Tomm

The President of the Board, seated at the head of the auditorium, presides over our annual membership meeting and has the remaining board members up there as well. 

Question:  What, typically, is the proper place for those Board members to be seated? Because they are there as a Member of the organization and not in their capacity as member of the Board shouldn't they be seated among the assembly and not at the head table?

I'm pretty sure there's nothing in RONR that address' this question but wondering what you may have experienced in the past?

Question: Should the Secretary of the Board take the minutes or should a Member of the general Membership be assigned that duty?

On 6/24/2022 at 1:43 PM, Joshua Katz said:

Okay. If the voters, confronting a motion to amend something previously adopted, choose not to concern themselves with what was previously adopted, they'll likely not get good consequences. But RONR is not a guide to getting good consequences, just to getting the outcomes a majority supports (after the minority is heard from).

I get it. Both motions get you to the same place. Seems to be more to the fact that most members don't understand RONR and the proper application of its rules/motions. 

On 6/24/2022 at 1:30 PM, Joshua Katz said:

Why would you presume that the voters, being asked to amend something previously adopted, would do so without looking at the thing to be amended?

Because it's easy! Especially if it's to purchase something you may want! 

A simple motion to approve more expenditures doesn't imply or require any additional review of what the current budget may be. It's simply asking for more money! 

Damn the torpedo's, full speed ahead!

On 6/24/2022 at 11:52 AM, Joshua Katz said:

The body that adopted it can (so far as RONR is concerned) amend it by adopting the motion Amend Something Previously Adopted

Is it necessary to make a motion to Amend Something Previously Adopted if the budget has already been approved or can a simple motion to approve an additional amount of expenditures acceptable?

I know it seems trivial and almost like both motions are the same, but I would assume that continuing to add more expenses with a simple motion without first reviewing the original current budget by Amending Something Previously Adopted, you can quickly find yourself in the position where the budget is no longer in the black? 

Does the motion to Amend Something Previously Adopted add any additional due diligence rather then a simple motion to approve more money? It's kinda like leaping without looking to do so!

On 6/15/2022 at 1:36 PM, Rob Elsman said:

So, I am not certain what is going on here.  Are you saying that the secretary of the board is changing the wording of the motion?

I'm not sure what's going on either, but a member of the board (I'm not a member) contacted me and basically asked the original question. He apparently knows the motions that will be on the agenda of the upcoming meeting?

On 6/15/2022 at 1:23 PM, George Mervosh said:

I'm afraid to ask, but why is it "Unauthorized", Tomm?

I consider it "unauthorized" because the original motion is being changed without the approval of the entire board. I would have to conclude that once the original motion was presented to the board at the last meeting it no longer belonged to the maker but to the entire board, and any change is required to be voted on and approved by the entire board? 

I understand that RONR doesn't address motions that require more than one reading at consecutive meetings, however, I'm wondering if the second reading of the motion was different than the first (no limit on dollar amount in first reading but added to the second reading) what's the proper motion to address this issue or should it be considered a first reading again?

The second reading will be presented at the next board meeting next week.

Please advise.

If, for instance, there is a Standing Committee, titled "Long Range Planning Committee"; would it be appropriate for that committee to create an additional special committee to pursue some other related task such as generating a questionnaire to be presented to the general membership asking what they would desire to have in the future for the organization?

50:10 seems to say that the Standing Committee should perform related tasks itself with no authority to create a committee within that committee?

Wouldn't the creation of that questionnaire be part of the original responsibly tasked to the Standing Long Range Planning Committee...looking into future needs?

The assigned function of the committee is:

"H. Long Range Planning Committee: The purpose of the Long Range Planning Committee is to provide the Board with reports, recommendations, and suggestions regarding the future needs of Members and a suggested timeframe to implement future facilities and programs to meet those needs.  

Is there a definitive statement within the Articles of Incorporation that would indicate whether the Members or the Board of Directors is the superior assembly?

Granted, the Articles of Incorporation state that the affairs of the corporation shall be conducted by the Board of Directors, but I assume the "affairs of the corporation" pertain to the facilities management, (i.e. I interpret them to be the tools and services that support the functionality, safety, and sustainability of buildings, grounds, infrastructure and real estate, and not necessarily the rules that govern the Membership?).  I would conclude that those requirements were established prior to the general membership during the establishment of the corporation?

The Articles allow the directors to amend the bylaws without the approval of the general Memberships and state, "3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation." But they also state: "4. 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." (emphases added)

Question: Does stating that the "action of the Membership shall prevail" place the general Membership the superior authority?

Board of Directors meeting:

Director A is the Chair of a Standing Committee. Director B is the Co-chair.

Director B put a motion on the agenda (agendas are not approved at the beginning of the meeting) Director B was unable to attend the board meeting because of medical issues.

When the motion came-up, Director A pulled the motion because she said it didn't go thru the committee and the chair agreed.

Director C questioned the authority of Director A to pull the motion and offered to make the motion on behalf of Director B but it was not allowed and the motion was pulled?

Question: Does this seem correct or should the chair have allowed Director C to make the motion on behalf of Director B?

On 5/26/2022 at 6:45 PM, Rob Elsman said:

Since it appears from the facts that an appeal from the decision was not raised, the ruling of the chair stands.

I agree, but in your opinion, does it appear that the motion violated or over-stepped its bounds as a committee?

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?

On 5/13/2022 at 4:28 PM, Gary Novosielski said:

Do your bylaws actually "permit" one?  

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?

On 4/17/2022 at 4:31 PM, Rob Elsman said:

What action was taken on the basis of the electronic proceedings?

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?

On 4/13/2022 at 1:24 PM, George Mervosh said:

Are you sure he's not just strategizing and planning outside of a meeting setting, rather than actually making binding decisions outside of a board meeting? 

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? 

On 4/13/2022 at 1:13 PM, Atul Kapur said:

Are these decisions made under the authority of the board?

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

On 4/13/2022 at 1:07 PM, George Mervosh said:

See RONR (12th ed.), 49:13, especially the last sentence - "A board cannot appoint an executive committee unless the bylaws so authorize." 

So who is calling it that?  

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?

On 4/5/2022 at 2:03 PM, Tomm said:

Section 2 of what?

Never mind! Sorry...found it!