Tomm

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?

On 1/13/2023 at 12:44 PM, Josh Martin said:

am I understanding you correctly that your organization's rules already provide for initiatives, referenda, and recall petitions, and your question is about additional rules concerning the administrative details of such petitions?

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.

On 1/10/2023 at 8:09 PM, Gary Novosielski said:

In the case of offices typically elected, RONR draws no distinction on how one came to be in office, whether elected at a general or special election, elected by the board to fill a vacancy, or appointed by the president to do so.  Once in office, the path taken is not relevant.

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.

On 1/9/2023 at 4:30 PM, Shmuel Gerber said:

On 1/9/2023 at 4:25 PM, Tomm said:

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

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?

On 1/9/2023 at 3:55 PM, Richard Brown said:

Although OP Tomm did not expressly say so, I imagine that "elected" directors are elected by the membership, not the board, and they are elected for three-year terms. 

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.

On 1/9/2023 at 3:16 PM, Rob Elsman said:

But, aren't the appointed members actually elected by the board?

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.

On 1/5/2023 at 5:01 AM, Josh Martin said:

I concur with Dr. Kapur that the proper motion is the motion to Ratify.

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?

On 1/5/2023 at 5:01 AM, Josh Martin said:

For what reason is it believed that the budget was incorrectly passed?

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?  

On 1/4/2023 at 3:01 PM, Josh Martin said:

No. What is said in 57:14 refers solely to the procedure for giving notice, at a meeting, of a main motion to amend the bylaws.

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?  

So am I understanding 57:14 correctly?

Assuming the board has the authority to amend the bylaws:

If a primary or secondary amendment is made to a motion to amend a bylaw and it passes with all the members of the board in attendance, then the motion to amend does not need any additional previous notice, however, if any member of the board is absent, then the motion to amend cannot be voted on until the absent member(s) are advised? 

If a special session is to be held, for example to elect board officers, and will be held entirely in executive session, is the entire membership required to receive notice of the meeting or do only those involved required to receive the call?

Does the meeting have to be first called into session then vote on going into executive session?

The bylaws do specify such a meeting will be held but notice is not publicized to the entire organization.

On 12/20/2022 at 2:49 PM, Josh Martin said:

But there is a big difference. The rule in question refers not to the chair appointing committees, but to the president appointing committees.

On 12/17/2022 at 6:02 PM, Jay M said:

"The President with approval of the Board of Trustees may form appropriate committees to facilitate functioning of the corporation"

So are you saying that a President, who is not acting as the chair, can appoint committees outside of the context of a meeting?

On 12/20/2022 at 2:33 PM, Caryn Ann Harlos said:

I really wish there were more clarity on this.

Amen to that!

On 12/20/2022 at 2:25 PM, J. J. said:

I think it is a rule in the nature of a rule of order, but it protects a specific member, the president.

62:12 (5) says it is a rule of order so it's confusing?

On 12/20/2022 at 1:37 PM, George Mervosh said:

No to both questions.  See RONR (12th ed.), 2:14-22 regarding rules of order.

Read it a million times but something just doesn't click! Seems to me that there's not much difference in allowing the assembly to remove the chair (62:12) than allowing the assembly to select members of a committee? 

On 12/17/2022 at 7:28 PM, Jay M said:

The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year, following the election.

Is this rule considered a Rule of Order and can be suspended?

On 12/19/2022 at 3:13 PM, Richard Brown said:

When going into the committee of the whole, someone else is normally selected to preside.

Roger that! I see it in 52:5 but I suppose there's nothing preventing the same person to serve as chair. 

On 12/19/2022 at 4:17 AM, puzzling said:

In some instances the president needs to leave the chair , for example if the assembly goes into the committee of the whole.

Question: Seems to me that if the assembly goes into a committee of the whole, then noting really changes does it, the chair still presides? Am I missing something?

On 12/17/2022 at 3:14 PM, Tomm said:

but what if that persons term had expired at the end of the last session and was not reelected? 

And no longer a member of the board. Do they still serve as chair to run a meeting of an assembly they are no longer a member of?

On 12/17/2022 at 3:41 PM, J. J. said:

It could be interpreted either to mean a majority is needed (more than half of the total votes cast) or 5 votes minimum are needed. 

Yes, exactly. That's my point!

Thanks

On 12/17/2022 at 3:33 PM, J. J. said:

Does the board normally have 9 members?  

Yes, 9 members

The Articles of Incorporations say:

"The affairs of the Corporation shall be conducted by a Board of Directors and such Officers as the Board may elect or appoint. The Board shall select from its own members a president, one or more vice-presidents, a secretary, and a treasurer. It may select an assistant treasurer who is not required to be a member of the Board. All Officers shall be elected at the first meeting of the Board of Directors in January of each year and shall hold office for a period of one (1) year and until their successors are elected and installed. The number of Directors shall be nine (9). Directors shall be elected by the Members at an annual election in the manner prescribed in the Bylaws."

The Bylaws say:

"SECTION 2: ELECTION OF OFFICERS The Board shall meet in a closed Executive session on the first business day after January 1 for election of Officers. The Board shall select from their own number, by majority ballot vote of the Board (5), the Officers who shall serve for the term of one year to end at the election of Officers in the following year. A Board of Director may be re-elected to consecutive terms as an Officer if he/she receives the majority vote of the Board (5)."

Question: Who runs the meeting in January to select the new officers? 

The Articles of Incorporation specify "and until their successors are elected and installed" so I assume the current president from the term that was just completed will chair the meeting but what if that persons term had expired at the end of the last session and was not reelected?  

As a side note; is it proper to say "by majority votes of the Board (5)" and include the (5)? Seems that that would make it mandatory that 5 members vote and eliminate the opportunity for some to abstain.

On 12/16/2022 at 10:08 PM, Alicia Percell, PRP said:

What else do you imagine when it says, "The rules governing such meetings are different...?"

It just doesn't seem to enforce the use in small boards in a more assertive manner similar to that 50:25 does for committees, but I acknowledge your point. It's just that I'm use to seeing our board flip back and forth to where sometimes the chair votes and sometimes not, along with sometimes participating in debate. Nothing seems to have enforced any type of consistency. Our problem to address.