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Is it a requirement that those rules be document as perhaps a special rule of order so that they are consistent from one meeting to the next?

Is it still proper to use the motion to amend something previously adopted when amending the Articles of Incorporation or are they a whole different animal?

Didn't want to bore you with the details. Must be a Member in good standing; Must not reside with or be related to any other member of the committee by marriage or birth unless committee members are selected by election or appointment to another position; i.e., green committee members, association officers, and/or Chartered Club Presidents; and Must agree to adhere to the Corporate Documents.

This is all it says. The requirements are simply being Members in good standing etc. committees shall attempt to have no less than five (5) members. Members of committees shall be selected from the Membership at large who must meet the following requirements:

Our organizations Bylaw's state: 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. Question: We know that a vote by ballot Bylaw rule cannot be suspended. So...is there a proper way to write this Bylaw? Obviously not EVERY vote requires a vote by ballot, but is there a method of wording such a Bylaws so that only Main Motions, those that bring new business to the assembly require a vote by ballot? And is there a way to differentiate between incidental main motions? Opinion: I have suggested that this Bylaw be stricken in total and allow the method of voting to fall back on those stated in RONR. Let the chair or the assembly determine whether a voice vote might need to be clarified by a counted vote, or if a counted voted might need to be clarified by a vote by ballot!?!?! Pleas advise!

It just says there should be no less than 5 members selected from the membership and in good standing.

I've been a member of the Standing Election Committee for several years. This year when a new Chair and Co-Chair (both members of the board) took over the committee they packed the committee with current and former members of the board. Consequently, I am the only member of the committee that was not a former member of the board. At a recent meeting of the committee, a motion was made that only former and current members of the board should be allowed to be on the committee. Thankfully the motion failed. Question: Would I be correct that in accordance with 50:26 the committee cannot adopt such a rule?

If it's simply an unwritten rule/custom and not documented as an official Standing Rule, then is it safe to assume that no formal disciplinary action can be brought against the violator?

Board meetings are open to the general membership so unless that rule was established within an executive session I would assume it had to be recorded somewhere! Thanks

There's a rumor by a former member of the Board that once you get elected to the Board you're instructed that you are prohibited from communication with the public in any fashion (except at Board meetings) and specifically through local website blogs. (Note: I have found this to be somewhat true with regards to emailing the Board. They don't respond with even a "Thank You for contacting us") Now, if that is true I suspect that it needs to be recorded somewhere as a Standing Rule? I suspect it can't be a Special Rule of Order because it's not in the context of a meeting? Problem is, the corporation does not comply with RONR even though it's their parliamentary authority and does not document any Special Rules of Oder or Standing Rules. Question: How does one go about verifying that such a rule (possibly a secret rule) exists? I would think it had to be presented as a motion at some previous meeting and voted on and should be found somewhere in the Minutes? Is a rule like that even legal according to RONR? Does it violate standard practices of parliamentary rule? Please advise!

Thanks for the clarification! I was under the assumption it was a separate ledger in the manner I described.

I agree, and the Minutes of the meeting would provide the actual details of those items listed in the Secretary's Record Book. It's only my opinion that the manner in which I exampled would make it much easier to research a past action without having to read thru months or years of Minutes to find out what or when the original motion or amendment or rule was all about. The Secretary's Record Book would function similar to an index? Like I mentioned, I never saw an example of such a book and was just curious to see or understand how the items recorded were listed.

Is there anyplace that shows an example of the contents of a secretary's Record Book? I've never seen one! I'm envisioning what's explained in RONR 47:33 (8) as a simple ledger that perhaps just records events in the most basic way. Those events can be further examined in more detail by referring to the meeting minutes corresponding to those dates. Example: Jan. 15th 2022 - Amended Bylaw Article II, Section 3. Feb. 17th 2022 - Established Special Rule of Order on Time Limit during debate. March 3rd 2022 - Added Standing Rule that all Cell phones must be on silent. Seems to me that this is a much simpler and less obtrusive ways to record things that changed rather than trying to attach dates and footnotes in the actual Bylaws?

If the bylaw stating that all votes must be taken by ballot is not stricken, then the only way I see of accrediting how many proxy votes were given to a particular Member would be to first identify that Member, then have the Tellers shuffle thru the proxy forms to see, and verify how many proxy votes that Member actually holds! Just trying to figure out a way to count all the votes. The votes of those present and the votes of those present that hold a number of proxy's! I know RONR doesn't like proxy's but if, in your experience, have seen a remedy for this situation I'm open to all suggestions! Annual Membership Meeting comes-up in November!

