Tomm

Here's the first actual situation: The board is comprised of 9 members. 6 members are required to establish a quorum according to the bylaws. There are currently 2 vacancies leaving only 7 members and 2 members have now come down with Covid and will not be attending this Thursdays meeting leaving the board with only 5 members. 2 people have already been appointed to the board in an Executive Session to fill the vacancies but have not been officially sworn in. Question 1: Can they attend the meeting as board members, making the attendance 7, achieving a the quorum even though they have not been sworn in? Question 2: (Hypothetical) If the board experiences a situation where several board members either resigned or passed away leaving the board with less than the required number of members required for a quorum, can the quorum requirements be automatically reduced so that the board can still conduct the business of recruiting or appointing new members? Bylaws state: SECTION 3: INSTALLATION OF DIRECTORS At the first Board meeting after a Board of Director has been newly-elected or newly-appointed, the President of the Corporation shall formally install the new Board of Director(s) specifying when their term of office commences. SECTION 4: LENGTH OF TERMS AND VACANCIES: 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.

Understanding that a meeting with a quorum must first be established prior to going into Executive Session; Suppose a small board or committee goes into executive session and because of the subject matter several members recuse themselves and leave the session and there is no longer a quorum. Could the ES still go forward? Would the quorum now be considered to be more than half of those members that remain? Is this even possible?

As you well understand, the election of board members can be quite involved and many of the rules pertaining to the process are not in the context of a meeting, so is there a minimum requirement to run and serve that should be in the Bylaws and all the other incidental items be addressed in a Standing Rule? Should the requirements to the eligibility to serve be the only items listed in the Bylaws, while other items such as when a candidate can apply to run, when is and what times is election day, etc. be in a Standing Rule? Seems we have way to much information within our Bylaws that do not pertain to the parliamentary rules to run a meeting! I suppose the Bylaw could simply list the minimum requirements then state the complete process shall be per Standing Rule X?

Question from a board member that consist of 9 members: Is there anything in Robert's Rules that says our Board meetings have to be run using our titles; President "last name", Vice President "last Name", Director "last name"??? Or can we be more informal using our first names? I suppose this is more of a custom than a parliamentary requirement?

The State Statute says the following: 10-3820. Regular and special meetings A. If the time and place of a directors' meeting is fixed by the bylaws or the board of directors, the meeting is a regular meeting. All other meetings are special meetings. B. A board of directors may hold regular or special meetings in or out of this state. "C. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting." I'm a little confused...does that mean that the bylaws need to explicitly state that electronic meetings are not permitted? And without that limitation stated in the bylaws does it mean electronic meetings are allowed?

So then,... once the motion/question is stated and seconded and the non-board members had their opportunity to comment, is it proper for the board members to make primary and secondary amendments at that time or should those amendments only be made after the chair puts forth the question so that the motion/question is solely in the hands of the board?

Our bylaws allow for non-board member members to attend the board meetings and also allows time for them to comment on the motions that are on the agenda. The current procedure is for the Chair to state the motion then the corporate secretary reads the names of those non-members who wish to speak about the motion. After all the comments have been heard the maker of the motion will once again state the motion and the chair will ask for a second. Of course if no second is achieved the motion dies. The Chair of the Board asked me if this was proper. Her concern was that if the motion was not seconded then everybody who spoke would have done so for nothing. I told her that once the chair made the motion then it no longer belonged to the maker but only to the members of the board and by allowing the non-members to comment they were in essence participating in debate? We're trying to find the proper way of allowing the non-members to comment on the motions within the legality of RONR. What if only the maker of the motion read the motion, then allowed the non-members to comment. Once all the comments were made, then the Chair presented the motion to the board and ask for a second? A little help on how to satisfy all parties without violating any rules! This is the relevant paragraph in the bylaws: "All meetings of the Board and the Exchanges, excluding Executive Sessions and Informational Meetings, shall be open and video recorded. Member comments at Board Meetings will be limited to posted motions."

If a committee makes a recommendation to the board that was not within the committees charge, should the chair call the recommendation out of order?

I realize that RONR discourages the use of Co-Chair but I'm wondering how one should view the positions of Chair and Co-Chair? Should the Chair really be viewed as a superior position over the Co-Chair or should he/she be viewed simply as a co-equal to the co-chair, both having equal powers?

I guess not. It just makes me wonder if we should even be looking into the election rules if we're not really authorized to do so.

The chair of the committee is a board member. So the board member (chair) needs to make a motion at a board meeting to allow the committee to make recommendations for new procedures or move to amend the bylaws. I guess any allowance needs to be documented either as an amendment to the bylaw or in the minutes and determine if it's a one time allowance or a permanent change.

Our Election Committee is currently reviewing the election process on election day for the election of board of directors. Based on the following bylaw I'm curious if you see authorization within that bylaw for the committee to actually address and recommend new procedures on elections or does that exceed the limits of the committees purview? "Election Committee (also known as the Balloting Committee): The purpose of the Election Committee is to recruit a sufficient number of Board candidates, conduct the candidate forums, ensure that elections and recall elections of the Board are conducted pursuant to the Corporate Documents and announce the results." I read it as only allowing us to monitor the election so that it's conducted in accordance with the bylaws but no authority is given to the committee to review or recommend changes.

Just curious but I'm wondering why the motion asking whether or not the information should be shared with the entire board couldn't have been called out of order? I think about the rule that states that if not all members of a board were included in the call of a meeting, then nothing acted on in that meeting is valid. It just seems that excluding only certain board members, who in fact authorized the hiring of the lawyer is inflicting a sort of censure or punishment? I can understand that if the decision to hire a lawyer was done by an executive committee within the board then perhaps only those members should be privy to the information but when the decision was made by the entire board I would think any motion to deprive those members from the report would be out of order!

