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Tomm

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Everything posted by Tomm

  1. Too perhaps better explain to my reluctant board members how an executive session is not a type of meeting, and if held in a special meeting, the purpose of that meeting must be specified in the call; Using the three hat concept... You wear one hat as a member of an organization, You may wear a second hat if you're also a member of the board, And possibly a third hat if you're also an officer on the board. So...regardless, whether or not you serve on the board as a board member (hat 2)or a board officer (hat 3), you are first and foremost a member of the organization (hat 1)! As far as an executive session goes,... Hat 1 is a meeting, whether it's a regular meeting, a special meeting, or an adjourned meeting, Hat 2 would be if that meeting was held in part (or in whole) in executive session. Point being: You must first establish a type of meeting (hat 1) before you can apply to it an executive session (hat 2)? Does that make sense and sound about right?
  2. Roger that! 35:2 "...These motions yield to subsidiary, privileged, and incidental motions." Thanks. The old brain sometimes needs a little more definitive explanation, like actually naming the motions that it cannot be applied to!?!? My bad!
  3. It seems to have been pretty much determined that this motion to postpone until January of 2022 was null and void from the minute it was stated because 1) it was out of order because it exceeded the allowable time limits of the rule, and 2) because it would have been postponed to a time when term limits would have replaced 3 of the 9 board members. Is there a proper way to correct this or should it simply be ignored because it was out of order in the first place? Can, or should, at the next meeting somebody make the motion to Rescind/Amend Something Previously Adopted, and either rescind the motion entirely, or amend it?
  4. So then, can a postponed motion continue to be postponed each time it comes up under unfinished business? Is there any rule that would prohibit the motion from continually being properly postponed until January of 2022?
  5. Assuming for a minute that the motion was properly postponed until the end of the next session, would it be correct that the motion would still have been null and void if the board had installed new board members who were not serving at the time the motion was made?
  6. Actually, the motion was postponed to January of 2022 at which time 3 of the 9 board members will be replaced!
  7. Our board holds 2 meetings a month. At yesterdays board meeting they postponed a motion for 2 months in the future. I believe this exceeds the limits of the rule, but what should happen when that meeting finally does happen? Should the motion be put on the agenda or should it really go away and let the motion be offered again as a new one?
  8. Most of my education comes from this forum! And I THANK YOU!
  9. "Meetings of the Board shall be held on the days and times as designated by the Board. The President, Vice-President or his/her appointee shall preside at all meetings. Six (6) Board of Directors shall constitute a quorum. Robert’s Rules of Order shall govern procedure at all meetings of the Corporation provided they are consistent with the laws of the State of Arizona and the Corporate Documents. A Parliamentarian may be present at Board meetings at the discretion of the President."
  10. I know I've hashed this out with the forum before but today I actually got into a "discussion" with the board members (I'm not a member of the board) regarding the notice required for a special session held in executive session. Here's the story: a director was dismissed in a special meeting/session held in executive session. The purpose of the meeting was not specified in the call. My argument was the director was not really dismissed because the purpose of the meeting was not specified in the call, making it an improperly called meeting. (RONR 9:13 & 9:15) The boards argument is; because it was to be held in executive session they were not required to specify the reason for the meeting in the call. They seem to think that an executive session is separate entity from a special meeting!?!? My response was; there still needed to be some reason stated in the call, specific names need not be mentioned, but the basic purpose must be specified. I also stated that the only members who would or should receive the call for the meeting were only those who would be attending the meeting so there was no chance that anything inappropriate would be disclosed to the public. The bylaws require the purpose to be stated in the call: "Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given." "The Board may meet in an Executive Session (closed meeting) to discuss confidential matters such as; litigation, matters relating to formation of contracts with third parties, Cardholder discipline and personnel matters. All matters discussed in an Executive Session shall remain confidential indefinitely. Executive Sessions may be called separately or during any meeting of the Board or Membership. The Board has the authority to take final action in Executive Sessions and is not required to reveal those decisions. Minutes of Executive Sessions are retained as a part of the confidential records of the Corporation." The board believes that since the bylaws specify a (closed meeting) that no purpose was required. I understand that "An executive session isn't a separate type of meeting. It simply refers to a meeting (or portion thereof) in which the proceedings are secret. A regular meeting, special meeting, or an adjourned meeting of either of these, could be held, in whole or in part, in executive session." (Thanks Josh) So...assuming I am correct and the purpose should have been specified in the call, is there something, anything you guys can provide either from RONR or your expert explanations that I could send to the board in my attempt to help them understand? Thanking you in advance.
