occasion for debate would seem to be naturally limited. Under what situation would a paragraph being considered, with no amendment pending, be debated at all—or at least to the point where a motion to limit it was required? (I think all it would take is a reminder from the chair such as "Okay, if there are no amendments to this paragraph, let's move on.")

Yes, I agree fully. The requirement applies during debate on that report while it is pending in the assembly. So I agree that saying that all committee deliberations are confidential would be overreach. My point was that saying that non-exec. deliberations are never confidential in any way is also overreach.

RONR does not contain any budget rules at all, much less a rule like that. but your assumption does not, in my view, meet the requirement to interpret the language in its ordinary meaning. Even if the prior year's budget remained "in place," it would authorize no expenditures in this year. None of the months of Fiscal Year 2023 have any budgetary amounts allocated past last year's end. You cannot, for example, discharge your tax obligations for this year by saying that you paid your taxes last year. There are no requirements for leaders to vote on things. It might someone's responsibility to develop a budget for this year, and they should be prevailed upon to fulfill that responsibility. The leaders may have the duty to call meetings, but your bylaws might also specify that an Annual General Meeting is required where things like budgets and elections are commonly voted on. The leaders might have to schedule this meeting, or the dates might be specified directly in the bylaws. I don't think it can be reasonably assumed that those who approved last year's budget intended for it to extend beyond its end date, even if the present membership wishes that it could.

I think this may be the culprit. As I read this, It says that special meetings require the purpose to be disclosed, and meetings that are by statute required to disclose the purpose must also do so. It does not say that all meetings required to be held must disclose the purpose in the notice. The "required" refers to a required notice, not to a required meeting. Your "side note" appears to misinterpret this language, which is admittedly less than perfectly clear. In fact it's superfluous, since there is no reason for the bylaws to contain language saying that they comply with applicable procedural regulations. That is a given. TL;DR: In my opinion, the annual meeting therefore does not require its purpose(s) to be listed in the notice. Its purpose is to satisfy the bylaws requirement, which already specifies at least some of the business that must be conducted, and does not rule out any other new business.