Tomm

Motion to Reconsider 37:21: Regarding the ability to debate after exhausting your right to debate; can you better explain "(But such a member can pursue an equivalent purpose while the motion to Reconsider is pending, since the motion proposed to be reconsidered is also open to discussion in debate on the motion to Reconsider)" I get the point about exhausting your two, ten-minute rule on debate but not quite understanding the additional allowable allotted time?

If at the Annual Membership Meeting where the president of the board is the acting chair and the rest of the board members are also in attendance, how are the board members in attendance to be viewed? Are they still considered as board members or simply part of the general Membership?

I'm sorry but I fail to see the difference? What am I missing?

Is this process clearly articulated somewhere in RONR? I find that VERY interesting!

Am I understanding you correctly that during the General Annual Membership Meeting the Members, with either a 2/3rd's vote of those in attendance, a majority vote with previous notice, or majority vote of the entire membership can request to see the minutes of an Executive Session that was held by the Board, providing of course, the General Membership Meeting goes into Executive Session itself?

When you say "standing rule" are you simply referring to permission being authorized in the motion to establish the committee or are you referring to a Standing Rule as in Special Rules of Order and Standing Rules?

9:35 says the bylaws must authorize electronic meetings to do so. Question: Regarding a Standing Committee; does that mean that electronic meetings must first be allowed for the entire parent organization or can a bylaw state that electronic meetings can only be used by committees? Question: Can a Standing or Ad Hoc Committee be created with the allowable use of electronic meetings while the parent organization or other committees cannot?

How much must the standard order of business change before you need to write a special rule of order for the different order of business? Example: If a typical board meeting always allowed member comments at a certain points. Reading and Approval of MinutesReports of Officers, Boards, and Standing CommitteesReports of Special (Select or Ad Hoc) CommitteesSpecial Orders Member Comments Unfinished Business and General OrdersNew Business Member Comments Question: Would the above additions to the order of business warrant a special new order of business?

Well, the members of the board aren't that savvy in the use of RONR. After much pressure from the general membership they finally decided to form an Ad Hoc committee to review and revise the Bylaws. I believe this should be a standing committee but I'll take what I can get for now. As a non-member of the board, I'm applying for a position on that committee in hopes of improving many issues.

I'm referring to an Ad Hoc committee established by a motion of the board. You're referring of course if the rule was established in a bylaw?

One last question!...Would it be correct that, regarding the establishment of a committee, if you were to specify that the board chair would select the chair of the committee and the chair of the committee would select its members, that should be a special rule of order rather than a bylaw?

This is where my confusion kicks-in! Seems like the only mentions in RONR regarding what a special rule of order is, is if you want to change the rules for debate, specifying which procedures in small boards you use or not use and the allowable use of a consent agenda? I'm sure there are many others but I just can't seem to differentiate what they might be! It would be great if you could provide a few more examples which may help me get by brain around the difference!

Are there pro's and con's as to when or why you should establish a rule in a bylaw or when you should just make it a special rule of order? The vote requirements to suspend either one seem to be the same 2/3rd's?

But the initial meeting must first be a regularly called meeting, a special meeting or an adjourned meeting? It's my understanding there is no such "type" of meeting specified as executive session?

Question 17: in RONR in Brief asks "Can votes be taken in an executive session?" "Answer: Yes, votes can be taken in executive session. Proceedings in an executive session are secret, but are not restricted in any other way." Question: An executive session is basically a meeting within a meeting and the original meeting was established with the required quorum, but can a break-out executive session within that meeting be held, with votes cast, with less than a quorum within that executive session?

Agendas were typically published and posted 7 days before a meeting of the board. The last couple of meetings, the agenda's continue to be posted but didn't list "approval of the agenda" on the agenda and no motions were made at the meeting to do so. Must it be approved at the beginning of the meeting? Is there some sort of advantage not to approve the agenda? Does not approving it give the board some sort of advantage or more options?

