Tomm

On 4/5/2022 at 1:58 PM, Atul Kapur said:

It's right there in Section 2.

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!

On 4/4/2022 at 4:39 PM, Josh Martin said:

It may help if you were able to provide an example of what you had in mind.

Some of the terms in the current bylaws are:

Cardholder, Cardholder Privileges, Chartered Clubs, Company, Corporate Documents, Member Privileges, Senior Management...

On 4/4/2022 at 4:25 PM, Joshua Katz said:

it doesn't just make sense; defining them somewhere else doesn't make a lot of sense.

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.”

On 3/31/2022 at 11:38 AM, Dan Honemann said:

What do you mean by "proceed with most any motion that was offered by a member of the assembly?"

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?  

On 3/30/2022 at 11:10 AM, Josh Martin said:

A temporary presiding officer only assumes the authority of the chair in regard to presiding,

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?    

On 3/30/2022 at 11:10 AM, Josh Martin said:

it may also be possible to discipline the chair at that meeting rather than holding a separate meeting for the purpose.

Can the pro-tem chair declare a committee of the whole and proceed with disciplinary actions?  

On 3/30/2022 at 10:40 AM, Rob Elsman said:

No, Tomm.

Could you please elaborate a little as to why? (62:12 & footnote 5)

On 3/29/2022 at 4:13 AM, Josh Martin said:

Based upon the facts presented, I don't think the Treasurer can call the special meeting. If the bylaws provide that the chair calls the special meeting, the chair calls the special meeting. As a parliamentary matter, the solution to this problem would be to get a new chair, but if the chair refuses to call a special meeting, that will need to wait until the next regular meeting.

At the next regular meeting can the motion be made to suspend the rules and appoint another person to chair the meeting. That new chair person can then set the time and place for a special meeting to discipline the derelict chairperson?

So, if I understand 9:35 correctly, if a Board or any Standing Committees established in the bylaws wants to hold electronic meetings, the bylaws must allow for electronic meetings. But if the board only establishes an Ad Hoc committee, that committee is allowed to hold electronic meetings with the permission of the board at the time or anytime thereafter it was established?

Is a written rule required or does the motion made and recorded in the minutes of the meeting suffice? 

When any existing article or section of the bylaws is amended, should some sort of notification be noted in the bylaws themselves?

Is there a proper way to note, by possibly noting a date in the margins when that change was made or is there some other preferred method?

If some sort of notification is desirable, should a brand new article or section that didn't previously exist be noted?

A date would at least identify when the amendment was made and you could go back to those meeting minutes when the amendments were made, or is none of the above necessary?.

On 3/26/2022 at 5:22 PM, Rob Elsman said:

but attendance at the deliberations of the committee is restricted to committee members.

But are the decisions that take place at the committee meeting really a deliberation? The committee can only submit a report but doesn't make any final decisions!

Just wondering if RONR mentions anything about who's allowed to attend a board established Ad Hoc Committee? There's nothing mentioned in our bylaws and was wondering if non-committee members, but members of the corporation, can be prevented from sitting-in on the meeting, as a guest?

If no specific restriction is in the bylaws, should we be allowed to attend as a right of membership even though not being a member of the committee?

An important Ad Hoc committed tasked with reviewing the bylaws is about to take place and I am very interested in attending as a guest.

Any citations in RONR?

When inserting the parliamentary authority into your bylaws as stated in 56:66 should the word "Society" be replaced with the actual name of the organization?

How and where can I find out if a parliamentarian is actually credentialed?

Our board is required to have 3 separate readings and votes on a motion before it passes (with an allowable waiver option with 2/3rd's vote). I understand that RONR doesn't address the 3 reading process but it has now raised two questions.

1. Even though the entire order of business is completed in one meeting as specified in 8:4, some are implying that the session lasts for three meetings.

2. Others believe that because there's a periodic change in the board (9 member board, 3 of which term out at the end of each year) that that is a reason to call the whole year a session? They believe that just because all unfinished business dies at the end of the year that would constitute a session.

It's my opinion that the changing of the membership at the end of each year has nothing to do with a session but only term limits.

I also believe that each meeting is, in fact, a single session and if the sessions were too last for a year then the Bylaws would be required to specifically establish/state that, which they don't.

Please advise!

On 3/14/2022 at 5:56 PM, Josh Martin said:

Just to be clear, are you saying the board no longer permits Member Comments? Or is the board now handling Member Comments in some other manner?

Well...at this mornings meeting they amended the Bylaws which now will state that the Members can only comment on motions that are listed on the agenda! The Bylaws still say that the agenda can be amended which means to me that a brand new motion can be presented under New Business and since it wasn't listed on the agenda the Members will not be allowed to comment? But I guess that's gonna have to be the way it goes and the Members will be shut out of making any comments on those new motions.

This whole issue is kinda in a state of flux and I guess we'll just have to wait to see what happens.

On 3/14/2022 at 5:41 PM, Josh Martin said:

How has the board handled this matter in the past?

There use to be two locations on the agenda, one was before any of the motions were debated and the other was at the end of the meeting.

The agenda use to be approved at the beginning of the meeting but they have since stopped approving the agenda and removed the member comment section, however the Bylaws still state that there will be time allotted for Member comments.

I suppose the board now believes they are functioning under RONR standard Order of Business and that's why they no longer feel they need too approve the agenda, however, it seems that they are now in violation of their own Bylaws? 

On 3/14/2022 at 12:19 PM, Bruce Lages said:

Yes, at least to a certain extent. I think of the phrase 'Open Forum' as encompassinges a broad spectrum of possibilities, including the situation Tomm has asked about, i.e., members of the organization raising issues of concern to the board at board meetings. I interpreted the original issue, stated as "member comments will be allowed at board meetings" in this light, as a defined period in which members could raise issues of concern for the board to consider, rather than a situation  in which the non-board members would, in effect, be participating in debate. That scenario would indeed require a special rule of order.

So if I'm understanding you correctly, to allow non-board members to participate in debate at a board meeting it would require a special rule of order, which I can understand. But if the "Member comments will be allowed at board meetings" is mentioned only in the bylaws, then does that require a special rule of order that creates an agenda that allots the time and place within the board meeting that would allow for those member comments to be made? 

If it's only stated in the bylaws then without a customized agenda/special rule of order, how else will the time for member comments to be known?

Yes. The member comment section relates to non board members commenting at a meeting of the board.