Tomm

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!

Can someone please better explain, perhaps with an example, 25:2, Item 7: "In any case, no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected rule."

Is it not true however, that in large assemblies the Chair must step aside from that position to participate in debate? Do all small boards automatically function under rules for small boards or does that need to be specified in perhaps a special rule of order?

If it's clear that the bylaw doesn't allow a waiver for a trustee's qualifications and the bylaw doesn't provide for its own suspension, would that be considered a rule that cannot, or should have been allowed to suspended in the first place? Can qualifications for office be suspended?

Because the motion was very much germane and it was very surprising when it was ruled not so.

It actually was an amendment to a main motion that was ruled not being germane!

RONR in Brief states in footnote 3 on page 210 that an appeal from the ruling of the chair is not debatable if its a "transgression of the rules of speaking, or to the priority of business..." So...if the Chair rules that a motion/amendment to a main motion is out of order declaring it's not germane when the motion is, in-fact, very much germane; would that be an appeal that is considered not debatable? The appeal would be against the ruling not too allow the motion/amendment rather than the motion/amendment itself?

That's pretty much the point I was trying to address! As a side note! That Bylaw has since been amended. The once, two meetings a month requiring 3 readings has turned into one meeting a month with 2 readings. The second meeting has been turned into a Member/Board Exchange where Members get pretty much unlimited time to address the Board with their concerns. The Board is then suppose to address those concerns and have a reply at the next Member/Board Exchange! The jury is still out on that!

I was asked the following question by a colleague, " If they remove the reference to Robert's Rules of Order in the bylaws, does that mean RR isn't the fall back document when the bylaws are silent on an issue?" To which my response was, "That's exactly what it means. If the Bylaws fail to establish a parliamentary authority, then all bets are off and your only guiding rules for the corporation comes from the federal and state statutes and whatever rules the boards now make-up! And when there's a question about a made-up rule...where do you go to get the answer when no other authority has been established?" I believe the point being, is that if RONR or some other recognized parliamentary authority isn't specified, then there really isn't any other place to go to clarify a rule or procedure other than the organization's own interpretation? Kinda like living in the Wild West! The guy with the fastest gun wins, or the Chair with the biggest ego!

So if I understand it correctly, 2:19 is kinda saying that if a set of rules has been established by the organization, and has been functioning under those rules, then those are what the organization would consider as being their parliamentary authority? With that said, then I would assume that any interpretation of any of those rules is entirely left up to members? Making-up interpretations on-the-go?

When no parliamentary authority is stated in the corporate Bylaws where does one go to interpret or challenge a rule other than looking at the federal or state statutes? Are the members simply at the mercy of the Chairs interpretation with no ability to appeal?

If the bylaws specify that all committees "shall" have a Chair and Co-Chair is it correct to assume that both have equal powers unless otherwise specified? Had an incident where a Co-Chair sent out an e-mail prior to a committee meeting reminding the members of a certain task they were to have performed prior to the next meeting and the Chair abruptly sent out a follow-up e-mail stating to ignore the Co-Chair's e-mail because she was required to clear sending that e-mail with the Chair first! I believe the Chair had overstepped his authority and this is a perfect example as too why RONR frowns on Co-Chair's!

§62:16 refers to the removal from office. It's unclear to me whether that is specifically referring to "officers" of the assembly or would that also include a person who holds office as a member of the board of directors but not an officer on that board? Is there, or should there be a difference in the removal process?

The Agenda is not approved at the meetings, and the Agenda that is published 7 days prior to the meeting does not include New Business. It is my understanding, however, that New Business is always something permissibly included under RONR after all listed items of business have been concluded whether or not it's stated on an agenda?