Tomm

The following motion was made by a Director but the chair wouldn't allow it saying that it was "out of order"? The Motion: Lawn Bowl Committee – Director John Doe – On behalf of the Lawn Bowl Committee, I move that the RCSC Board of Directors authorize the formation of an Ad Hoc Committee to review the impact to all members outside activities at the Mt. View Center. The committee’s task is to acquire affected member input and explore alternatives during the period disrupted facilities, also the effect of denying members activities at Mt. View for an extended period of time, which has not been historically done before. The chair stated RONR 39:5 and a Bylaw. The Bylaw states: G. Lawn Bowling Advisory Committee: The purpose of the Lawn Bowling Advisory Committee is to assist in the promotion and interest in lawn bowling, encourage fellowship amongst lawn bowlers, gather input from Cardholders and recommend changes to the Board in lawn bowling policies, fees, operations and facilities as a result. The concern: the recreation facility is going to be renovated and all the activities at that facility will no longer be available during the process. Question: Does the motion really violate the Committee's purview? Was it, in fact, in order?

Since official "minutes" aren't really recorded in a committee meeting, should the "memorandum in the nature of minutes" (50:24) be formally approved at the next committee meeting or simply read out loud or handed out prior to the meeting as a refresher of what transpired at the previous meeting? Is it wrong to vote on their approval?

They do not!

So is it safe to say that as long as the bylaws permit having an executive committee, it's not mandatory to create one. And if the board does creates one, that executive committee falls under the same rules as any other committee, meaning it can be created and terminated as the situation sees fit?

I'm having a disagreement with a colleague. He says that, (in our situation of a 9 member board,) the 4 officers of the board are inherently considered to be the members an executive committee. I say an executive committee must first be specified in the bylaws, and the members should be identified and not necessarily need to be officers. It might just be a few members who live locally and can meet in person if need be? Seems that on some occasions only certain members of the board are making decisions? The bylaws don't currently authorize an executive committee. Comments please!

10:54 says unauthorized electronic meetings can be ratified. All I'm asking is based on 54:55 must they still first be permitted to be held by a bylaw?

None. I'm just trying to verify that it's still necessary for electronic meetings to be first specified as allowable within the Bylaws and you can't ratify an electronic meeting unless they are?

Am I understanding this correctly? 10:54, item 3, that says an unauthorized electronic meeting can be ratified, but that's only if electronic meetings are first permitted by virtue of the Bylaws 10:55? I'm assuming the unauthorized electronic meeting referred to in 10:54 relates to one that perhaps is not properly scheduled or called, but are allowed by the bylaws?

Not strategizing. Binding decisions have been made and implemented. The full board does get to vote on the final decision, however, those who were not included in the deliberations are in the minority so when the final vote is taken they are in the minority. Might be time for §62?

Can an Ad Hoc committee that was only established to review and revise the bylaws declare it to be in executive session or prohibit guests from attending. Guests are allowed to attend every other meetings of the organization. Doesn't seem to be the proper use of executive session?

These decisions are being made by, shall we say, a president on a power trip?

Nobody's calling it that except me! My contention is if the president is doing what she's been doing then she has in effect created an executive committee without it being authorized in the bylaws. I'm attempting to inform those on the board who have been left out of several decisions a reason to challenge that process. It's my understanding that without an established executive committee the entire board must be included in all deliberations?

Must the number of, and members of, an Executive Committee be specified or can they change? If only the number of members is specified, can the Committee use some of the members only sometimes and other members at different times perhaps depending on the decision that must be made? Can the number of committee members change? I understand that many of those questions need to be answered in the Bylaws, however, our Bylaws currently do not authorize an Executive Committee but at times the board president does select only a few of the board members to take part in decisions. Are members of an Executive Committee required to be officers of the board?

Never mind! Sorry...found it!

Section 2 of what?

So...the non-profit corporation (501-c-(4)) was established years ago in accordance with state law but did not initially adopt RONR as its parliamentary authority. The Articles of Incorporation provided the board with its necessary authority, which of course placed the board at the top of the food chain. I'm wondering that once the corporation accepted and specified RONR as its parliamentary authority, did that now establish that the board is subordinate to the assembly? The board is elected by the membership. I have read on legal websites that a non-profit actually belongs to no one!

Some of the terms in the current bylaws are: Cardholder, Cardholder Privileges, Chartered Clubs, Company, Corporate Documents, Member Privileges, Senior Management...

I was just wondering if, perhaps, they belonged under standing rules where they would be printed under a separate heading in the same booklet as the bylaws?

Do definition of terms belong in the bylaws or should they be documented separately.

Arizona Revised Statutes: 10-3206. Bylaws A. The board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. 10-3721. Voting entitlement generally A. Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. A member is entitled to vote only on those matters expressly provided in the articles of incorporation or bylaws. B. Unless the articles of incorporation or bylaws or written agreement signed by the subject members and delivered to the corporation provide otherwise, if a membership stands of record in the names of two or more persons, those persons' acts with respect to voting shall have the following effect: 1. If only one votes, the act binds all. 2. If more than one votes, the vote shall be divided on a pro rata basis. Our Corporations Articles of Incorporation Article VIII, paragraph 4 states: "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." Question: Does the following Bylaw conflict with the corporations articles of incorporation because it doesn’t allow the Members to vote on amendments or motions at their own Annual Membership meeting? It’s my contention that to prevent the Members from voting the above article should have read, “The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members in accordance to Article IV, Section 4 of the Bylaws…”. Bylaw, Article IV, SECTION 4: MEMBERSHIP MEETING RULES AND REGULATIONS, Paragraph 2: “Proposals or matters relating to the conduct of the business affairs of the Corporation, if brought before a Membership meeting, shall be referred to the Board for study. Such matters, being solely within the powers delegated to the Board in accordance with the laws of the State of Arizona and Corporate Documents, will be considered only as a recommendation to the Board.”

To pretty much conduct the meeting in every other way!

I used disciplinary action only as an example. I guess what I'm really asking is if a pro-tem chair can preside and proceed with most any motion that was offered by a member of the assembly?

It was stated in another text that a pro-tem chair could not motion to establish a committee as a whole and proceed with possible disciplinary actions. Could a member of the assembly make that motion and proceed with the action?

If a temporary presiding officer can only preside over the meeting because he has no additional authorities, and does not assume any additional authority granted to that office in the bylaws, then can any other member of the assembly make a motion to go forward with other items? The temporary chair would then only be presiding over those procedures and not initiating them? At some point in the future I would like to make a motion to suspend the rules at our annual general membership meeting and replace the chair, which is typically the president of the board, with a Member of the general membership. How much authority would that temporary chairperson have?

If the temporary presiding officer can only preside over the meeting because he has no additional authorities, then can a member of the assembly make a motion to go forward with other items? The temporary chair would then only be presiding over those procedures?