Tomm

Based on the fact that committee memorandums are not required to actually be approved or signed, does the fact that the bylaws require them to be retained for 7 years change any of those facts. 

There are no other requirements stated in the rule to retain them other than the 7 year limit.

I suppose they should be verified as correct, but other than that, they still are no more than a memorandum? 

On 4/17/2024 at 8:31 AM, Rob Elsman said:

The group is at liberty to determine for itself how to conduct its meetings

So too be clear, are you saying the rules need to be approved by the entire group by virtue of a discussion and vote rather than by allowing the rules to be made-up by a single person (i.e. chair)?

What's the primary reason why a committees is not considered to be an assembly?

I understand there are special rules for committees and some motions that can't be used in a committee, but committees do make decisions even though can only report those decisions to their superior assembly and typically have no authority to implement those decisions unless they were given the power to do so.

On 4/10/2024 at 9:36 AM, Josh Martin said:

It means this person will now be treated as if this were a nomination from the floor, rather than a nomination by the Nominating Committee.

I believe Section 6 in the above bylaws states, "No nominations may be made from the floor at the election meeting."

On 4/8/2024 at 4:35 PM, Gary Novosielski said:

I know what a board meeting is, and I know what a membership meeting is, but I don't know what a meeting "between" the two is.

It's called a Member/Board Exchange. The board meets with the Members and allows the Members to address the board with comments, complaints, raise issues of concern and then the board will meet a couple days later along with the general manager and discuss what transpired and at the next Exchange meeting the board announces any decisions or actions that will address the concerns.

On 4/8/2024 at 2:14 PM, Tomm said:

Since the board is elected by the Members I suppose the only alternative left would be for the Members to hold a special session and elect an entire new board? But the Members can't, according to the bylaws, call a special session without first petitioning the membership to do so which would require 3,000+ signatures!

Is there a way the members can kinda put the cart before the horse and just call for a special session then suspend the rule that required having to go thru the petition process then somehow ratify those actions? 

There was a pretty contentious meeting this morning between the board and membership.

Just curious as to the protocol if the entire board of directors (9) were to resign all at once.

If there's no board members left to accept the resignations what happens?

Since the board is elected by the Members I suppose the only alternative left would be for the Members to hold a special session and elect an entire new board? But the Members can't, according to the bylaws, call a special session without first petitioning the membership to do so which would require 3,000+ signatures!

I know this sounds crazy, but the concern of several Members has raised this question.

On 4/6/2024 at 2:03 PM, Josh Martin said:

I suppose that since these notes are not, strictly speaking, "minutes," there is ultimately no rule in RONR preventing the inclusion of what was said in such notes, but I agree that I would not go so far as to say that such notes should contain what was said.

And that's why I'll change that point to say, "for clarity and future reference those memorandums may include the addition of member comments".

Our Board Policies require that committee "summaries," as they are referred to, require a 7 year retention period, so I would think many of points brought up during discussion would benefit anybody looking back at old summaries to determine what the justification may have been for a previous  recommendation? 

On 4/5/2024 at 11:45 AM, Atul Kapur said:

I'm not certain that I agree with your (1) where you say "These notes can, and in most cases, should also include what was said rather than just what was done." That is not in keeping with the notes being "in the nature of minutes."

This is basically referring to standing committees.

Would it be more appropriate to say that "for clarity and future reference those memoramdums may include the addition of member comments"?

I attend several of our organizations committee meetings as a guest, so I keep my mouth shut!

But I have seen so many times the arguments between the committee secretary and chair regarding the so-called "approval" of the memorandums. Several times the secretary, who believes his/her notes cannot be altered by the chair has even threatened to quit the committee!?!? They also believe the notes must be approved and signed by the secretary.

There have also been times when the corporate administrative secretary would also sit in at the committee meetings and take the notes rather than the committee's secretary doing so. The corporate administrative secretary would then have the memorandum signed by the committee secretary.

So...before I open my mouth, this is what I believe is the correct process that conforms to RONR.

1. Minutes are not taken, only notes, (memorandums in the nature of minutes). These notes can, and in most cases, should also include what was said rather than just what was done.

2. They don't necessarily have to be read at the next meeting, but they can be and corrections can be made without voting on the corrections.

3. These notes do not have to be voted on for approval.

4. These notes do not have to be signed by the secretary.

5. These notes do not have to be retained unless specified to do so within the bylaws.

I believe I need to explain to these committee members the fact that committees are not considered to be a form of assembly (50:1) and therefore there is a whole separate set of rules guiding committees that are different from assemblies. The only official document coming out of a committee that requires approval is the report that will be presented to the board or parent assembly.

I think it's important to be able to educate some these committees as to the proper significance of those memorandums, which hopefully will ease much of the tension I see.

What's sad is many committee members and secretaries think, and argue, that they understand RONR but most don't even own a copy of the book! 

Can you PLEASE verify or correct any of the above?

On 4/2/2024 at 1:35 PM, Josh Martin said:

It depends on who “we” is, as noted above.

