Richard Brown

Some more information would be helpful. For starters, is this a nonprofit corporation or a business corporation? I ask because you made several references to employees. Second, are these employees members of the organization? Members of the board? If they are not members of the board, they would be treated as nonmembers or guests of the board per the rules in RONR and do not have the right to even be present at board meetings, much less to speak, unless you have a customized rule which permits it or the Board has granted them permission to attend and/or speak. Was the meeting conducted in executive (secret) session? It sounds like maybe it was. Executive sessions are customary when disciplinary matters and personnel matters are discussed. RONR contains no rules regarding recording of meetings. This is something that is up to the organization to decide for itself. Do you have a rule on the subject, or is the recording of meetings just a custom? Any member could have made a motion that the meeting be recorded. Any board member who took issue with any aspect of the chairman's actions or rulings could have and should have made an immediate point of order. The chair would rule on the point of order and his ruling could be appealed to the assembly on the motion of one member and a second. It requires a majority vote to overrule the chair. Edited to add I agree with the comments above by Rob Elsman. He stated it much more succinctly than I did. 🙂

Yes. That is up to you. Any statement or discussion as to what is and is not changing should either be set out in a separate document or brought up during debate. A notation of what is and is not changing should not be noted in the bylaw document itself. Personally, I think it is a good idea to point out to the members what is and isn’t changing. If you have a separate document explaining the changes, you can put it there. If not, it can be done in a preparatory statement, such as the report of the bylaws committee, prior to debate or it can be done during debate. No.

Others on here would have better information, but I think Toastmasters International does.

Ahh, that makes sense. Thank you!

So why not edit the post and put the "not" in?? I thought we had gotten pretty good at fixing those irritating "not" holes!! What JJ meant to say is: " It would not need to be suspended; the majority can reopen nominations by a majority vote. See pp. 288-9."

I think such a motion would be in order, but I'm anxious to see if anyone disagrees.

Guest Mary Ann Knight referred to it as a "Temporary new class of membership" in the title to her post, but I don't think that is conclusive as to whether it actually *is* a new class of membership. She hasn't said anything to indicate that there is anything to distinguish this group of new members from other members except the fact that new members who join during a prescribed period of time will pay reduced dues. Since the Board has the authority to set dues, I see this as properly within the authority of the Board to do without creating an actual new class of membership.

It would apply to many of them, yes, but maybe not all. For example, a rule in the bylaws calling for the vote to be by secret ballot cannot be suspended. Neither can a rule requiring officers to be elected by majority vote, but a rule requiring a majority vote for other non-officer elections can be suspended. It gets rather technical and complicated, unfortunately.

I don't know that you are actually creating a separate class of membership. If your bylaws give the Board the authority to set the dues with no restrictions, it seems to me the board can decide to lower the dues for all new members who join during whatever time period the board specifies. So, I suppose I agree with Dr. Kapur in the sense that you might be able to accomplish what you want to do without a bylaws amendment. If it is your intent that this new group of members constitute a new "class" of membership, then that would require a bylaw amendment as Mr. Mervosh suggested. Based on what you have stated, though, I don't see where this is a different class. My understanding of what you said is that these particular members are just being charged a lower membership fee than existing members for a certain period of time.

Knowing the precise language of your bylaws regarding a vacancy in the office of president (and also the provisions dealing with the vice president) would be helpful. If your bylaws are worded as RONR suggests, the vice president BECAME president as soon as the president's resignation became effective. RONR makes no provision for an immediate past president. It is ultimately up to the members of your non-profit social club to interpret its own bylaws, but it seems to me that the person who became president to fill the vacancy until the elections and was elected vice president again is the immediate past president. He is the most recent person to serve as president, isn't he? Ultimately, though, it is up to the members of your organization, not those of us on this forum, to interpret its bylaws and to determine who is the immediate past president.

You might look at pages 15-17 and pages 263-265 for some additional information. Also, if you search this forum, you fill find several threads discussing bylaws in the nature of rules of order. RONR does state that rules in the bylaws requiring a ballot vote cannot be suspended. In addition, rules in the bylaws setting out the qualifications for holding office cannot be suspended. Rules setting out notice requirements and rules protecting absentees cannot be suspended except in very rare situations, such as when all members are present and there are no absentees to protect.

