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William Kennedy

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  • Location:
    Ontario, Canada
  • Interests
    The Visual and Performing Arts, Genealogy, History, RONR (Novice)
  1. A few members of our Board have regularly been attending the meetings of a standing committee. They have not been appointed to the committee and there is no provision in the bylaw entitling them to attend. Some members of the standing committee feel this is an unwelcome intrusion which inhibits deliberations. How can this be remedied in accordance with the Rules?
  2. The motion has the support of the majority of the standing committee and will likely be adopted. However, the committee chair, who is also its only board member, is opposed to the motion. The standing committee wants to ensure that the question will actually be considered (voted on) by the board. There is no formal committee "report" unless the motion, adopted by the standing committee, is considered as one.
  3. There is no "report" per se. It is a member motion, the substance of which is another motion to be offered to the Board by the committee chair.
  4. The chair of a standing committee is also a member of the Board of Directors. A committee member is proposing a motion that the chair be directed to offer another motion at the Board level. Is this permissible under the Rules? If permissible, is the committee chair bound to do so even if opposed to the motion (and could always vote against it)?
  5. Representatives of our member group met with the president of our organization today to review the proposed agenda for the AGM. To our dismay he has invited a representative of an outside body to make a "presentation" to the membership which will, in effect, directly speak (in opposition) to our member motion to be offered later at the same meeting under new business. Despite our concerns, the president has declined to remove the item from the agenda. We do not have the 2/3 majority to amend the agenda ourselves. What are our options under the rules?
  6. RONR p. 496 ll. 12-17 The general membership ordinarily meets annually. Our motion to appoint a special committee allows for the chairman to select the committee members after adjournment. Can the special committee therefore act between meetings? If not, how can this be accomplished? (There is also a provision in our motion that a special meeting of the membership will be called to receive the special committee's report.)
  7. The directors serve on a rotational basis for a three year term with a provision in the bylaw for a 1 year extension. In our case there will only be three vacancies to be filled at the AGM. However, if the number is fixed (to 9 for example) there will, in fact, be a surplus. What becomes of them?
  8. This could be an issue at our AGM in two week's time. If, in the membership's wisdom, the number of directors is reduced, what becomes of the surplus directors? (Old posts never die!)
  9. The motion to appoint (establish) a special committee of the membership at the AGM.
  10. Our member group is preparing a motion for consideration by the membership at its upcoming AGM. The motion is to appoint a special committee of the membership (in effect a bylaw committee) to make recommendations for changes to the bylaws. We have determined, with the advice of legal counsel, that our bylaw gives the membership authority to establish committees. However, as mentioned in my previous posts, only the Board has the authority to amend the bylaw even though the membership must later confirm any changes, failing which they cease to have effect. Only at the time of confirmation, may the membership further amend the bylaw amendments adopted by the Board. In light of the above, there would ordinarily be no need for a bylaw committee of the membership since the Board constitutes its on ad hoc bylaw committee. However, our objective is to formally present our position to the Board (which, at present, opposes us). Our member group now represents a majority - but less than 2/3 - of the entire membership. If the motion is offered at the AGM, it is more than likely to be adopted. (We would not be in this advantageous position were it not for the invaluable assistance from members of this forum!) Question: Would our motion be in order?
  11. Only the Board has the right to amend our organization's bylaws. Any amendments must then be confirmed by a 2/3 vote by the general membership or they cease to be effective. However, at the time of confirmation - and only then - may the general membership make further amendments by subsidiary motions in accordance with the Rules. However, we have recently determined, with the advice of legal counsel as to interpretation, that our bylaws also gives the general membership the right to establish standing or special committees. The committee we want to ultimately establish is a committee with standing powers. However, given the significance of the changes involved, we want to proceed with caution at our AGM later this month. Our intention therefore was to make a motion constituting a special committee whose assigned task would be to consider and propose a plan for establishing such a standing committee with standing powers. If our motion to constitute a special committee is adopted by the general membership, the Board would later be able to constitute on its own such a standing committee (not to our liking) by "other means" (i.e. resolution) as per the citation in the OP. If it did so, what would then be "in effect a standing rule", would not be enumerated in the bylaws and the general membership would never be unable to amend it.How can we use this newly discovered power to constitute a committee to accomplish our ultimate objective in a responsible way without unintended consequences? I know it's complicated, Josh, but you asked!
  12. If a standing committee with standing authority is constituted by a specific provision of the bylaws it would be enumerated in the organization's bylaws. However, if constituted by resolution, is it nonetheless enumerated in the bylaws under any special rules of order? (RONR p 491 ll. 6-8)
  13. Is it in order for new members who were not members of a society at the time of adjournment to attend the adjourned meeting?
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