Tomm

On 10/23/2022 at 11:29 AM, Joshua Katz said:

Like all decisions of the parent assembly, it is done by a motion.

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?

On 10/20/2022 at 11:19 AM, Richard Brown said:

A motion to amend the articles of incorporation does not strike me as a "simple house cleaning motion".

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.

On 10/20/2022 at 4:40 AM, Josh Martin said:

An individual board member proposed to send an amendment directly to the membership, on his own, without board approval;

Yes.

On 10/19/2022 at 8:13 PM, Richard Brown said:

If the motion was “that the board recommend the adoption of the following bylaw amendment”,

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. 

On 10/16/2022 at 7:29 AM, Rob Elsman said:

If the description is accurate, these spectators do not have any right to participate or interfere in the proceedings; they are just spectators.

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?

On 10/12/2022 at 11:38 AM, Richard Brown said:

I knew all of this sounded familiar. 

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.

On 10/12/2022 at 10:28 AM, Richard Brown said:

Is there any chance that the quoted bylaw provision is from a section of the bylaws dealing solely with ELECTIONS at the annual meeting? 

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

On 10/12/2022 at 9:44 AM, Josh Martin said:

Even assuming the provision could be suspended, however, the authority to do so would rest with the assembly as a whole, not the Election Committee, unless the organization's rules specifically grant such authority to the committee.

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.

On 10/3/2022 at 2:58 PM, Josh Martin said:

If the assembly prefers, there are also other methods for taking a vote, such as a ballot vote,

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

On 9/26/2022 at 5:04 AM, Josh Martin said:

The only business that can be transacted at the annual meeting is that which is required by the bylaws or which has been submitted to the RCSC Corporate office by four (4) pm, no later than twenty (20) days prior to the meeting date. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.

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

On 9/25/2022 at 9:41 AM, Josh Martin said:

I wonder if a good starting point for such a rule might be the language RONR uses for the types of motions that are in order at special meetings, since the purpose of the rule seems similar.

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.

On 9/25/2022 at 9:41 AM, Josh Martin said:

"The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting." RONR (12th ed.) 9:15

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?

On 9/18/2022 at 3:35 PM, Shmuel Gerber said:

what happened to the rest of the sentence that you're quoting? 

If you're referring to the part about recording the votes and having no evidence of a preference; that only confuses be more.

What is it you are not recording if approval was less than half?

I know I'm missing something. 

Am I understanding this correctly? (probably not).

It appears that this citation is stating that if more than half of those present abstain from casting a vote, then the motion automatically dies or is indeterminant?

"...a choice has no mandate unless approval is expressed by more than half of those entitled to vote..."  

What does this mean? What happened to "members present and voting"? 

On 9/18/2022 at 11:14 AM, Joshua Katz said:

Is it not in there?

 Non est praesens