No. Qualifications for office cannot be waived or suspended. Neither can bylaws except when a bylaw provision provides for its own suspension or if the bylaw provision is in the nature of a rule of order. The bylaw provisions you referred to are not in the nature of rules of order and cannot be suspended.

I agree. The police will not get involved in something like this unless there is some way to charge the former secretary or treasurer with a crime. Getting them to turn over documents you need is a civil matter for which you need a lawyer if persuasion doesn't work. In reality, it is hard to force someone like a former officer to turn over records you need. Once they tell the judge "I don't know what happened to those documents. Someone must have thrown them away. I don't have them any more", what are you or a judge going to do? If they admit they have the documents but refuse to turn them over, they can be held in contempt of court until they comply with the court order. But if they say they don't have them any more, there isn't much a judge or anyone else can do. Perhaps you can sue them for damages, such as the expense of re-creating the missing documents. Maybe a properly worded letter from an attorney will persuade them that they don't want the hassle and expense of a lawsuit. Those are questions for your attorney. Finally, you must also determine whether your organization is willing to incur the expense of an attorney and/or a lawsuit. I'm still of the opinion that friendly persuasion and offers of help are your best options. Only you know if you have exhausted those options.

Ah, true, but the report can say that the committee approved the expenditure. “The committee approved a contract with Sam Spendfast in the amount of $250 to provide music and serve as disc jockey for the party.”

I’m late to this particular party, but I believe there are circumstances in which a committee can approve expenditures of funds. An example which comes to mind is a committee appointed with power, such as the Christmas party committee being given a budget of $500 to put on the Christmas party. I think the committee has the power to decide how the $500 will be spent and to approve expenditures within the budgeted amount.

I agree. I am not at all a fan of the chair refusing to permit an appeal on the basis that his interpretation is the only reasonable interpretation and there cannot be any other interpretation. In the words of Dale Carnegie, that’s not exactly a good way to win friends and influence people. I think that an all but the most extreme cases it is better to simply permit the appeal.

Are you planning on giving us that page number?

Guest Sandy, i’m not as convinced as Mr. Elsman seems to be that you are at the point where you need to be consulting with an attorney. What steps has the organization taken to date to get the materials? What exactly does the secretary say when asked about the records? Has the treasurer been questioned about the concerns? If so, what was his response? The minutes and other records of the organization kept by the secretary are the property of the organization. The secretary might have been the custodian of the records, but it was for and on behalf of the organization. The secretary has a duty to turn the organization’s records over to the new secretary upon request. if you haven’t already done it, I would start with simple requests from both the president and the new secretary. You might also have one or two members who are friends of the former secretary To urge him or her to turn the records over. It might be that the records are in a state of disarray and the secretary is simply embarrassed to turn them over. Assuming the secretary is a member of the organization, you can also consider disciplinary action up to and including expulsion from membership. See chapter XX of RONR for 26 or so pages of detailed information on disciplinary procedures. You should be able to use pretty much the same approach with the treasurer. I am not a fan of just starting out with sternly worded letters. I believe you get much better results with friendly phone calls.

Hey, i’m glad I was able to provide a morning chuckle for so many friends .. and a few other folks who wonder what the heck is wrong with me!

Ditching the cell phone and using a real computer for posting would be the easiest option! The convenience of a cell phone is hard to give up, though! I was hoping to get that corrected before somebody copied and pasted it for all of eternity! 🙂

Yeah, I caught that just as soon as I posted it and tried correcting it but it was only making things worse. I finally deleted all but the first part of the first paragraph.

Most rules of order, with a few exceptions, can be suspended at a meeting. It depends upon the circumstances and the particular rule which it is desired to suspend.. Bylaws, with only a few exceptions, cannot be suspended. The most common exception is the one Alex M mentioned: Bylaw provisions which are in the nature of rules of order.

I agree. This is not an incomplete election, therefore, you must follow the provisions in your bylaws for filling vacancies.

I agree completely and was in the process of typing an answer that says so when Dr. Kapur posted his response. I also agree completely with this response and have been saying so from the very beginning. RONR is crystal clear that this is a permissible use of the motion to refer a matter to a committee.

Guest Zev, thank you for the citations. you might also read the material at the bottom of page 502 and top of 503 that I referred to and quoted from in a much earlier comment. I think it is clear in RONR that referring a matter to a special committee is an appropriate way of carrying a matter over from an outgoing board to the incoming board.