Jim Anderson

Thank you. Very helpful as always.

We are a small fraternal organization and our Board operates under RONR Small Board Rules. We allow non-Board members to attend our Board meetings. When a member (not a Board member) attends a meeting of the Board and has a grievance to report, can the non-Board member request his letter describing grievance be placed in the minutes of the Board meeting?

Thank you all for your thoughtful remarks and Tutelage. Very helpful. Just a note though, the proposed rule is one of many being considered to help the Board in management of our organization. Although it is born out of an incident that has occurred, it is not intended to "start a fight" among members. In fact, it is hoped to thwart altercations.😀

Not usually inclined to "air dirty laundry" however a little more information seems in order here. We are a “small board” and do employ RONR’s rules for small boards as you indicate. Our COB has a proven aggressive dog that has on three occasions, bitten other member’s dogs and tripping a member who was attempting to keep her dog from harm. This aggressive dog has been in training to curb the aggressive nature however the dog continues to be aggressive. The last incident occurred at a club event where the offending dog bit a much smaller dog (another member’s) drawing blood on the smaller dog. The smaller dog’s owner (a member) plans to address the Board concerning this matter and is demanding the COB recluse himself from the Chair position during the address. This member also wants the Board to require the COB to muzzle his dog at an upcoming event or keep the dog out of public. Notably, the Board is currently working on a policy/rule that addresses this sort of aggressive dog behavior. Likely will include use of a muzzle and short leash whenever a member’s aggressive dog is among other members and their dogs. This knowledge does not seem to satisfy the small dog’s owner in the least. OH the sagas emerging in a small club.

A concern has been raised by a member of our organization related to our COB at a Club event. The concerned member wishes to address the Board at a meeting of the Board regarding an incident that occurred during the event. This address is expected to be made in executive session. Due to the fact, the COB is party to the complaint, should he recuse himself from the Chair position during the member's address in closed session? Also, I am under the impression that he would be able to participate in debate concerning the complaint after stepping down from the Chair position for this meeting. Is this appropriate? Notably, this request to address the Board is not expected to result in any sort of Trial or disciplinary action by the Board. It likely will result in action by the Board to enact a standing rule to address the complaint.

Can a board take binding action in executive session?

In an organization I am a member of and chair of the bylaws committee, our bylaws stipulate: “These Bylaws may be amended by a two-thirds (2/3) vote of the voting eligible Members present at any regular meeting after such amendments have been read at a previous meeting and a copy sent to each member household in writing via US Postal Service or electronic mailing at least ten (10) days prior to the meeting at which said amendments shall be considered.” Note that prior to presenting a motion to adopt amendments to our bylaws, the proposed amendments must be read (intent is verbal reading) at a previous meeting. This requirement is becoming more and more tedious to our membership and it is considered more desirable to amend this “verbal reading” requirement to sending the proposed amendments to the membership in writing prior to the meeting where voting on the amendment will take place. My thought is that this could be accomplished by a proposed amendment stating: “These Bylaws may be amended by a two-thirds (2/3) vote of the voting eligible Members present at any regular meeting after prior notice of such amendments have been sent to each membership household in writing via US Postal Service or electronic mailing at least thirty (30) days prior and a second time at least ten (10) days prior to the meeting at which said amendments shall be considered.” Since there appears to be no RONR requirement for an actual “verbal reading” prior to presenting amendments for vote, would the above wording be appropriate?

Thank you to all respondents. You have confirmed my understanding.

The bylaws of an organization I am a member of specifies the term of office for our Trustees (Directors) is 3 years. There are no bylaw limitations specified as to whether a Trustee can serve more than one consecutive term. RONR page 448 states (The bylaws may contain a provision that "No person shall be eligible to serve _______ consecutive terms in the same office."). This seems to indicate a Trustee could serve more than one term even though the bylaws do not address a limitation. As our bylaws do not declare a maximum number of terms, Is it appropriate for a Trustee to be elected to more than one term? In addition, if a member is elected to serve out the remaining term (one year of three year term), of a resigned Trustee and without a bylaw to address a maximum number of terms, is it appropriate for the member to be elected to a complete term? Thank you, Jim Anderson

The bylaws of an organization I belong to does not follow the framework identified in RONR. For instance, Article III in our bylaws covers "meetings" and Article VI covers "Members" and the list goes on. If the organization proposed a "reordering" of our bylaws to match that shown in RONR without any wording or bylaw amendment proposed and only rearranging the Articles and certain Sections into the format suggested, would this "reordering" necessitate it be referred to as a "general revision" as described on pp 593?

Our organization is contemplating re-organizing our bylaws to match that suggested order in the RONR “Sample Bylaws”. The question: If all we plan to do is reorder current bylaws (Articles/Sections) to match the order suggested in RONR and otherwise make no amendment to the actual bylaws, does this require a vote of the membership? (See attached tables showing current order and contemplated re-order) Re-Order Bylaws to match RONR §56 Sample Bylaws.pdf

