Jay M

On 4/19/2024 at 8:41 AM, Richard Brown said:

I agree with my colleagues that the general body minutes should not go a full year without being approved.  This organization should do one of these two things in the future:

1. Before adjournment of the annual meeting (or of a general membership meeting if it meets less often than quarterly) either appoint a minutes approval committee to approve the minutes or adopt a motion authorizing the board to approve the minutes.

2.  Amend the bylaws to provide for a method of approving the minutes of such meetings.  That provision would normally authorize the board to approve the minutes of such a meeting.  An alternative would be for the provision to authorize the president or the board to appoint a minutes approval committee.  The more common provision, in my experience, is to authorize the board to approve the minutes.

The advantage of having a provision in the bylaws for approval of the minutes is that if the general membership meeting fails to adopt a motion providing for the approval of its minutes before adjourning, you have a built-in method for having them approved.

 

Thank Rich. I agree with  your suggestion to make a provision in the bylaws helps a lot 

On 4/19/2024 at 8:06 AM, Josh Martin said:

Well, technically, I think the Secretary is correct - at least for now, but the organization should fix this in the future.

If the general body meets less frequently than quarterly, the general body should authorize the board (or a committee) to approve the minutes. If the general body neglects to do so, however, the authority to approve the minutes rests with the general body, and the secretary is quite correct that the board has no authority to intervene in this matter.

"Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. The fact that the minutes are not read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see 48:15)" RONR (12th ed.) 48:12

Only the general body has the authority to authorize the board or a committee to approve the minutes of the general body.

Waiting for a year is not okay, but if the general body neglected to authorize anyone to approve the minutes, I guess that's what's going to happen this time. This should be kept in mind for future meetings of the general body.

Thanks Josh. We will propose  to appoint a committee in the coming general body meeting.

On 4/18/2024 at 11:05 PM, Gary Novosielski said:

The general body is in charge of its own minutes.  It should appoint a committee authorized to approve its minutes, or it may assign this task to the board.

Waiting a year is not okay.

See RONR (12th ed.) 48:12, which says:

Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. The fact that the minutes are not read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see 48:15)

Thanks for your help 

On 4/18/2024 at 10:30 PM, Gary Novosielski said:

The minutes should be presented to the general membership for approval of their own minutes.

But this should not have been allowed to go 7 months without approval.  On what grounds are "some" board members insisting that the minutes be presented to the board?  

When the general membership will not be meeting on less than a quarterly interval, it should not simply fail to approve the minutes, or let them languish for many nonths.  It should make arrangement to have its minutes approved in a timely manner.  It can do this by appointing a committee to review and approve the minutes, it could also assign this approval process to the board, but the board can't insist on it.

In this case Board is insisting to see minutes because the next general body takes place after a long time. who appointa the committe to  review the general body minutes? Board or general body ?Usully annual gb takes place once in year so waiting for a year is okay? 

Removal from Office
62:16    Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows:
• If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of this incidental main motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership—any one of which will suffice. A motion to remove an officer from office is a question of privilege (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion. 6
• If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held.

Our general body meeting was held 7 months ago.  Our board of trustees meet every month. The then secrteary did not prepare minutes of general body meeting. He is no more secretary  for this year but stil a board member.  Our organization scheduled a general body meeting  for next month. Meanwhile some of the board memebers are insisting to present the minutes of the last year General body to the board. The previous year secretary is saying he will present  minutes only to the general body and this board has no authority to verify the accuracy of the minutes. My question is what are the guide lines in preparing and presenting the minutes of the general body  or  and to the board? thnaks

On 4/5/2024 at 1:29 PM, Rob Elsman said:

What may be in the back of Jay M's mind is the legitimate practice where the maker will submit a written motion of some length or complexity to the secretary beforehand.  Sometimes this is referred to as "sending a motion to the desk".  When the mover is recognized for the purpose of making the motion, he may say something like, "Mr. President, I have submitted a motion to the desk, and, at this time, I move its adoption."  The mover should resume his seat, and the chair will immediately recognize the secretary (or a reading clerk) for the purpose of reading the motion.

This practice is especially useful where the secretary needs to have a copy of the motion to enter on the minutes.  However, the practice is not particularly useful when the motion is simple enough to be made orally by the mover and copied down by the secretary.  Thus, "I move to adjourn until ten o'clock tomorrow morning" is so simple and straightforward that requiring such a motion to be written down by the mover would be a little silly.

Thanks Rob. I understood that the written motion does not give any priority over agenda items order.

Thanks

On 4/5/2024 at 12:34 PM, Atul Kapur said:

Was this "ground rule" adopted as a special rule of order for the meeting, or generally for all general body meetings?

Atul for all general body meetings for a long time. Thanks

I remember now  I read this as one of the ground rules in a  general body meeting of our association. Thanks for your clarification.

I read written motions take priority over the other motions.  I wonder what is is the procedure to follow this rule? Suppose if there is an approved agenda with number of  items can a member   propose a written motion  on any agenda items at any time  with out waiting for the item come up for discussion?  Please clarify . Thanks in advance

Thanks J.J. and Joshua Katz!