Is there a citation in RONR that makes that point clearly? I know a board member who had previously been dismissed from the board but has since ran for office again and is now back on the board. This board member was unable to attend the executive session that was used for her dismissal and has not been allowed to see the minutes of that meeting! I think knowing this would be extremely beneficial!

Understood. But the question I originally had wasn't really answered. Every response seems to state the vote is based on an "either or," The bylaws may be amended by either 1) a 2/3 vote with previous notice OR 2) a vote of a majority of the entire membership (without notice). Forgetting about any other requirement for the moment, the question was: Question: In a small board of 9 members, a Bylaw can be amended with a majority vote of 5 to 4 even if previous notice was given and the entire membership was present? Thanks One last comment please. Admittedly, I have great difficulty understanding many issues because I thought the rule was that if it's not specified in the Bylaws and there's a rule for it in RONR, then RONR sets the requirement? If nothing is mentioned in the Bylaws regarding previous notice or the required vote to amend a Bylaw (majority or 2/3rd's) then I would look and assume RONR had the answer or else, if what your saying is true and nothing is specified in the Bylaws why couldn't or wouldn't you simply be allowed to amend a Bylaw on the spot with a majority vote? What am I missing?

The Articles of Incorporation does give the board of directors the ability to amend, modify, revise or revoke the bylaws. The only requirement of previous notice is specified in the bylaws for Membership meetings and not board meetings. 10 days for bylaws, 30 days for Articles of Incorporation. Meetings of the board specify that an agenda must be posted 7 days before a board meeting but that the agenda can also be amended. Nothing about previous notice of a bylaw change and since the bylaw states that the agenda can be amended, I assume you can present a new bylaw amendment under new business where no previous notice was given. Seems to me that the requirement of 7 days in this bylaw is only for the posting of the agenda and not for any motions. Besides, the agenda isn't finalized until its voted on for approval?

Am I reading 56:50 correctly? In a small board of 9 members, a Bylaw can be amended with a majority vote of 5 to 4 even if previous notice was given and the entire membership was present? Is the 2/3rd's with previous notice and the majority of the entire member both acceptable to pass an amendment to a bylaw? If only 6 members showed up which would constitute a quorum as well as a majority of the entire membership, you would still require only 5 votes to amend the bylaw?

I will yield to your conclusion and will not challenge the Board/Bylaw, however, I still lean more to the belief that the focus should be on the "privilege" and not the petition. Any Member can go to the corporate office, show their membership card, pick-up a candidate packet, and start collecting signatures on facility property. For a Member to start a recall petition, or any petition, they must first get the approval to do so, which typically goes thru the corporations lawyer and they can refuse to allow you to even start the petition, (which was just done) not to mention all the rules, start dates, end dates, 3,218 signatures, etc. that go along with it! I also view this as a restrictive rule that benefits and protects the board members and restricts the Membership. While it makes running for the board an easy task, it restricts the Members abilities to even initiate a recall, or referendum type of petition. But I guess rules are rules and this is one I was hoping to change so that ANY Member could collect signatures on facility property regardless of the type of petition! Thanks for all your responses.

I kinda half-heartedly understand your explanation, but it seems to me "equal privileges" means that either every member can collect signatures on facility property or nobody can regardless of what the petition is about!

With all due respect, I don't believe you understand what's happening! If you're running for the board you're allowed to collect signatures on the facility property (candidates are required to collect at least 100 signatures to be eligible to be put on the ballot). If you're not running for the board, you cannot collect signatures on facility property regardless of what the petition is for! What am I missing?

Well, I'm not sure exactly how you are interpreting that bylaw but the truth is, if the Membership wants to collect signatures for absolutely any reason, including to call a special membership meeting, we are not allowed to collect our signatures on facility property! For the life of me, I just don't understand how that's NOT creating a special privilege? Just because you may be running for the board, until you are actually elected you don't deserve to have any more privilege's than any other Member?

Can we agree that this bylaw is affording special privilege's to only certain Members while excluding the rest? In the meantime, it all relates to simply gaining signatures for a petition? It seems to me that this Bylaw is creating 2 different classes of Members when the Articles of Incorporation require otherwise?