Richard Brown

I disagree with your president. If your bylaws permit participating in board meetings by telephone, then that would include voting unless your bylaws specifically provide otherwise.

I tend to agree with Mr. Katz.  I would treat it as a motion to postpone definitely (to a definite) time, but with that time being only until the next meeting, as that is as far as you can postpone it. 

A similar issue has come up in the forum as to what is the status of a motion that has improperly been postponed until a time too far.  I believe the majority opinion in here is that it should be considered as having been postponed for one meeting, since it cannot be postponed beyond that.

Keep checking back to see if others respond. 

Your bylaws can also grant authority to a smaller body, such as a committee or board, to determine from time to time which groups shall be considered "constituent groups".  Or the bylaws can grant that authority to whatever group is considered the "general membership" of that group.   I don't understand your structure, so it is hard to be more specific.

1 hour ago, Guest Jason said:

That is exactly what he believes. He is saying that he won't allow conversation on this for a while.

Can you site site where I could look to prove him wrong. 

Well, we have a couple (or more) major problems here.  First, I question whether the motion to " postpone until amended project representing only X and Y streets is presented" was proper unless it was expected that the amended project would be presented at the same meeting or possibly at the next meeting.  It is improper to postpone a question beyond the next session, which, in this case, is probably the next meeting.   Except when being postponed until later in the same meeting, a motion to postpone to a definite time is usually made for a specific date or time.  But, the motion to postpone it in this unusual manner was adopted.   I'm not sure what the status of such an unorthodox motion is now, but I'm inclined to treat it as a postponement until the next meeting. 

Second issue:  The conversation has somehow shifted from a postponement to being "laid on the table".  If it is treated as being laid on the table, it dies if not taken off the table by the end of the next session.  ANY member may move to take a motion from the table.  The person who made the original motion or the motion to "postpone" (or to "table") has no more say than any other member.  As Josh said, he does not own the motion.  It is under the control of the assembly, not a single member.

Whichever is the case, no one member is in control of the motion.  Councilman # 4 cannot single handedly prevent it from coming back.

You asked for a citation.  As to taking from the table (not that I agree that the motion was ever laid on the table) is in RONR at page 123.  The pertinent part reads as follows.  I will bold and highlight the key provision:

"TAKING A QUESTION FROM THE TABLE. Rules affecting the motion to Lay on the Table are closely related to the motion to Take from the Table (34). After a question has been laid on the table, it can be taken from the table by a majority vote as soon as the interrupting business is disposed of and whenever no question is pending, provided that business of the same class as the question on the table, unfinished business, general orders, or new business is in order.
Any member can move to take a question from the table in a regular meeting or in a meeting that is an adjournment (9) of a regular meeting."  (Emphasis added).

If the motion was postponed until a certain time, as opposed to having been laid on the table, it should be brought up automatically by the chair under "unfinished business and general orders"   If the chair fails to bring it up, any member may bring it up by making a point of order.  So, again, councilman # 4 has no control over it.  The motion to "postpone to a definite time" is covered in RONR on pages 179 - 191.

I tend to agree with Mr. Gerber. This is the lawyer in me coming out, but I am of the opinion that once a motion to approve the contract has been adopted and the contract has been signed or the other party has been notified that the  offer/bid has been accepted, the motion to approve or accept the bid or contract has been fully carried out and cannot be rescinded.

A motion could perhaps be adopted to terminate the contract, but I believe it is too late to rescind it once it has been accepted and the other party has been notified.

Yes, you can amend your bylaws to provide for just about anything you want to within the bounds of the law. Provisions in your bylaws take precedence over RONR .

39 minutes ago, Guest Guest Maya said:

Where can I find this info.

which guide book and/or website?

In this book:

http://www.robertsrules.com/book.html

And in this one: 

http://www.robertsrules.com/inbrief.html

Edited to add: if you are truly unfamiliar with parliamentary procedure and Roberts Rules of Order, an excellent book to help you understand it is "Roberts Rules for Dummies" by C. Alan Jennings , a highly respected professional Parliamentarian who writes using easy to understand language. Note: it is a book ABOUT Roberts Rules of Order and is not intended to be cited as a parliamentary authority.

https://www.amazon.com/gp/aw/d/1119241715/ref=mp_s_a_1_1?ie=UTF8&qid=1490828261&sr=8-1&pi=AC_SX236_SY340_FMwebp_QL65&keywords=roberts+rules+for+dummies

Dennis, I have not been able to find the thread that I think I saw in one of the RONR forums.  Perhaps I read about it in a recent issue of NAP's National Parliamentarian.  And perhaps the thread has been deleted.