  11. Well Mr. Novosielski, your record still holds true because I can honestly say the reason behind this little maneuver is quite nefarious! I guess you can't be accused of violating RONR if they aren't your "official" parliamentary authority? But it's amazing how the board uses RONR against the Membership when it works to their own advantage!
  12. It just seems to me that when the bylaws say "shall" they're really not leaving any option? Isn't that what other bylaws and special rules are for, to take precedence over RONR? When the bylaws say "may" it becomes a question, (at least in my mind) of who then decides which RONR they follow and which ones they don't. And what if there are varying opinions within the assembly? And will those decisions change with every different situation, or who the rule is affecting? The only conclusion I can come too is whether the rules apply to everybody or only a selected few at a selected time? Therefore RONR doesn't really provide parliamentary authority that it was intended to provide?
  13. At the next board meeting the Board will be making a motion to amend the bylaws so that RONR "may" be the parliamentary authority instead of "shall." The Article of Incorporation gives them the authority to amend the bylaws on their own! Based on that I would say that RONR is no longer the parliamentary authority of the organization, and no other authority is being suggested. Question: So if I got this right, that means that the board established Standing Committees (as well as all other committees) also loses RONR as their parliamentary authority because those committees operate under the Bylaws as stated in 50:26?
  14. Wouldn't that kinda defeat the purpose? What if the member being disciplined has no idea they did anything wrong and simply assumes, "Well, it can't be me" and doesn't bother attending the meeting?
  15. Is the business stated in the call for a Special Session that's to be held in Executive Session required to be kept a secret, especially if it's for disciplinary actions, or since the Special Session has not yet been held, the reason can be known by everybody? But of course, only those who are expected to attend the meeting would be receiving the call!?!? Could an attendee after the meeting tell the rest of the members, "We were called into executive session to discipline a member" but not revealing their name?
  16. Section 62 pertains to the dereliction of duty by the Chair in a regular general membership meeting. How do you deal with a rogue Chair if it's in a meeting of the board and the general membership is only in attendance as guests? How do we hold the Chair/Board that refuses to faithfully follow RONR, which is specified as their parliamentary authority to task? Is a recall petition the only remedy?
  17. It was a meeting of the Board where the General Membership is allowed to attend. The Bylaws allow Member comment during Board meetings in 2 places. Two places. The General Membership in attendance can comment on agenda items (those motions that will be offered) but only before the Chair states the motion. And there is a second Member Comment section allowed at the end of the meeting where Members can comment on anything.
  18. So I'm assuming the flat answer is NO? There was no previous time set for adjournment. The order of business was not completed. There was no emergency! The Board Chair simply did not want to answer controversial questions and accusation that were about to asked from the general membership who were in attendance!
  19. My concern is that they already held the regular meeting at 9 am then almost immediately adjourned it. Would any other meeting that took place that same day be considered the regular meeting or a Special Session because the regular meeting already took place? Got ya on the link!!! My bad!
  20. Can the Chair (in a small board) simply call the meeting adjourned without making a motion or asking for a vote?
  21. This is what the Bylaws say about regular meetings of the Board: "Board meetings will generally be held on the second Monday and last Thursday of the month at 9am in the Auditorium, except the months of July and August when no Board meetings are held. Board meetings may occur earlier in the month during November and December due to the holidays. Board meeting schedules will be posted in Facilities and/or published in the newsletter and/or on the website" Today's meeting was going to be very confrontational between the Members and the Board and everybody knew it. In fact, two plain clothed members of the sheriff's dept. were even called in! Here's what happened today; the meeting started at 9 am, had the pledge of allegiance, then swore in a replacement Director (for the one they controversially dismissed), allegedly saw someone in the audience hold up a protest sign, Chair said "I said no signs allowed" and gaveled the meeting adjourned and they all left the stage!! Question: If they were have gathered someplace else that same day and conducted the planned business that was on the agenda, would that be considered a Special Session because the regularly scheduled meeting had arguably occurred? Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given.
  22. Can a Board write a Bylaw that only allows them to hold electronic meetings or must they comply with the Bylaws as they affect the entire general membership where they are currently not allowed or provided for?
  23. If a member is disciplined during executive session I understand that the cause, possible crime or accusations are to be kept in secret. That secrecy, as I understand it, protects the accused from ridicule, embarrassment and any other possible repercussions, but if the accused person is willing to allow the charges to be known, can those reasons be made public?
  24. I'd love to send you the documents but fear that they are just too long (but they are online). Let's just say that there hasn't been an annual general membership meeting since 2009 because the quorum requirement is so high. I guess that means that most members are simply, fat, dumb, and happy with the way things are running?
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