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Richard Brown

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  1. @Tomm We seem to have a conflict here. In one sentence you say this: Ok, so far so good, but then in the next sentence you say this: So which is it? Who (which body) has the power to amend the bylaws? The membership or the board of directors? Or are you saying that only the membership can amend the articles of incorporation and only the Board of Directors can amend the bylaws? I might add that I believe several of us are waiting for you to answer the question about how the organization has been functioning and how the membership has been electing a Board of Directors when it hasn’t had a quorum at a meeting in 11 years. Has the organization just been ignoring the quorum requirement?
  2. Perhaps it’s a bit unusual, but here is an example. Assume a rather important and perhaps complex or controversial motion is adopted early in a meeting. Later, near the end of the meeting, there is a motion to reconsider the previously adopted motion. It is substantially modified upon being reconsidered or might even be defeated upon reconsideration. Over time, perhaps months or even years later, a question arises whether the original motion was ever adopted. It is quite possible that the person reviewing the old minutes to determine whether the motion was ever adopted would find where the motion was in fact adopted early in the meeting. Assume that this organization keeps long and detailed minutes, as many do, sometimes consisting of several pages. It is quite possible that the person doing research, once he finds the paragraph stating that the motion was adopted, will stop reading and will never see the paragraph much further down in the minutes which says the motion was defeated upon reconsideration. Perhaps that situation is a bit unusual, but I have actually seen it happen. It is an argument that can be made for deviating from a strictly chronological recording of the minutes at least in certain circumstances.
  3. How has your membership been conducting business and electing officers for 11 years without a quorum? Has the organization just been ignoring the quorum requirement?
  4. Not that this would change your answer, but the troublesome provision is in the articles of incorporation, not the bylaws. The proper procedure for amending them must still be followed.
  5. I think RONR is clear that minutes do not necessarily have to be in chronological order, but that is certainly the most common way of doing them.
  6. Yes. Per page 507 at lines 4 - 19, The same rules apply and no second is necessary if the reporting member makes the motion on behalf of the board or committee. See particularly lines 17-19.
  7. Guest Cecilia, since your question is on a slightly different subject, please ask it by starting a new topic.
  8. @Weldon Merritt thank you for posting that! I know I have it saved somewhere, but did not know where to find it and did not have the time to look for it when I responded earlier. It is very good advice. I miss Dr. Stackpole. He is one of the people who I was most excited to meet at my first NAP convention. It was in San Antonio in 2003 or thereabouts.
  9. Having served on the in NAP bylaws committee for the last two terms (four years), I agree with Mr. Katz. I can’t speak for the Texas Association of Parliamentarians (TSAP), but the NAP bylaws can only be amended by the delegates at a convention. There are no provisions for holding an electronic convention. It’s an intriguing thought, however!
  10. Question: Is the position of "past president" actually an elected position in this organization? RONR does not define what a "past president is". However, speaking personally, I think the vast majority of us (maybe all of us) who regularly contribute to this forum would say a past president is anyone who has ever been president, regardless of the reason why he or she is no longer president and regardless of how long ago he was president. Therefore, you might well have several past presidents in your organization. The more common situation has to do with the definition of "Immediate Past President" (or IPP) because the bylaws of many organizations include him on their executive boards or assign some particular duty to him, but do not define who is and is not an immediate past president. Again, if the bylaws are silent, and speaking personally, I think you will find that the vast majority of contributors to this forum will tell you that we consider the immediate past president to be the person who was most recently president, regardless of how long he was president or the reason why he is no longer president. If a president resigns or is removed from office part way through his term, it is my opinion that he immediately and instantly becomes the immediate past president. If he served for only one day and resigns or is removed, he is still the immediate past president and entitled to whatever perks the organization affords to the immediate past president... even replacing the previous immediate past president on the board part way through his term. Ultimately, it is up to your organization to interpret its own bylaws. We cannot do that for you. If this is causing a problem... as it often does... you should consider either defining the term or just do away with the position. The immediate past president (or some other past president) can be appointed to some important committee chairmanship if it is believed that it is in the best interest of the organization. Most of the regular contributors to this forum believe it is best to just do away with the position.
  11. I’m not going to be so quick to say you will not have officers when the two years are up without a little more information. I think we need to know more about exactly what the bylaws say and also whether this organization is incorporated. For example, do the bylaws say anything about officers serving until their successors are elected or about when new officers assume office? If so, please quote that language verbatim. Do they say anything about officers serving until the next convention? if so, please quote that language verbatim Is this organization incorporated? If so, have an attorney check your state’s corporation laws for a provision stating that officers serve until their successors are elected.
  12. I think we need to more about the exact wording of guest Alpo’s bylaws regarding nominations, elections and voting before we can properly answer his question.
  13. I would think that a simple request would normally suffice. If the secretary refuses, a motion to grant you access might be required. I don’t think the provision in RONR re the assembly adopting a motion to read the minutes of an executive board meeting aloud to the membership is applicable here. In addition, if this organization is incorporated, there might be an applicable statute providing that members have the right to inspect the records of the corporation. I would start with a simple request to the secretary. If the secretary refuses, go to the president. If you strike out there, then you may have to make a motion that you be granted access. I would take the position that the sign in sheets are records of the organization that the members are entitled to inspect.
  14. I’m beginning to think that question and answer 107 on page 452 of Parliamentary Law might have applicability in a situation such as this.
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