Tomm

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?

Bylaws state under Acceptable Practices During the Petitions Circulation: 2. Petitions will not be: 1. Circulated within or at RCSC Facilities except those for RCSC Board Candidates. This prevents the general Members from collecting petition signatures for initiatives, referendums and recall petitions on the RCSC Facility property. The Articles of Incorporation states: "The Bylaws of the Corporation shall prescribe the qualifications of Members and the terms of admission to membership, provided that the voting rights of all Members shall be equal and all Members shall have equal rights and privileges, and be subject to equal responsibilities." I contend that affording the privilege of collecting signatures to only those members who are running for the board is a violation of the Articles of Incorporation which states all Members shall have equal rights and privileges. Question: Am I correct that that bylaw needs to be amended and the words in that entire requirement need to be stricken?

Quite the opposite. I'm suggesting that the Members should be allowed to vote at their own annual membership meeting especially because the Articles of Incorporation states "In the event of a conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail." Granted, the board was established to run the corporation but are sub servant to the general membership. If the members shall prevail in a conflict then it seems to me they should be allowed to vote at their own meeting!

Members aren't being allowed to vote at their own Annual Membership Meeting because of the following Bylaw: SECTION 4: MEMBERSHIP MEETING RULES AND REGULATIONS Robert’s Rules of Order shall govern procedure at all meetings of the Corporation provided they are consistent with the laws of the State of Arizona and the Corporate Documents. A Parliamentarian may be present at the discretion of the President. 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. If the disposition of these proposals or matters is determined by the Board not to be in the best interest of the Corporation, the Board shall announce its decision and such proposal or matter shall not be considered further. The Members may, by petition signed by at least ten percent (10%) of the total Membership of the Corporation as of the first day of the preceding July, bring the proposal or matter before the Membership for a majority vote of the Members present at a duly called and noticed Annual or Special Membership meeting. I just discovered this text in the Articles of Incorporation: The Bylaws of the Corporation shall prescribe the qualifications of Members and the terms of admission to membership, provided that the voting rights of all Members shall be equal and all Members shall have equal rights and privilege's, and be subject to equal responsibilities. Questions: 1. Can the Bylaws really prevent a Member from voting at their own Annual Membership Meeting? 2. Based on the Articles of Incorporation, and since Board members are also General Members of the corporation, should they be the only ones allowed to vote on motions presented by the Membership at Membership meetings? Aren't they considered "privileges" not afforded to every Member? The result of any vote on any particular motion affects ALL the Members of the corporation which doesn't appear to be providing equal rights to all Members? (Note: the Articles of Incorporation also say this: "The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of a conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail.") Kinda seems to me that even the Articles of Incorporation are in conflict with the term of "equal rights" regarding voting and privilege's?

If it's only one portion (sentence) of the bylaw that is inproper is it correct to assume that only that sentence is invalid and the remaining portion is still valid?

If you find that an existing bylaw violates an article of incorporation, is there a way to immediately invalidate the bylaw?

As I understand it, the motion to renew can be used at the current meeting, or a future meeting, as long as it wasn't presented to the assembly because it was either withdrawn or it didn't receive a second, but if the motion was voted on but failed, it can be presented at the next meeting as a new motion without first using the motion to renew? True or False? What effect do the rules for small boards affect the motion to renew when a second isn't necessarily even required?

I must have misunderstood your previous comment...sorry!

Thanks to all for all the responses, but I have to honest...I'm still a little confused and not sure how my initial questions were answered!?!? Question 1. Can the members be forced to leave the room while the remaining board members vote on their dismissal? Question 2. Is it a conflict of interest to allow the board members in question stay in the room and vote against their own dismissal? The way I understand all the responses is this; the members can't be forced to leave the room or lose their right to vote unless there was some written rule in the bylaws instructing disciplinary procedures. As members, not yet disciplined, they still have the right to both attend the meeting and vote? However, it may not be the wisest decision to refuse the chairs request to leave the room during a vote. Do I have that about right?

The board consists of 9 members

There are no procedures in the Bylaws to discipline a member of the board, but that's a story for another day. The only reference to disciplining or dismissal of a board member are the reasons to do so, which are missing 3 consecutive meetings or unable to perform your duties. I'm most curious as to whether remaining in the room and voting against any disciplinary action is a conflict of interest!

Situation: The board is to meet in a special meeting to be entirely held in executive session later this week. No purpose of meeting was specified in the call but that's not my concern right now because you have explained that issue in the past. (Meeting is null and void 9:15, & 10:26 (1)) It is suspected that 2 board members may be facing disciplinary actions. Question 1. Can the members be forced to leave the room while the remaining board members vote on their dismissal? Question 2. Is it a conflict of interest to allow the board members in question stay in the room and vote against their own dismissal? I believe that it's their right of membership to remain in the room, and to vote? Yes or No!

If there wasn't a vote to approve the agenda, does that affect any of the business transacted?

Then what happens to the unfinished business?

And would that be a motion to suspend the rules and require 2/3rd's or majority of the entire membership vote?