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g40

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  1. g40

    Minutes

    Who told the Secretary this? Not taking minutes seems contradictory of the regular duty of the Secretary. If this same person told the Secretary to jump off a bridge, would he/she have jumped?
  2. Beyond RONR, there may be "denominational" differences and distinctions between taking in a "dissolved" church and "merging one" in. In addition to a civil attorney, someone skilled and experienced in church denominational issues could be helpful.
  3. Tie votes can happen when the total committee has either an even or odd number of members. Not all members may attend every meeting and those attending may choose to abstain from a particular motion. A tie vote defeats the motion (just as much as all voting against it).
  4. It seems that, as posted, your organization needs to interpret the Bylaw provision. One (of several) ways to proceed is (perhaps my motion or resolution) interpret the current bylaws that the annual renewal is not required (which means current and previous payments are OK), but that the current bylaw might be interpreted differently and you, therefore wish to amend the bylaws with clearer wording.
  5. One possible issue here (depending on all the details) is whether such notes may be considered confidential or internal use of the organization. If/when the Secretary no longer is an official, it may be a violation of an organization policy for him/her to retain such documents.
  6. I agree that enforceable term limits would need to be in the governing documents (Bylaws or Constitution). What might be done (depending on details of your organization) without amending the Bylaws or Constitution might be the Nominating Committee or process, where the Nominating Committee might not "endorse" a trustee for another successive term. What also can work in some organizations is the "honor system", where trustees do not seek or accept successive terms.
  7. Depending on all the details, sending a draft before the meeting can save a lot of time and improve the accuracy of the minutes. The actual approval, however, needs to be done at a meeting.
  8. One way to think of this is that if you accept that argument/logic, no organization operating under RONR could do or decide anything mandating actions be carried out until the minutes of one meeting were approved at the next meeting.
  9. I agree. If desired, or otherwise needed for documentation, it is perfectly reasonable (in my opinion), for the Secretary (or other official, perhaps) to sign a certification of the motion or resolution that was approved. One example where this is common might be for a change of signatories on a bank account.
  10. Note that in some organizations (I am a Board member and officer of one such), the organization's Bylaws provide for the Board Chair to chair the annual membership meeting and provide for a role of Board members and officers (Board elected).
  11. Whenever there are multiple changes (at once or over time) to Bylaws, I am a big fan of adopting a full, clean set of Bylaws. A separate document can highlight the changes as information to the body (Board or membership) that is empowered to make such changes. For an organization where I am a Board member and officer, I have done such drafting several times over the years.
  12. What is this "addendum" and what are its contents?
  13. In addition to stating that you should have a nine member Board, what terms do the Bylaws provide for? I suggest you come up with a "plan" to have the Board constituted exactly as the Bylaws provide as well as following the exact process defined in the Bylaws for filling vacancies.
  14. You must comply with the organization's Bylaws (and other governing documents). If ALL of these board members are considered so terrible, then why (and how) are they elected by the membership? Also, if you were successful in getting rid of any or all, who would run the organization? Wouldn't it be better for the unhappy members to propose candidates for office? Another point of view is that they are experienced (over 11 years) and pay great attention to "detail". Is it possible they are doing the job that the Bylaws prescribe?
  15. So, "allegedly", you did not hear this "alleged" motion, nor a second (if applicable), nor debate, nor a vote. "Missing" (or not hearing) any of these things seems to support your contention (and your draft minutes) that there was no motion. Having been at a very contentious Civic Association about contested minutes, note that it is not in order for anyone to just "disapprove" the minutes or just contest the draft minutes you present. Someone would need to offer a "correction" - that specifically offers the exact text of what that person states was done.
  16. Did they claim that the motion passed? Even if you did not hear the motion, wouldn't you have been aware of the discussion/debate and the vote?
  17. Does the Treasurer normally attend such board meetings? Is she a Board member? From what you say, her resignation is effective January 1, 2017 - so it seems to me that is she normally (or has a right to) attend a 2016 Board meeting, she should be able to do so.
  18. There are many fine organizations (I am on the Board of one) where the Bylaws are voted on by the Board - and not by the membership.
  19. As far as I know, there is (today) no requirement in RONR for even taking or having "handwritten notes".
  20. I agree. Alternately, it might be the case that "Mr. Smith proposed approval of the following motion: ........."
  21. As best I understand the situation, the problem with a quorum is for the Board and not for membership. The OP indicated the big problem was getting a quorum for the Board meeting only. I would also make 100% sure (not just depend on what someone said) by reading the complete bylaws that a special meeting of members can fill this vacancy. Assuming the organization can survive this "sabotage" by just a few Board members, I recommend adding a provision to your Bylaws stating that Board members that miss a certain number of meetings or so many consecutive meetings are (or may be) automatically removed from the Board.
  22. Who elects the officers (specifically the President)? It sounds like the members elect the board (directors) and the board elects the officers. is that correct? Or do the members elect the Officers (specifically the President) and the officers are on the Board? I do not understand the connection between a director resigning and the President being hated by 3 Board members? Since you have a vacancy on the Board, how are vacancies filled (according to your bylaws? From what you say, my guess is that the Board fills vacancies until the next member election, BUT what exactly do your bylaws say?
  23. I think what is going on here with "a majority of the remaining directors, though less than a quorum" is probably (though not specified by the original poster) this organization may define a quorum based on Board positions and not actual board members, as would be the RONR default. [i am a board member of such an organization]. A problem with defining a quorum based on board positions, some of which may be vacant, is that if there are too many vacancies - a quorum could not be achieved to then fill vacancies. This language, which defines a quorum differently (a majority of actual board members) for the purpose of filling vacancies allows the Board to meet and fill vacancies. Then, once vacancies are filled, it is then possible to meet a quorum based on board positions (because vacancies have been filled).
  24. Yes, a very durable myth. I think having an "Immediate past President" with an official office and meaningful duties being a good idea is another.
  25. Several years ago, our local, neighborhood Civic Association (meets quarterly) had a very contentious issue come up at a meeting. At the next meeting, when the draft minutes were distributed for approval, similar "out of control" things happened regarding the approval of the minutes. The minutes' version of motions made and the results of one or two motions were disputed by one member. The problem was that this member strongly and adamantly contended that the minutes were wrong, BUT she could not offer a correction that would say what was the correct version. BIG MESS. During this, I was unable to offer and have accepted the proper way to handle this. After the meeting, in emails and discussion(s) with the Chair and Vice-Chair, as well as suggesting getting a copy of RONRIB and RONR, I was able to educate them on the proper way to handle the approval of the minutes. One "key" to properly handling minutes' approval is that it is not an option to just "disapprove" the minutes; a member must offer a correction.
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