It seems that voting by ballot is for the express purpose of keeping a Members identity and vote secret, but can the Member who casts the vote be identified? Situation: The Bylaws state: "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:..." This bylaw has no provision to allow for its own suspension. Proxy voting at the Annual Membership Meeting is allowed. Proxy forms identify the person collecting the proxy signatures. Proxy forms must be turned back in to the corporations administration office 10 days prior to the meeting to verify the eligibility of each proxy signature. Question: Can the voting Members who are present and voting, and who have collected a number of proxy votes identify themselves by name on the ballot, along with their vote, so that the number of proxy's associated with that Member can be accredited? Seems to me to be the only way to determine an accurate outcome of the vote? I have written each member of the board requesting that they amend the bylaw and strike out that entire Section 5 prior to the upcoming Annual Membership meeting, and allow the manner of voting to simply revert back to those specified in RONR (voice, counted/standing or even back to ballot?).

I know RONR doesn't approve of proxy votes but I'm wondering with your experience, have you seen how the votes are counted or accounted for when a vote is taken? I'm not referring to a convention with registered delegates but a normal general membership meeting. How is the vote tally determined when a member or several members may be holding numerous proxy votes? Obviously a simple voice vote or show of hands doesn't account for the proxies a member may be holding. Perhaps that's why RONR doesn't endorse proxies? 🙂

The only reference in the Articles of Incorporation that relates to amending the bylaws is as follows and there are no additional requirements found in the bylaws at least for the board: "The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail."

There’s a debate among the General Membership regarding what constitutes “previous notice.” This relates to the meetings of the Board of Directors. There are 9 members. Nowhere in the bylaws or articles of incorporation are there any requirements for the Board of Directors to amend the bylaws. No requirement of previous notice or 2/3rd’s vote. The articles of incorporation do, however, give the Board the plenary power to amend the bylaws. The bylaws do state under the heading of Meetings of the Board the following: “At least seven (7) days prior to all Board meetings, excluding Executive Sessions, Special Sessions and Member/Board Exchanges, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website...” One argument is; the bylaw is only requiring the Agenda to be posted and nothing about any motions, but to be fair, the motions are specified in the agenda. To add to the confusion, the agenda’s are not approved at the beginning of the meeting, but since the motions are listed and posted I suppose that they do satisfy a previous notice requirement? However, the bylaw also allows for the agenda to be amended which means a motion to amend the agenda could be made and a brand new amendment to the bylaws may be offered and no previous notice would have been given? The issue being, what vote is required by the Board to amend a bylaw, 2/3’rd’s with previous notice (6 members) or a majority of the entire membership (5 members) because nothing in the bylaws specifies a requirement? We are assuming that the majority of the entire membership (only 5 members) is always an acceptable alternative because it is viewed as being a higher threshold? Please advise.

Can a Bylaw that effects what happens outside the context of a meeting be suspended? The corporation has a Bylaw that states Members cannot collect Member signatures for proxy votes or petitions on corporation property. Can this Bylaw be suspended?

If it's the Annual Membership Meeting then I presume that every Board member in attendance is there as a Member of the corporation and not a member of the Board.

Yes, same person. President of Board acts as Chair at the Annual Membership Meeting. So...if I don't add the wording about being debatable, then the motio can't be debated?

So now I'm confused!!!! It's seeming to me, based on your varying responses, that it is dependent on how the motion is made which determines whether the motion is debatable or not? On the one hand, the motion to suspend the rules is itself not debatable, but if it's a result of a main motion, then the main motion is debatable??? Please advise! I'm hoping to make the motion to replace the Chair at our next Annual Membership meeting providing we have a quorum!

The Bylaws state: "The President shall preside at and conduct all meetings of the Corporation by a formal order of business..." So when the President of the Board of Directors Chairs the Annual Membership Meeting, are they considered as being "appointed" or "chairman pro tem" per 62:11-12? Can the motion to "declare the chair vacant and proceed to elect a new chairman" be used or would the proper motion be to Suspend the Rules to take away from him/her the authority to preside? Would the assembly's simple belief that the chair was not well versed enough in RONR be a sufficient reason to allow such a removal?

It's recommended that when the next meeting of an assembly will not be held for a long period of time the assembly should appoint a committee to approve the minutes contemporaneously. Questions: 1. Are the minutes required to be approved again at the next meeting by the entire assembly because they were only approved by a committee? And if so.. 2. Do they get approved when the orders of the business specify "Approval of the Minutes" or do they get approved during "Reports of Special (Select or Ad Hoc) Committees"?

Got it...thanks!