However, I did a Google search and found information on the Florida Condo statute.  Here are a couple of links that  may get you started on your quest to determine whether to keep a nominating committee.  I'm sure you can expand the search considerably.  I know I've read more about it, I just can't remember where I read it.

https://www.hoaleader.com/public/470.cfm

http://www.myfloridalicense.com/dbpr/lsc/documents/electionbrochureenglishmaster06092010.pdf

48 minutes ago, Dennis Clark said:

Our Association is considering doing away with the Nominating Committee as the method of nomination of its officers.  I would really like to have some feedback from some folks who work with various groups around the country to get arguments for and against using that method as opposed say to having potential nominees nominated from the floor at the annual committee. . . .  (Remainder of post omitted)

Dennis, within the past couple of months or so there was a thread about this issue in either the general discussion or advanced forum.  The original poster made reference to what I believe is a Florida  statute regarding homeowner or condominium associations which specifically prohibits the use of nominating committees.  If you dig deeper into the rationale behind the statute, it might help with your decision.  

If I have time later, I'll search the forum for that  thread.  But, if  you want to search for it yourself, the key search terms would probably be "nominating committee" and "Florida".  I think a link to the statute was posted in the thread.  As i dug into it, it made for interesting reading. There are articles about that Florida statute.

55 minutes ago, Guest ryandmcc said:

. . .  Is there a difference if they fail to act?

If they refuse to act at all, as opposed to just refusing to confirm specific appointments, the membership might believe that the members of the executive committee are refusing to perform their duties and subject them to censure, removal from office, or even expulsion.  Anything beyond censure gets tricky.  Chapter XX in RONR (the chapter on discipline) devotes 26 pages to disciplinary procedures.  Your bylaws will also likely have a say on what you can do and how you have to go about it.  But, you probably aren't helpless.  RONR does provide remedies for such obstinance.

Even if the executive committee is taking up the appointments but is routinely refusing every appointment of the president, if the membership believes they are not acting in the best interests of the society, the membership likely has the remedies I mentioned above. 

Another option, of course, is the one suggested by Mr. Huynh:  The president can try appointing people whom the executive committee will approve.

And if it is the president who is being difficult, he is likely subject to discipline or removal from office as well.

24 minutes ago, Kim Goldsworthy said:

If that interpretation were true, then you must answer the question,

"By what vote threshold may the General Body adopt an amendment to the bylaws?"

 

By the vote threshold specified in RONR in cases where the bylaws are silent.  RONR requires previous notice (as do these bylaws) and a two thirds vote or the vote of a majority of the membership to adopt a bylaw amendment when the bylaws are silent as to the vote required. RONR page 102 122

1 hour ago, Tom Coronite said:

I can certainly see where the Board of Trustees is given authority to amend the bylaws.

I certainly see where (B) only mentions proposal rights for a member of the General Body.

But are we to totally disregard "These Bylaws shall be formulated and amended by the Board of Trustees (BOT) or by the General Body pursuant to the procedure stated below" ?

If it said "These Bylaws shall be formulated and amended pursuant to the procedure stated below" and then gave the Board of Trustees amending rights and the General Body only approval rights, that would certainly be clearer. But what is one to make of "or by the General Body" when it specifically applies to the preceding formulation and amending?

 

I think Mr. Coronite is raising a legitimate point.  Bylaw Article VII and Bylaw # 23, when read in its entirety and taken as a whole, DOES seem to say that the bylaws can be amended by EITHER the Board of Trustees (with a vote of two thirds of the full board) OR by the general body, presumably at an annual general body meeting. 

So, the bylaws so seem to say in TWO places that they can be amended by the Board or the general body.  You have to read Article VII and "Bylaw 23" in its entirety.  Here it is.  I have highlighted what I think is a key provision in the first sentence of "Bylaw 23: Amendments".

7 hours ago, Upen said:

 

 CONSTITUTION

ARTICLE VII

BYLAWS

 

Functioning of this organization shall be in accordance with this Constitution and its Bylaws.  The Bylaws can be amended by a two thirds (2/3) majority of the members of the full Board of Trustees.

 

BYLAW 23:  AMENDMENTS

These Bylaws shall be formulated and amended by the Board of Trustees (BOT) or by the General Body pursuant to the procedure stated below:

 

A.      The Board of Trustees can amend these By-laws provided it is passed by a two-thirds (2/3) membership of the full Board of Trustees (BOT), without proxy in a duly convened BOT meeting

B.       Any member with voting rights can propose an amendment to these By-laws at duly convened General Body Meeting, provided it is supported in writing by ten percent (10%) of each category of members with voting rights. Such proposals must be submitted to the Secretary at least 30 days prior to the Annual General Body Meeting.

 

I agree with Tom Coronite.   I believe the bylaws provide that the bylaws can be amended by EITHER the Board or the general membership.  I think it is clear that Section B has no application to amendments by the board and clearly applies to  amendments by the general membership (general body).

