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harper

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Everything posted by harper

  1. Mr. Honemann, I say this with utter respect and if ever I get down to the Inner Harbor again would be honored to meet you. But the fact of the matter is, the issue of 'Law and Robert's Rules' is not mentioned in the table of contents and the passage I referred to on Page 16 is not highlighted or set apart from the rest of the text. Yes, it's in the index. So point taken. But RONR has sections on 'Disciplinary Procedures' and 'Minutes and Officers' Reports' that could have been written by lawyers. The fact that one needs to go to the index and not the content page indicates that it's a lesser priority. And based on my experience - having had a close friend (like you) who spent X number of years, not X number of courses, studying the law - I would say that you have the advantage of knowing where to draw the line. If I were to offer an unsolicited suggestion, which I guess I'm now doing, expand upon that Page 16 reference, highlight it and put it on Page 1 of the introduction (in bold face) with a disclaimer that if there is any doubt about legal issues, see a lawyer. Anyway, thank you always for taking time out to respond to my 'how many times' questions.
  2. Mr. Godelfan and Mr. Honemann, Thank you for your comments. I relayed your procedural suggestions to the chair last evening. As for the rest, the chair of the organization in question is also the chief executive officer. He has fiduciary duties that extend beyond running meetings. With due respect, he's not bound by someone's mistaken minutes, approved or unapproved, if it could damage the organization. If it is the difference between taking action or delaying action - and wait for the record to be corrected - I side with delay. And if the law requires that meeting resolutions be recorded and the secretary was derelict in his duties not to record an important resolution, and then the board was derelict in its duties not to catch the omission immediately (as was the case) but caught it eventually, then I believe the chair would be within his rights to delay action until some remedial measure is taken. Let me make one final comment to provide some context: The organization has been shaken by lawsuits in recent years, many of these caused by inadequate, inaccurate record-keeping and, more generally, failure to adhere strictly to the law. RONR is a valuable guide for running meetings and its due process prescripts are first-rate. Its biggest shortcoming, in my opinion, is that you don't highlight one short passage - it's equivalent to a footnote - on Page 16 of the 10th edition: "When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are NOT INCONSISTENT WITH the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization." I can't speak for organizations around the world that rely on RONR, but based on my organization's experience - winding up in court far too many times, causing huge financial damage - RONR has limits which need to be articulated more clearly in my opinion. I truly believe - and would gladly respond to a survey and use my name rather than a pseudonym - that there is a need to draw clearer lines between parliamentary procedures and parliamentary law and 'the law' in general. Again, many thanks. And to all, a happy holiday season.
  3. Mr. Godelfan, I am still looking for the source of this passage, but I believe it's RONR. This would be my justification. Just because a resolution wasn't recorded, erroneously apparently, doesn't mean it wasn't approved. And if the chair has a clear recollection, he's bound, I believe, to act on what he believes he knows. We're not talking about the color of drapes. "The order of priority of rules that a body is subject to are, in this order: State laws, the Charter or Articles of Incorporation, The constitution, if the society has a separate constitution, the bylaws, special rules of order, the rules of order in the parliamentary authority, standing rules and custom. If a rule of lesser authority conflicts with a rule of higher authority, the rule of higher authority controls."
  4. The motion was unanimously approved and has legal implications involving capital expenditures. The chair then made a request to amend the minutes, his instruction ignored. If I were the chair, I would insist that the transcript be provided before taking any action if the BOD declines to correct the record. Let the brickbats come. Again, thank you.
  5. Thank you as always. Let me follow up: So then the legal issue takes precedence - of the secretary failing to record a board decision - and the chair can make a ruling independent of RONC if he so wishes, referring back to the exchange we once had on the hierarchy of rules?
  6. Mr. Honemann, I certainly agree. I was told by the person who made the motion that it was adopted. Nevertheless, secondhand is secondhand. But the organization records its meetings. Therefore, if there is a need to verify by listening to and transcribing the relevant passages on the tape, would that defer any action on the existing and/or amended resolution? And how would one go about doing that? Just defer debate and discussion on the issue until the next board meeting? Or does the two-thirds rule referred to by Mr. Godelfan and Mr. Hyunh stand? Thank you. Harper
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