Tomm

On 7/25/2022 at 8:29 AM, rbk said:

After reviewing our bylaws, it is clear to me that the qualification-waiver provision does not apply to trustees. This isn't a matter of bylaw interpretation — it's unambiguous text that everyone has overlooked for many years.

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?

On 7/22/2022 at 9:54 AM, Dan Honemann said:

Why the exclamation mark?

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

On 7/22/2022 at 9:31 AM, Weldon Merritt said:

(As an aside, I'm not sure how a main motion could ever not be germane

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? 

On 7/20/2022 at 11:30 AM, Josh Martin said:

The difference is that without a parliamentary authority, there are no "guard rails," and the decisions are up to the whims of the chair and the assembly.

That's pretty much the point I was trying to address!

As a side note! 

On 7/20/2022 at 11:30 AM, Josh Martin said:

I don't think adopting RONR has helped your organization make heads or tails of what its "three readings" rule means.

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!

On 7/20/2022 at 10:54 AM, Richard Brown said:

perhaps it will help if you explain what do you mean by “a set of rules has been established by the organization . . . .”

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! 

On 7/20/2022 at 9:29 AM, George Mervosh said:

See 1:5 and 2:19.

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? 

On 7/8/2022 at 8:54 AM, Tim Wynn said:

Are you saying an agenda was adopted without the heading of New Business, or are you saying an agenda was adopted without any items listed under the heading of New Business, even though the heading of New Business was included in the agenda?

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? 

It's often stated that new motions can be presented at the end of a meeting even if no New Business is offered on the Agenda. It is also stated that it must be done before the Chair gavels the meeting adjourned.

Isn't it necessary, even if the Chair is attempting, on her own, to cut-off a member from presenting a new motion at the end of a meeting, that the Chair must first ask/state "If there's no further business this meeting is adjourned" then pause and wait for a response? 

Once the gavel slams down is it too late for member to say, "Hey, wait a minute, Point of Order, I have new business" 

On 7/7/2022 at 6:01 AM, Josh Martin said:

Thank you. Based upon these facts, the agenda is not simply based upon a preexisting list of orders of the day or the standard order of business, since these items have not previously been set as orders of the day. As a result, if the agenda is not adopted, this list of items will serve only as a guide, and members will be free to make these motions (and others) in any order during New Business.

Well, I read 41 and am now more confused than ever. On the one hand, it seems to me that the above mentioned agenda satisfies the Standard Order of Business or Orders of the Day as specified in 41:5 because couldn't those motions be considered normal items items of business that the assembly will take up or do special orders always require that they were scheduled from a previous meeting?

On the other hand, and because our organization has a rule not covered under RONR and requires multiple readings of a motion at consecutive meetings before it's passed, that would make a second reading of the motion a Special Order? 

Does the fact that our organizations Agenda does not list New Business, which those motions could be covered under, make it a non-standard order of business?

Thanks Josh for such a comprehensive response.

One last question:

On 7/6/2022 at 3:08 PM, Tomm said:

in what manner is it proposed to amend the order of business for the meeting?

Are you suggesting that since the Agenda is not approved, there should be a procedure provided in the bylaws to do so?

On 7/6/2022 at 3:18 PM, Gary Novosielski said:

"shall be posted" by whom?

It get's posted on the corporation website by (I'm assuming) the administrative secretary, an employee on the staff of the corporation. This same administrative secretary takes the minutes and sits with the members of the board at their meetings. Don't ask me what the Secretary of the board of directors does! I would have thought that that would be her responsibility?

On 7/6/2022 at 2:41 PM, Josh Martin said:

but where exactly do these motions come from?

Each new motion is pretty much added/offered by each member of the board and the first time the general Membership, who are allowed to attend board meetings, see these motions is when they are posted 7 days prior to a meeting.

On 7/6/2022 at 2:41 PM, Josh Martin said:

in what manner is it proposed to amend the order of business for the meeting?

There doesn't appear to be one although the bylaws state that they are "subject to amendment."  At one time the "Approval of the Minutes" was always included on the agenda. It seems that once the board gained the services of a parliamentarian the vote to approve went away as did the approval of the treasurers report, which I understand is actually the correct thing unless it was the approval of the annual audit. 

Since the inclusion of a parliamentarian at the board meetings I have noticed subtle changes in the way the meetings are conducted, which is, for most part, a good thing. I would suspect that the removal of the approval was a recommendation of the parliamentarian because it fits into that timeline, however, I would also suspect that the parliamentarian would have recommended that a method of amending the agenda was also suggested? 

Absent of a procedure, any suggestions or recommendations?

On 7/6/2022 at 12:08 PM, Josh Martin said:

Since I have not seen the agenda in question, I do not know whether or not it is the case that the agenda follows the standard order of business in RONR.

The typical agenda would read:

• Call to Order
• Pledge of Allegiance
• Welcome and Introductions
• Roll Call of Voting Members, Confirmation of Quorum
• Approval of Minutes
• Treasurers Report
• Management Report
• Committee Reports

Motion 1

Motion 2..etc.

• Announcements
• Adjournment

At meetings of the board, the Bylaws state: "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." 

However, the agenda does not list the "approval of the agenda" in the opening items listed on the agenda and no vote is taken. I think it's correct to assume that the board is functioning under the RONR standard order of business and therefore no approval is required?

Question: How and when would the proper time be for a member of the board to make a motion to amend the agenda? It's certainly more desirable to do so when only a majority vote is required rather than 2/3rd's. 

Just inquiring here, but aren't agenda's unofficial until they are approved? Why wasn't or wouldn't a motion to amend the agenda be the first correct course of action by the Chair of the Budget Committee? He is, after all, just another member of the assembly! 

On 7/1/2022 at 7:50 PM, Gary Novosielski said:

Are you perhaps conflating Executive Committee and Executive Session?

I specifically wanted to note that there wasn't an executive committee within the board just in case there were possibly rules that would apply differently to those select members.

I believe it was just for the interview. But when you consider that the new-hire would be reporting to and managed exclusively by the Board, I think the entire Board should be included?

On 7/1/2022 at 2:27 PM, Joshua Katz said:

so what's the situation that causes you to ask?

I have since learned that in the not to distant past, a meeting was held to interview a potential new-hire to the corporation but not all members of the board asked or allowed to participate or attend!  

Water over the dam I know, but I can at least inform the board members who were excluded that that situation is not permissible unless it was due to some disciplinary action that would have disallowed them to attend. 

If a Board doesn't have a specified Executive Committee within that Board, and the Chair calls for a meeting to be held in Executive Session, can the Call of that meeting limit which Board members can and can't attend or should every member of the Board be included  in that meeting? 

Great thanks. 

I'm of the understanding that even some of the Board members are confused as to their status at the Annual Membership Meeting. It makes them reluctant to participate in debate not knowing which side they may be representing! Having them seated among the general assembly would set that question to rest!

On 6/29/2022 at 9:53 AM, Rob Elsman said:

I suspect that what you are thinking of as general members are actually volunteers to the organization, but not members in terms of the common parliamentary law.  Am I wrong about this?

At one time the organization was, in fact, a trust but was then sold for $10 and turned into a 501-c-4 corporation. We are a senior 55+ community and the corporation provides the recreation facilities, 8 recreation centers and 7 golf courses. As a homeowner we are all considered Members. The Article of Incorporation gives the power to amend the Articles of Incorporation strictly to the Membership. Both the Board and the Membership can amend the Bylaws. In fact, the Board has the power to amend the Bylaws on their own without Member approval!?!