Jump to content
The Official RONR Q & A Forums


  • Content Count

  • Joined

  • Last visited

Recent Profile Visitors

340 profile views
  1. Thank you gentlemen for your speedy and good advice. Yoram
  2. We are an association of journalists. Our Bylaws detail how members should renew their active status, annually, by submitting proof of current published work ("clippings"). The bylaw says: ..".Submit six original clippings...from the preceding twelve months (July 1 through June 30)". A proposed change is to add the following language, not by going through the mandated bylaw change procedure, but by a simple motion: ..."and must be based on...press conferences ... occurring during the period starting January 1st prior to the qualifying fiscal year (e.g. an 18 month period) to qualify as clippings; stories based on and photographs taken during activities occurring prior to that 18-month period may not be submitted" Those objecting to this proposed motion say that you cannot make any change to our bylaws, no matter how minor, unless you do it by a proper bylaw amendment, as required by our bylaws. Those supporting this proposed motion say that it simply "clarifies" the current bylaw and that all it takes to add that clarifying language to the bylaws is a simple motion. What say you, please?
  3. A BYLAW CHANGE - AMENDMENT WAS PRESENTED FOR A FIRST READING. For the second reading, the author introduced some changes in the text. How do we handle it? Acceptable? Or does it becomes a (new) first reading? Or? Thanks.
  4. OUR organization holds lectures, seminars,meetings etc. In order to motivate members to show up and participate, we moved and resolved that members who do not attend a certain number of such events each year, will not be eligible to work for the organization and get paid. So far so good, but: The e.g. after '" no member may be employed (PAID) by the association in any capacity" enumerated: "(Officer, committee member, ..writing for the website" etc.)" Here is the problem: Our bylaws list the four officers, and describes their duties and compensation.. Does this new motion improperly amends the bylaws as to 'officers' , and hence is null and void (only as to 'Officers')? Thanks.
  5. IN OUR SMALL (90) ORGANIZATION, a controversial motion is coming up soon for a discussion and a vote. Some members are concerned about intimidation, and would like to have a VOTE BY BALLOT. What is the proper way to go about it? What is the correct motion (THAT THE VOTE ON THIS MATTER SHALL BE BY BALLOT)? When to make it? Who may make it? What form? What it takes for it to pass? Sorry, but couldn't google this out of the internet... Thanks, Yoram
  6. " I would add that the above answers are correct, but only with respect to Robert's Rules. In many corporate law statutes, it is set out that a member consents to a meeting being held, and can't later object to it, if they attend the meeting and do not raise an objection at the time. An organization may also set this out in its bylaws. However, if the bylaws are silent on the matter, and the organization has adopted Robert's Rules, then there is no such thing as consenting to an invalid meeting being held, and it is simply invalid even if the objector is someone who argued it was valid and later changed their mind. " THANK YOU ALEXIS HUNT. This is exactly the "gotcha" that our in house legal advisor tried to pull. He quoted the California Corporate Law... Not only is this wrong- and I agree with you here- but it was a neat attempt at misdirection. (Even if the CC holds, which it does not, nothing stops a member who was not at the meeting and did not sign the attendance sheet, from raising that objection). But Timely objection is not the issue. And he knew it- he personally went around with the attendance making sure that everybody signs. The attendance sheet is always left, un attended, on a table at the entrance., The issue here is , of course, the violation of the bylaws. By our hired lawyer, !. Y.
  7. Amen to that. The leadership is elected annually. But the In House Counsel/Legal advisor is on a contract that is not easy to terminate. However... Y.
  8. Thanks your comments. The main issue here is that the Association leadership- President, Secretary, Parliamentarian, COO who is a lawyer, our in house legal counsel, are the ones who flaunt and violate bedrock bylaws, out of ignorance [the elected member-secretary] or willfully [the lawyer]. The security patrol we hired and paid to protect us is burglarizing our house. In this case it is an improper notice. (The bylaw says ten days' notice , the secretary sent it in seven) In another case [ actually twice ] it was ordering open voting, by raising hands, when the bylaws say clearly 'by ballot'. And then, when called, there is no admission, no retraction , just a "gotcha"- You, a member, should have objected there and then, even if the ones in charge violated, or were asleep at the wheel. and if you did not, then we -the guardians- get a get out of jail free card. No. Yoram
  9. A NOTICE was given about a special meeting. It was not given properly. The Bylaws say, among other things, "ten days". The notice was given seven days before the meeting. This validity question is not about the meeting itself- nothing was discussed or voted on. It was a forum for candidates for office to address the members/voters and answer questions. However, the Secretary announced that this special meeting will be eligible to be counted as one of five general meetings that each member must attend a year, to maintain active status. The tally will be held later in the year, so while the meeting is over and done, the matter is still very much open. A member raised an objection a few weeks after the meeting. He pointed out that with improperly given notice, the meeting is not valid, and cannot be counted. The reply: You did not object at the start of the meeting. You signed the attendance sheet. "Gotcha". This seems to be nonsense. A. Any other member who did not attend the meeting, and did not sign, may raise a valid objection , according to this theory? B. Also, if the objection is not to holding the (improperly noticed ) meeting, but to using it for counting purposes at a much later date, why can't a member who did attend the meeting raise the ( valid) objection after the end of the meeting but before the counting ? Or does "gotcha" rule? Thank you. Yoram
  10. yoram kahana Sat 6/1/2019 4:30 PM Our Association's bylaw says this about giving notice for a meeting: "Section 9.4. Notice of Meetings. Notice of any Membership Meeting, specifying the date, time and location thereof, shall be given to each member by written notice sent by first class mail or by electronic transmission (including facsimile, e-mail and text message) at least ten days in advance. " The secretary sent out an email notice to all members , but only seven days before the meeting. When challenged, the excuse was that the meeting was included in the two week calendar that goes out, also by email, to all members. This calendar went out two weeks before the meeting date. The calendar lists all our activities for a two week period,on one page, divided in 14, each day in a box, with the briefest mention of each activity [space...]. The box for May 10 had: --------------------------------------------- May 10 11 AM : Candidates' Forum ( Association's Office) 1 PM Lunch ( Association's Office) ------------------------------------------------------------- Was this calendar listing a proper notice as required by the bylaw? Thank you Yoram yoram kahana Sat 6/1/2019 4:30 PM
  11. The Board recommended punishment. The general membership voted improperly. Instead of a vote by ballot, as mandated, the vote was open, by raising of hands. The vote was later ruled null and void. Can the proposed sentence be brought again for a new vote (this time properly, by ballot), Or will this be considered double jeopardy,a second bite at the apple, and the matter should be sealed and buried? Thank you.
  12. Our bylaws say that a special membership meeting calls for "..a notice shall be given...at least ten days in advance..." We are expecting that we will have to decide and vote on a contract soon. The Chairman of the Board announced at the last General Meeting that we will need to act faster,and said: "I propose to suspend the rules and change the notice to three days. All in favor raise your hand" , and that was that. Proper? Valid? Binding? Thank you.
  13. At a board meeting, the president said: You understand that this next matter will be an executive session. And the discussion started. No formal motion, no second, no vote. Was this a proper and valid executive session? Are the participants bound ? Thank you.
  • Create New...