I wonder can we move and pass a motion in the excutive session? If yes what is the procedure to approve the minutes passed in the excutive seeions Thanks

Instead of setting up certain  percentage of total membership to constitute quorum is it a good idea to setup a fixed number like 50, 100 people shall constitute quorum for a body which got 1400 members? What are the basic guide lines in setting up a quorum ? What do you recommend for a organization with 1500 members? Thanks in advance

On 3/14/2024 at 11:18 AM, Richard Brown said:

 

I concur with Mr. Martin's response.  The procedure provided for in the bylaws appears to take this particular disciplinary matter out from under RONR's default disciplinary and trial provisions in Chapter XX.   I agree that the member may be removed (or "disqualified") from membership by means of an ordinary main motion without notice.  Giving notice might be prudent and help to ward off a claim that the member was denied due process, but in my opinion, notice is NOT required.

Thanks Josh for sharing your opinion

Thanks Josh for your comments!

Our not for profit organization have the following Sections in the constitution and bylaws 

Section 2: Purposes.

1.   TAG is  formed for the following purposes:

I.    To establish and maintain Hindu Temples built and serviced in the traditional Hindu style

II.   To establish and maintain a Community Center

III.  To promote Hindu Dharma (Religion and Traditions) and culture

IV.  To promote inter-religious, social, and cultural understanding

V.   To support humanitarian causes

VI.  To Promote Educational Activities

2.   Section 5: Disqualification of Membership Rights: Demonstrated activities against the purposes of the corporation as defined in Article I shall constitute grounds for disqualification from membership. This will be determined by a vote of two-thirds (2/3) of the total membership of the Board of Trustees. Any member so disqualified shall be eligible for reinstatement subject to the approval of a majority of the total membership of the Board of Trustees.

 Now my questions is to take out  a member from the organization what are the steps involved? Do we need to give a specific notice follow a specific procedure? Is it required to mention  the text of proposed  motion in the meeting notice? Please comment. Thanks in advance

Thanks a lot Josh

On 1/27/2024 at 12:55 PM, Josh Martin said:

To the extent this meeting is not permitted, the board could at a later, valid meeting ratify the actions carried out by officers to implement the decisions made at the invalid meeting.

Thanks Josh. does in the next valid meeting the board can pass a resolution to approve the resolutions made in zoom call meeting? or only actions taken by the officers to implement the resolutions passed in the invalid meeting?

On 1/27/2024 at 12:23 PM, Josh Martin said:

Hmm. I think it's debatable. The rule in question appears to envision a particular trustee calling into an in-person meeting, "under certain conditions," rather than anticipating the meeting in its entirety being held over Zoom.

I agree with you it is debatable.  If a notice is sent out before the meeting  to that effect due to emergency situation the meeting will be held  in remotely then  is meeting in order?

Or once the meeting is conducted on zoom can the board ratify the validity of the meeting? 

On 1/27/2024 at 11:45 AM, Josh Martin said:

Are there other provisions in your constitution authorizing meetings to be held remotely?

Yes there is another reference :

Section 11: Attendance of the Trustees at the regularly scheduled monthly Board meetings:

Section 11a: The Board may permit a trustee to participate in the Board meeting using a telephone or Video conference facilities, under certain conditions like family or personal emergencies, or if the Trustee is out of town but would like to participate in the meeting. In such case after proper identification of the Trustee, a speakerphone shall be used during the meeting. That Trustee shall be available for more than 3/4^th of the duration of the meeting, and all such participations shall be recorded.

In our constitution it is stated under Section 5: Special Meetings: A special meeting of the Board of Trustees may be called by or at the request of the President, or any six (6) trustees. Special meetings of the Board of Trustees shall be held at the principal office of the corporation.

I wonder due to bad weather if the meeting held on a zoom call is it a valid meeting ? 

Thanks in advance

Jay Mettupalli

On 1/25/2024 at 1:32 PM, Gary Novosielski said:

Yes, duly adopted resolutions should be implemented without delay.  Implementation should not wait upon the approval of minutes. 

• The effect of approving minutes is that they are agreed to be a true record of what was decided at the meeting. 
• Pending approval simply means that there has not yet been an opportunity to approve them. 
• Not approving minutes is not an option. 

There is no such thing as a No vote on approving the minutes.  The only way to object to accepting the draft minutes is to offer a correction that, if agreed to, would make them acceptable.  But note well that once any corrections have been considered (whether agreed to or not) the minutes stand approved, without any "final vote".

Thanks Gary

Thanks to Joshua Katz, Weldon Merritt and Josh Martin for all your valuable responses.

What is the effect of approving, not approving and pending of approval of the minutes?  I believe once a resolution is approved it is in operation immediately. Some times it takes months to approve the minutes. I wonder if necessary can we start implementing the resolutions without waiting for the approval of the minutes ?

Thanks in advance. 

Thanks Josh and Joshua for your answers.