It is ultimately up to the members of the society itself to interpret Article VII and "Bylaw 23".

Yes. An adopted motion may generally be rescinded as long as it has not already been fully carried out. If it has been partially executed, the unexecuted portions may be rescinded.

Edited to add: I agree with Mr. Honemann's answer. I had started typing a response before anyone else had responded but was interrupted by a phone call and did not realize he had responded.

I agree with Mr. Katz that this is ultimately a bylaws interpretation question.  That is something only your organization can do.  We cannot interpret your bylaws for you. We can, and sometimes do, give our own opinion based on what has been posted, but it is just that:  our personal opinion.  It doesn't count.  It is the opinions of your members that count. They know the history of the organization and are more likely to know what was intended by a particular bylaw provision.

Now, having said all that, I will say that my own opinion, based on what you have posted, is the same as yours and is based on the same rationale.  But, again, it's the opinions of your members that count.

Per RONR, only members of the body that is meeting may speak in debate.  However, the body may adopt a rule governing remarks/presentations by the executive director.  It is quite common for an executive director to attend board meetings and to participate to at least some degree.  If he isn't an actual member of the body that is meeting, they can grant him permission to speak and address the body by a majority vote and, by a two thirds vote they can grant him permission to participate in debate.  Either action can also be done by unanimous consent without a vote.

The participation of an executive director varies substantially from one organization to another. 

LSCHelper, pay close attention to the last part of Dinner Guest's post:  "As long as no action has been taken which cannot be undone."  If you have already notified the other party that you have accepted the bid proposal, you could have legal problems if you try to "undo" it.  That is a legal question that is outside the scope of this forum.

1 hour ago, Ariann Pradia McCoy said:

This is what the bylaw currently states:

 D. On-Leave Members
On-Leave Members are those who have met all financial obligations and/or active members in good standing may request a one-year leave of absence. A member who is eligible for a leave of absence must declare her intentions by letter to the Membership committee by December 1st. If approved, the member will assume “leave of absence” status at the beginning of the fiscal year.
 

The membership voted to grant her LOA after the December 1st deadline.  Did they violate the bylaw?  If so, what can be done to correct the mistake?

I think  it is ultimately up to your organization to interpret its own bylaws, including this provision.  It does appear to me, however, that if the member notified the Membership Committee  by December 1, there is no problem even if the request was acted on later.  It will be up to your organization to determine it this rule is in he nature of a rule  of order or a standing rule (even though contained in the bylaws) and may therefore be suspended.

There is no rule in RONR about recording meetings. That would be governed by your own rules and applicable state law, if any. No rule in RONR are either permits it nor prohibits it. RONR is silent on that topic except to say that a recording device can be helpful to the secretary in preparing minutes. It also says that a recording is not a substitute for minutes.

Edited to clarify:  Actually, RONR says that a TRANSCRIPT of the recording should not take the place of official minutes.

Guest Kelly B may be long gone by now, but I agree with Mr Goldsworthy. Unless the bylaws provide some other method of determining who is a past president or immediate past president, anyone who served as president for even a moment is a past president. And the last person who served as president, even if for only a moment, is the immediate past president.

I think it is important to determine weather the church bylaws limit the authority of the congregation to accept or reject a recommendation from the council  as presented and without the authority to amend it. That would be a bylaws interpretation question. I imagine the congregation has the authority to amend it, but the answer to  that question depends on the bylaws.

I think to consider that the election was for one year would not be permissible because it conflicts with the bylaws requirement that terms of office of directors are three years. I think the ultimate decision here is up to the society, but I think the choices are between declaring the election invalid or that it is valid but for a term of three years rather than one year. 

My own opinion, for whatever it is worth and without having seen the bylaws, is that this director  was elected for a period of three years regardless of what statements were made prior to the election.

1 hour ago, Guest katework said:

The board meeting is concluded. Minutes are being circulated for any omissions and a member says that something in discussion only during the meeting was decided after the meeting. Can that be included in the minutes or does it have to wait until the next meeting's?

Agreeing with Mr Huynh, I don't understand exactly what happened. Can you elaborate? 

I would you say that your policies, procedures and rules are most likely not bylaws. However, that is ultimately for your organization to decide.

15 hours ago, Guest Redhunteroh said:

Who accepts the minute's  as read?

If you can refine your question a bit, perhaps we can be of more help. Under the procedure recommended in RONR, when the minutes are up for approval (not acceptance), the chair asks if there are any corrections to the minutes. If there are none, or once all of the corrections have been made and there are no further corrections, the chair declares the minutes approved. The body does not actually vote on final approval, but votes only on the individual corrections. 

Is it appropriate or permissible for the Secretary to be a member of the minutes approval Committee? 

If prohibited, please provide a citation.