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Richard Brown

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  1. If every Board member signs it and if it is expressly permitted under state law, that might be a viable option. However, don’t you have at least one member who is objecting to what the board did? Will he sign the unanimous consent to action taken in lieu of a meeting? RONR makes no provision for such an action, but if state law provides for it it might be permissible. I’m not so sure about giving it an effective date prior to November 14, however.I’m not so sure about giving it an effective date prior to November 14, however.
  2. I interpret Principles of Interpretation 5 and 6 in precisely the opposite way that you do. If the bylaws remove only the right to vote, then all other rights remain. I suggest that those who are following this discussion with interest do a simple search of the forum for some of the many times we have had this discussion. The question comes up regularly. The result is almost always that most of us are in agreement that non-voting members (or all members) retain all of the rights of membership except for those rights that have been specifically excluded. I made one quick search u
  3. I'm not aware of any such rule. Can you provide a citation? In fact, it is my understanding that the more common position is that all members have all rights of membership except for those rights which have been specifically removed. I do agree that the bylaws should be specific as to what rights such "non-voting members" do retain. Ultimately this is probably a matter of bylaws interpretation, something only the members of the organization can do. I will add, for whatever it is worth, that an assembly may grant non-members the right to participate in debate and, presumably, the ri
  4. Paul, that is incorrect. You are wrong. Several of us, including the lead author of the last three additions of RONR, Dan Honemann, have tried to explain that to you but you simply will not accept it. i’m giving up on this one. Perhaps someone else can get Paul to understand.
  5. Yes. Some state legislatures have enacted similar legislation. Some legislation applies only to for-profit corporations, but some also applies to nonprofit corporations.
  6. Guest Puzzleing raises a valid point. I also wondered about the rather strange language that both the member who made the motion and the member who seconded the motion had been “replaced” but I did not connect all of the dots at the time. Guest Daniel Levy, can you explain? Was this a board of some type, such as an executive board or executive committee? Why were the members replaced? Did their terms expire and they were replaced because of an election? if that’s the case, then the motion did indeed fall to the ground and must be made again in order to be adopted.
  7. The member who made the motion at the meeting is the one who is recorded as having made the motion.
  8. @J. J. haven’t we discussed this recently in the forum? Edited to add: or was it discussed at a recent function, such as the recent in NAP national training conference?
  9. Thank you, Greg! I was about to contact you myself to ask for a copy! Thank you for doing that!
  10. I don't have time to search the forum for this, but I believe there have been recent threads wherein there was general agreement that the bylaws CAN be amended to retroactively authorize (or legitimize) something that was previously prohibited. (It's also possible that this discussion took place in a recent workshop I attended).
  11. @Sidd M I feel compelled to clarify my position somewhat. I have been operating under the assumption that either the date set for the meeting has turned out to be a bad date for a large number of members or that a majority of the members see no need to meet at all. If that is not the case and you want to cancel the meeting for personal reasons but a large number of members still want to have the meeting, then it is probably best to have the meeting as scheduled. You can still have someone move to set an adjourned meeting or simply to adjourn immediately after the meeting is called to o
  12. I have wanted to make the same suggestion that J.J. just made above to have a "pro forma" meeting at the time and place originally scheduled and then to immediately set an adjourned meeting using the motion "to fix the time to which to adjourn", but was waiting for more information from the Original Poster. Doing that can be done without a quorum. In fact, only one or two or at most three members need show up: One to call the meeting to order and to serve as chair, one to make the motion to set an adjourned meeting, someone to second it, then vote on it or adopt it by unanimous consent, and
  13. I agree. Edited to add: Which means a majority vote if previous notice is given or a two thirds vote without previous notice (or, as an alternative, the vote of a majority of the entire membership).
  14. I agree in part and disagree in part with JJ and Mr. Martin. I disagree completely with Mr. Elsman. The process and vote required for abolishing or dissolving this committee depends upon the exact purpose and authority that was given to it by the motion which created it. If it has certain powers to act for and on behalf of the board or the organization, then it would require the same Vote as would be required to rescind a special rule of order, namely, previous notice and a 2/3 vote or, in the alternative, the vote of a majority of the entire membership. However, if this commit
  15. This is assuming that the bylaws do not authorize the creation of additional standing committees. There is nothing in Koleens post to indicate that is the case.
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