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  1. Thank you all for your input--I learn something every time I open RONR. Regarding the order of business in the bylaws, (I apologize for not seeing this in the first place) it is "for all regular meetings." Thank you
  2. Thanks Josh, I mean specifically not conducting business: it seems like a no-brainer, if a meeting doesn't meet the specs of State Law/Bylaws/RONR you can't conduct business. But where does it actually say that? Thank you
  3. Thank you, I suspected as much. Would you provide a reference to where in RONR this is spelled out?
  4. At our last regular board meeting there were two motions passed calling a special meeting: the first to have our attorney present at a special meeting to address questions regarding amendments to our bylaws, and the second to defer approval of the proposed bylaws amendments until the special meeting. Our bylaws require 15 days notice for any meeting of the board, however the date we set for the special meeting was less than 15 days after the regular meeting. Under the circumstances, what business (if any) can be transacted at the special meeting? Separately, our bylaws stipulate the agenda for every meeting--role call, reading of minutes, new members, finance report, committee reports... Do we follow that agenda at the special meeting? Thank you Adam
  5. Hello, our bylaws require notice of board meetings 15 days prior by mail or personal phone call. Notice of our upcoming meeting has already been given. In order to provide notice of a motion to rescind a motion adopted at our last meeting, can our corresponding secretary phone each board member, or is the motion required to be in writing? Thank you Adam
  6. Thank you. One final question: the dates for this year's board meetings were set at the meeting prior to the meeting at which the motion was adopted to set the date of the bylaws. Which takes precedence? Setting the dates was very casual, approved by general consent.
  7. Thank you Josh, your input has been immensely helpful. If on the off chance I am asked to substantiate my position regarding a revision and proper methods of amendment in the face of our 25 day notice requirement, besides handing over my copy of RONR, can I quote you? Adam
  8. Thank you Josh, regarding the method of presentation: is there a choice? We are sending the amended bylaws in their entirety to each member, as opposed to only the articles/sections containing amendments; my intent was to approach it as a revision, considering each section at a time and then, finally, adopting the revision. Is it also an option to adopt each section, one at a time? I believe I have misinterpreted RONR regarding Amending a Proposed Amendment to the Bylaws. Because of our "25 day notice," I assumed that an amendment could not be modified from the way it was presented to the membership, whereas a revision could; but it sounds like even a single amendment to the bylaws could be modified by a majority vote (then passed by 2/3 of those present) so long as the change was not out of "scope." Is there any provision within RONR that would allow me (or the board) to stop, pause or suspend the motion to mail the bylaws? I suspect that the majority of members would move to reconsider once presented with the legal opinion regarding a portion of the amended bylaws, however we make no provision for electronic meetings or emergency meetings. I would add that the board inadvertently set the date of the bylaws meeting on the same day as a scheduled board meeting--our bylaws prohibit the board from meeting before any general meeting except in the case of an emergency. Thank you
  9. Thank you all for your input. Josh, the changes proposed are substantial--nearly every article contains at least one revision, some are rewritten entirely--which I interpret as a revision. You've said "any amendment would fall within the scope. Do you mean that the amendments made during the meeting would not need to conform to the examples in RONR? For example, if the dues were set at $5, the amended dues were $10, a motion to change it to $15 would be in order? Regarding the proxies, our bylaws are silent as to whether or not the proxy votes count towards a quorum etc., except to say: Any regular member may authorize another person to act for him/her by proxy in all matters in which a member may participate Is it safe to assume then that they wouldn't count towards determining "members present"? Is there a legal precedent? JDStackpole, are you referring to determining what might or might not be in scope, in terms of motions to amend during the meeting called to adopt the amended bylaws? sMargaret, it is the latter; essentially the board directs the president to present the membership with the amendment(s). The membership adopts the amendment(s).
  10. Good morning; the homeowner's association I preside over is in the process of making substantial amendments to its bylaws, I have three questions related to the process. For reference, our bylaws state the following in regards to amending the bylaws: VOTE: All By-Laws of the Corporation shall be subject to amendment or repeal, and new By-Laws may be made, by a two-thirds vote of those members in good standing present at a general meeting or a special meeting of the members, called for such purposes. PROCEDURE: Upon approval of the Board of Directors, the President shall present to the general membership, the changes in the By-Laws so made, amended, or repealed, together with a concise statement of the changes, at a meeting of the members called for such purpose. These changes shall be mailed to each regular member at least twenty-five (25) days prior to the meeting. 1) at our most recent board meeting, the board approved the amended bylaws and set a date for the special meeting. Several board members not in attendance that day have raised a great hue and cry regarding some language added to the bylaws regarding membership, which may in fact have a significant negative impact on our association. I'll save you the backstory, suffice to say that I have not yet instructed the corresponding secretary to mail the bylaws until I have heard back from our attorney. I fear that I am violating something; it's not really my call to send/not send the document, now that the board has voted, correct? However, three members have agreed that a special meeting is called for, which meets our requirements for calling a special meeting; can I then suspend the action of the board to accommodate a special meeting? 2) I have interpreted Chapter XVIII (Bylaws), Sec. 57 of RONR to mean that, during our deliberation of the amendments to the bylaws, we can go through the document section by section and (slightly) amend the language by motions subject to a majority vote. Once we have reached the end, the document (as amended during the proceeding) would be subject to a 2/3 vote of those present. However, several members of our community (including one fairly well versed in the workings of deliberative bodies) insist that any change to the document must be mailed 25 days in advance; that the amended bylaws as approved by the board and mailed 25 days in advance cannot be altered in any way--doing so requires the process to repeat. Which is correct? 3) Our bylaws allow for the use of proxy votes. Some have interpreted "2/3 of those members present" to mean that proxies cannot be counted, because that member is not present. Is that correct? I suspect not, which leads me to wonder, are the proxies counted as a member "present" and thus part of the total number we figure the 2/3 from? Thank you for your time Adam
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