The "we" would be the general membership.

There was a very controversial issue somewhat rumored about, but nothing official was ever posted to the membership and the issue would most definitely affect the entire general membership.  

Finally, earlier today the board met in executive session because the issue pertained to a contract/lease agreement with the state. Although I understand that if you're not included in the meeting you will not be notified of the meeting, however, we're only trying to determine or confirm if the meeting was in fact about the rumored issue.

On 4/2/2024 at 11:06 AM, Rob Elsman said:

Can the Members request of whom?

Either request the info from the board president or the corporate office.

Considering that the board is subordinate to the Membership because they are elected by the Membership.

If the board holds a special session in executive session, can the Members request to see the notice that went out in the call of the meeting?

 Granted, we can't know what took place in that meeting but is there a way that we can at least know what the business was?

On 3/27/2024 at 9:29 PM, Atul Kapur said:

parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote.

Does that rule still apply to parliamentarians who are also members in small boards where the chair does still vote?

On 3/25/2024 at 9:56 AM, Rob Elsman said:

The only recourse is for the committee to rise and recommend to the assembly to adopt an instruction.

As I understand this to mean (rise) is, the committee of the whole must first come out of committee then move to limit the time?

Would that require the assembly to first motion to suspend the rules?

How do, or can you limit speech in a Committee of the Whole?

You obviously don't want to give 500 members an unlimited number of times to speak that are permitted under the procedures for small boards, which applies to committees, and you can't use the motion to limit debate.

Can you include in your motion to go into a Committee of the Whole that members can only speak for 2 minutes?

On 3/22/2024 at 11:43 AM, Rob Elsman said:

Motions to close or limit debate in a committee are not in order. 

"close or limit" ?  What am I missing here?  Does not the motion to Extend or Limit Debate set a limit?

On 3/22/2024 at 11:21 AM, Richard Brown said:

or by means of a motion to Extend Limits of Debate (15), which requires a two-thirds vote without debate.

I could have sworn I read somewhere, but now can't find it again, that you can't Extend the Limits of Debate in a committee?

On 3/22/2024 at 10:46 AM, Josh Martin said:

a member can only speak up to ten minutes per speech

But a member could speak longer, but only with unanimous consent?

43:8 Maximum Time for Each Speech. In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly. Such permission can be given by unanimous consent (4:58–63), or by means of a motion to Extend Limits of Debate (15), which requires a two-thirds vote without debate.

On 3/22/2024 at 10:10 AM, Josh Martin said:

Under the small board rules, members may still only speak up to ten minutes per speech,

It's unclear to me where the 10 minute rule applies specifically to rules in small boards because I don't find it within the list of 7 laxed rules? Something should be stated in Item 3 if that were to be a limiting factor.

43:8 Clearly limits the time to 10 minutes but it also allows for the motion to Extend Limits of Debate, which is a motion not allowed within a committee, which is implying to me that the 10 minute rule stated in 43:8 does not apply in rules for small boards but only larger assemblies?

So at todays committee meeting one of the first things the chair did was to say I'm only allowing a member to speak twice for three minutes on each particular item.

Just to confirm before I open my mouth to point out the infractions to the chair, I would like to confirm the following:

First of all, committees function under the rules for small boards where there is no limit.

Second. The parent organization doesn't have such a rule so the committee can't make its own rule.

Third. The chair would need to first move to suspend the rules prior to setting different limits, and the assembly is required to vote.

Thanks

On 3/17/2024 at 8:32 AM, Josh Martin said:

the language you have cited has no effect on those rules.

Thank you for the clarification.

The Article of Incorporation state:

"Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors."

Question: How would the above effect a simple resignation of a Director? Must a successor be installed before the board can accept the resignation or can the board immediately accept the resignation with a 2/3rd's vote?

The difference between "and until" and "or until" a successor is installed is explained in Chapter 62 regarding the removal from office but that seems more about disciplinary action.

Hmmm? The posted Article above was from the Articles of Incorporation. Further research into the bylaws I found this:

E. Vacancies occurring on the Board during the year (January 1 through December 31) may be filled by appointment by the Board. A majority vote of the Board (5) is required for said appointment. An appointment ends on December 31 of the year appointed. An appointed term does not enter in the six (6) year limit set forth in the Articles.

So now I'm wondering if the 6 year limit stated in the Articles of Incorporation takes precedence or does the Bylaw simply expand on the original rule stated in the Articles? 

Is the Bylaw in conflict with the Articles of Incorporation or simply a fine tuning?

On 3/14/2024 at 4:32 PM, Josh Martin said:

I suppose the argument for the other side is that the bylaws provide "A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors" means that a member may be "appointed" rather than elected to serve in excess of the two terms.

That is the exact argument, over the term "appointment."

On 3/14/2024 at 4:32 PM, Josh Martin said:

I don't find this argument persuasive. Among other reasons, I would note that persons appointed by the board are still elected - they're just elected by the board rather than by the membership.

100% in agreement!