I want to thank you both for your very thoughtful replies to my questions. The two most recent replies pose questions that will take me a little time to develop meaningful answers to so please stay tuned for additional information in the near future. I will say that in my investigations into Washington State laws (Chapter 24.03 RCW WASHINGTON NONPROFIT CORPORATION ACT), I do not find any requirements or mandates for auditing of financial records for an organization incorporated under this statute (which we are). There is a "Quick Reference Guide" for board service in organizations such as ours that has been prepared by the Washington State Secretary of State and Washington State Attorney General containing guidelines under "Duty of Care" for accurate record keeping and examination of financial records. Although the information compiled in this document are termed "guidelines", it fairly closely mirrors RONR Chapter XV; §48 relating to Treasurer reporting, neither of which require employing the services of a professional, licensed CPA to examine our financial records. My inclusion of GAAP definitions for the terms cited were only an attempt to clarify differences in definition of the terms. GAAP from what I've been able to determine contain three terms regarding financial records examination, "Audit" (highest level); "Review" (next highest) and "Compilation" (lowest). Although GAAP does not seem to define the term "examination", I believe it would be similar to "compilation" or perhaps even a lower level to that. Richard's hunch is for the most part correct as to the membership thinking the amended term "review" to be less restrictive however I need to inquire of the member raising the amendment, what was that members understanding of the term was and was the intent to somehow, meant to actually require the organization to employ the use of a CPA. Again, I do believe the membership present at the meeting in general felt the amended language was less restrictive and perhaps much the same (just different). In preliminary answer to your questions: Question #1: We have a Board member who has a claimed CPA background who asked for the original amendment proposal (changing "audit" to "examination"). With his reported background, he felt we must change the wording to avoid penalty of law. I don't believe he understands there seems to be no such law. Our organization has adopted nothing requiring the use of GAAP rules. Our bylaws are silent on the subject other than the section requiring (formally an audit) a review with no other description or rule as to how this is to be performed. Our bylaws do rule RONR applies where state law or our bylaws are silent. I've attempted to relate these points to this (and other) board member to no avail. More work to be done! Question #2: Since no state statute seems to exist, we do have that authority (in my opinion). The experience to date would indicate, the original amendment should have included "what type of audit it will conduct, how thorough it will be and who will conduct it" and this may well be the next step or at least prepare a "special rule of order" to accommodate the "what-how-who" points which would also seem to answer Question #3. Further, I also agree with Richard in that in retrospect, I should have offered a better debate on the subject of amending the bylaw to begin with or at least somehow should have been more convincing. As to Daniel's thoughts, I have re-read RONR (11th ed.), on page 595, lines 3-31 and I believe I do have a better understanding and since there again seems to be no state law requiring our organization to hire a CPA for financial record examination (audit, review or whatever) and since RONR does speak on the subject and agrees with guidelines presented by our Secretary of State and Attorney General for organizations such as ours, we should have presented an amendment with more in-depth rules on the "what-how-who" of our financial reviews (audits, examinations or whatever).

Just to be sure of what I feel are the intended meanings for the points I made in my original post above: Original language (just prior to the notice being sent to members): Section 6. The Board of Trustees shall direct an audit of the Clubs financial records at the end of each fiscal year. (My understanding here is the GAAP (Generally Accepted Accounting Practices) definition of "audit" would require employing a Certified Public Accountant) Proposed language in the notice (original proposed amendment language sent in the notice): Section 6. The Board of Trustees shall direct an audit examination of the Clubs financial records at the end of each biennial fiscal year. (The intent for the original amended language "examination" was to reduce costs for the organization associated with "audit" and since "examination" is not defined in GAAP pronouncements, there would be no requirement to hire a CPA to perform the "examination" of financial records thereby reducing costs) Amendment to proposed amendment at the meeting which notice was given and that which was adopted by the membership: Section 6. The Board of Trustees shall direct an audit an examination a review of the Clubs financial records at as of the end of each even numbered fiscal year. (My understanding here is the GAAP definition of "review" still requires use of a CPA and therefore would seem to me to be an increase in the "scope of notice")

Our organization’s bylaws committee presented a proposed amendment to one of our bylaws at a meeting where notice of the proposed amendment was given to all members 10 days prior to the meeting and following a meeting at which the proposed amendment was read in accordance with our bylaws. The bylaw in question directs the Board of Trustees to have the organization’s financial records audited at the end of each fiscal year. The proposed amendment’s intent was to reduce cost impact for review of our financial records, firstly by eliminating the need to hire an outside CPA to “audit” our records (supported by Washington State law for non-profit corporations) and require instead an “examination” of our records which would not require the services of a CPA. Secondly, the proposed amendment would change this review from yearly to once every two years. Excerpt from our bylaws concerning amendments to the bylaws: These Bylaws may be amended by a two-thirds (2/3) vote of the voting eligible Members present at any regular meeting after such amendments have been read at a previous meeting and a copy sent to each member household in writing via US Postal Service or electronic mailing at least ten (10) days prior to the meeting at which said amendments shall be considered. During the presentation of the proposed amendment, a motion was made to amend the amendment changing the word “examination” to “review” and changing the word “biennial” to “even numbered”. This amendment to the proposed amendment (main motion) was approved and subsequently, the amended proposed amendment was approved by the membership. Original language: Section 6. The Board of Trustees shall direct an audit of the Clubs financial records at the end of each fiscal year. Proposed language in the notice: Section 6. The Board of Trustees shall direct an audit examination of the Clubs financial records at the end of each biennial fiscal year. Amendment to proposed amendment at the meeting which notice was given: Section 6. The Board of Trustees shall direct an audit an examination a review of the Clubs financial records at as of the end of each even numbered fiscal year. Questions: Since the term “review” in accounting language still requires an organization to involve a CPA, would the amendment to the amendment constitute a condition beyond the scope of notice? As the motion to amend the noticed amendment was adopted and if considered beyond the scope of notice, what are the implications of its passage and subsequent passage of the amended main motion? What remedies exist in parliamentary law?

Our organization is struggling with a proposal to allow absent Board members to participate in Board meetings remotely, through electronic means. It has been suggested a test or trial run of allowing remote participation with the understanding the absent Board member would be allowed to participate in discussions and debate but not allowed to make motions or vote, prior to presentation to the membership in general, a bylaw amendment allowing such participation. My question: “Is it within Parliamentary Law guidance, for a Board member to participate in Board meetings via electronic methods with understanding he/she cannot make motions or vote but would be allowed to participate in meeting discussions and debate, when bylaws do not specifically allow for such participation?”