Tomm

Seems to me that this one fits the bill for being a breach of a continuing nature! So would that make, for example, the approval of the Minutes or Reports null and void?

We have touched on this before with different concerns but now the bylaws are being reviewed and revised and this still exists in the draft. The bylaws say, "...Motions made in Board meetings, excluding Executive Sessions, and Member/Board Exchanges, shall be read and passed a minimum of two times by a majority of the then serving Directors before finalized and acted upon unless readings are waived or bylaws are changed which require a vote of two-thirds (2/3) of the then serving Directors..." Obviously the board doesn't vote twice to approve the Minutes or accept the Treasures or Management reports or other incidental, subsidiary or privileged motions. By not voting twice on EVERY motion, does that constitute a breach of a continuing nature? Would it also mean that any action taken in violation of the bylaws could be null and void? Or since no point of order is made when motions are only voted on once they simply pass with no real violation?

So I guess that means if the motion was passed a considerable amount of time ago but not recorded it becomes a he said, she said and/or the motion needs too be offered again?

And, therefore, would be be required to be recorded/documented in the Minutes of that meeting.

Where 50:25 states that the procedures in small boards are used, "unless the committee is otherwise instructed by the society". What exactly does that mean? Since the Board creates standing committees I assume it is the entire Board that is responsible for "instructing otherwise?" The Chair of the committee has no authority to do so on his/her own, nor does the committee have the power to establish its own rules unless it was granted that power. Is it required to be documented either during the creation of the committee, by a special rule of order, or in the Minutes of a meeting by the Board after the committee has been well established? I guess what I'm asking is can the committee be authorized to NOT use procedures in small boards by a simple comment made somewhere along the line or does it have to be a documented authorization?

That's all it was but apparently the Board believes it must still go thru the process of getting approved by the general membership. How else would you suggest that when the state statutes and bylaws change their nomenclature and no longer coincided with the current Articles of Incorporation you update them? Are you suggesting that no amendments are necessary?

The motion was simply a house cleaning motion. The Arizona Revised State Statutes were revised and the statutes stated in the Articles no longer coincided with the Statutes. There were similar changes made to the Bylaws that no longer agreed with the Articles.

Yes.

The motion is actually to amend the Articles of Incorporation which can only be done with the approval of the membership.

"An amendment to the Restated Articles of Incorporation may be proposed by resolution of the Board of Directors or by petition signed by at least ten percent (10%) of the total membership of the Corporation as of the first day of the preceding July. The proposed amendment shall be submitted to a vote of the Members at a regular or special meeting called pursuant to the provisions of the Bylaws." Question: So would this mean that resolution must first be approved by the Board via a resolution before it can be brought before the Membership at the Annual Membership meeting. A single board member tried to submit this for the Annual meeting but the Chair wouldn't accept it because it was presented as a motion and not a resolution!

The secretary tape records the meetings and when she writes them up she includes all the discussions that took place during the debate process. She believes it better defines what the motion was about and the pro's and con's as to why the motion either passed of failed. Question: When the Chair asks if there are any corrections to the Minutes, would it be in-order to move that the discussion talk be stricken from the Minutes and only post what was done and not said as required? None of the provisions stated in 48:3 have been provided.

But if this is for disciplinary purposes, shouldn't it be held in executive session to protect the accused?

Much is said in RONR regarding the meeting Minutes but I can't seem to find anything relating to how soon after the meeting those Minutes should be available?

It's not my intention to rehash a previous post. Just want to make sure that voting procedures are not within the responsibility of the Standing Election Committee.

Nope. This Section of the Bylaws is under the Article titled MEMBERSHIP MEETINGS.

Thanks. I totally understand that voting by ballot cannot be suspended. I was more concerned if their was any way to misconstrued the specific authority that was given to the Election Committee during its establishment that would even allow them to address this issue. Thanks again.

This is what the Bylaw's say about voting at the Annual Membership Meeting: SECTION 5: VOTING PROCEDURES AT MEMBERSHIP MEETINGS A. Voting shall be by ballot of Members in good standing present at any meeting of the Members. The following procedures shall apply for ballot voting: 1. Voting shall proceed under supervision of the Election Committee. 2. At least two (2) members of the Election Committee shall be in attendance at all times during voting and they, along with their assigns, shall issue all official ballots, and witness the casting of the ballots. 3. Ballot boxes shall remain sealed until all votes are cast. Votes shall be tabulated in the presence of at least three (3) members of the Election Committee. Any Member may be present as an observer at the tabulation of the votes. Upon completion of the tabulation of ballots, the results shall be certified by the Election Committee Chair to the Board and posted on the XXXX website and/or in XXXX Facilities. I am a member of the Election Committee and suspect that the Committee will be attempting to establish an alternate method of voting at our next meeting rather than by ballot for everything! Question: Based on the wording in the establishment of the Standing Election Committee stated in the Bylaws, does the Election Committee even have the authority to address the rules that establish the voting procedures? It's my understanding that that would exceed the Committee's authority. SECTION 1: STANDING COMMITTEES A standing committee is a small group of Members, subordinate to the Board, which is organized to assist the Board in specific areas as follows and does not meet in the months of July and August. Other months without meetings can be determined by each committee individually. A,B,.. C. 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.

Can the Chair alone call for a ballot vote or must it be voted on and approved as per 45:19?

Thank you very much! It was a tricky question and not easy to handle but you came thru perfectly! Thanks again.

I would hope there would be some sort of guiding principle or rule that would help distinguish the difference between all motions and the types of main motions that the bylaw is intending and not just leave it up to a decision by the chair. Any suggestion on how to rewrite that rule so it's more applicable to my concerns?

Is it common practice not to duplicate certain rules in different Articles when they apply to the same issue, Example: Both the Articles of Incorporation and Bylaws require the exact same requirements for the number of days required for previous notice. And those requirements are also listed in an Article for Membership meetings and then again in a Section on Special Membership meetings. Same requirement, 4 places! I'm thinking that one Article covering the requirements to Amend them can list the requirement only once avoiding a conflict down the line if the rule was changed in one place and not the other.

When the Bylaws list a ridiculous rule such as, "All motions to be voted on at the Annual Membership Meeting shall be submitted to the RCSC Corporate office by four (4) pm, no later than twenty (20) days prior to the meeting date." Of course it can't mean ALL MOTIONS! But would specifying "Main Motions" be enough to exclude your typical Privileged, Subsidiary and Incidental motions, or motions that bring a question again before the assembly? I just receive a draft copy of our organizations revised Bylaws and am evaluating their compliance with RONR.

When RONR says that "matters listed in it are taken up in order, unless objected to,..." Question: Is the objection by just one member adequate to do so or must there be a motion, a second and a vote?

I very much appreciate the advise and admit do I enjoy the forum. Just a bit of advise please. I often wonder what are the first things you ask yourself when someone asks a question? For instance, is this within the authority RONR's? Should this be a question for a lawyer? I read the Discussion Board everyday and attempt to answer the question before I read your responses. My problem is I want every answer to be found or within the jurisdiction of RONR's but I also know that just isn't true! How do I become more diligent? Thanks

Should Points of Order, and the issue affiliated with it, be documented in the Minutes of a meeting?