Reading thru the Minutes from the last Board meeting I came across this comment, which relates to trying to undo a vote from a previous meeting that failed by rescinding the failed vote! "Several other points stand out in this matter, however. First, nowhere does Robert’s state that a motion to rescind a vote on a previous motion that failed cannot be raised. Second, Robert’s states at 26:2, an Objection to the Consideration of the Motion can be raised only before there has been any debate on the Motion to Rescind the Vote; “thereafter, consideration of the [Motion] has begun and it is too late to object.” Third, the vote on the original Motion to Approve the Budget and Finance Committee’s Recommendation to Approve the 2023 Budget was not in the affirmative, its effect however – the result of the Board’s vote – amounts to the Board’s direction to the Budget and Finance Committee to take action, to do something, which is to submit a proposed 2023 budget which the Budget and Finance Committee recommends be adopted. Thus, there is something to rescind: the Motion to Rescind the Vote equates to rescinding the Board’s direction to the committee to compose a 2023 Budget for the Board of Directors to adopt. The current Motion to Rescind that vote, or what translates into a resulting order of the Board of Directors for the Committee to create a 2023 Budget, is clearly something that this Board can rescind." The part that stuck out for me was, "nowhere does Robert’s state that a motion to rescind a vote on a previous motion that failed cannot be raised." Any truth to that? Seems it violates 45:9?

Yes, and they are currently in the Bylaws and are quite extensive in nature with several sections on the Do's and Don'ts as it relates to the steps to take before circulation, practices during circulation, and post circulation procedures. I don't believe these items belong in the bylaws. IMO

RONR seems to only reference petitions related to elections. If you wanted to establish a set of rules governing petitions for Initiatives, Referendums and Recall petitions, what's the proper way to establish them? Since they do not relate to parliamentary procedure I assume they would be considered Standing Rules or in our case Board Policies. I also assume that all of the rules and requirements for collecting signatures, etc. should not be included as a bylaw, but rather there should only be a reference in the bylaws directing the reader to the Board Policy. Question: How should the bylaw direct the reader to the Board Policy without getting into any of the details? Is it proper to actually list the specific Board Policy in the bylaw or does that leave the possibility that at some point if the Board Policy number changes then the bylaw will also require an amendment. What's your recommendation based on your experience.

This is exactly why I'm having difficulty understanding why, when the Articles say, "six (6) years total, on the Board of Directors" the six years isn't the maximum limit on serving. Seems your saying it doesn't matter how the person got into the position, and my concern isn't with election or appointment but the maximum limit of time they may serve. This is how I speculate the Bylaw came to be; First of all, the Board has the authority to amend the Bylaws without Member involvement. Second, the Articles of Incorporation are much harder to amend because only the Members can amend them and the quorum limit is fairly high. Seems to me that at some point in time the Board was having a hard time finding a Member to fill a vacancy because everybody who was willing to serve had already served a six (6) year term, so rather than attempting to amend the Articles, they kinda reverse engineered the Bylaws to add the wording, "An appointment term does not enter in the six (6) year limit set forth in the Articles", which to me is an attempt to nullify and override the Articles of Incorporation. It's also a little suspicious that that wording was added at the very end of the (already existing?) Bylaw. I know, our rules, our interpretation. Thanks for your input.

But what you quoted does not say how much time a director can serve. But it does say "six(6)years total, on the Board of Directors" I guess I'm reading too much into the six years total?

Yes. Just seems to me that the Articles define the maximum time a Director can serve and the Bylaw is saying just ignore the Article.

Yup, I believe in executive session.

The Bylaws say:Article V, Section 4: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.The Articles of Incorporation says:Article VIII, 2nd paragraph: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: Seems to me that the Bylaw is attempting to nullify the Article of Incorporation. It also appears to me that the Bylaw is more related to electing or appointing a person to fill a vacancy while the Articles of Incorporation is referring to term limits. Do you find the Bylaw to be in conflict with the Article of Incorporation or is it okay for the Bylaw to contradict the Articles in such a manner? Shouldn't the Articles be required to say something to the effect, "six (6) years total, on the board of Directors or as specified in the Bylaws" to allow the Bylaws to override the term limit? "Six (6) years total" seems pretty cut and dry to me but others argue that an appointment isn't the same being elected.

10:57 says that since Ratify is a main motion, therefore it is debatable and opens the entire question to debate. Does that mean that the motion to accept the budget is opened again for debate and vote or only the motion to Ratify?

Because of all the confusion regarding first a "no" vote and the incorrect usage of Reconsider and Rescind. Is there a specific citation in RONR that states that a vote on a motion, regardless of whether it was done properly or not, is still a valid vote as long as nobody raises a point of order or challenges the vote?

At the last two board meetings of last year there was a fiasco on approving the proposed 2023 budget. First it failed, then they wanted to reconsider at the next meeting but when they determined that it was to late to reconsider they tried to rescind the 'No" vote so that they could vote on the budget again. The budget was finally passed in a special session before years end. The new year starts a new board with 1/3rd new members and officers. Some members believed that the budget as incorrectly passed and they want to, dare I say, reaffirm the passage of the budget. 10:10 makes it quite apparent that the motion to reaffirm is out of order. Is it correct to assume that since the motion to pass the budget did happen and was approved, regardless whether it was done correctly or not, it's a done deal and no further action is really required? Would there be any advantage to simply making the motion to accept the budget again?

So what you're saying is, if all of a sudden, out of the blue, a director makes a motion to amend a bylaw, there can't be a vote on the motion to amend but only too allow a discussion? But if all the board members are in attendance, and the board has the authority to amend the bylaws, then what's the purpose of pushing the vote to another session?