Tomm

Because the Articles of Incorporation seem to have given them the authority, (see above)

Correct, that was my main concern. Under normal circumstance where the assembly is much larger and the board lacks such plenary power as ours does, a majority of the entire membership is typically a much larger and harder number to achieve!?!?

2:23 says you only require a majority vote to adopt a Standing Rule. I believe that within 2:23, 35:2(7) requires a Standing Rule can be amended by either a majority vote with previous notice or 2/3 vote of the majority of the entirel membership? The Articles of Incorporation gives our board the ability to: "3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation." "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." I'm not sure how those rules pertain to adopting Standing Rules but my question would be; If the board is only comprised of 9 members, then it seems that it would actually take a lesser number of members to amend a Standing Rule than 2/3rds? Previous notice and 2/3rds = 6 board members Majority of the entire membership = 5 board members Do I understand that correctly?

So...just as a follow-up, this is how our Annual Membership meeting with the above stated bylaw went down: The Members were able to achieve the 1,250 member quorum requirement thru great effort and proxies. This was the first time since 2009! 5 motions were submitted within the proper time frame and were put on the agenda. Each motion was read one at a time and each time the chair responded that they, the board, would review it for study. There was no voting by the Membership allowed. I asked 2 questions, parliamentary inquiry, first what does "Proposals or matters relating to the conduct of the business affairs of the Corporation" mean? Which business affairs of corporate business does this bylaw refer too? Please define corporate business or does it apply to everything the Membership proposes? My second question was; why is there a requirement of a quorum if Members aren't allowed to vote? Shouldn't the Members first vote on the motion to determine if the membership wants it or not and only if it passes is it required to go to the board for study or else it dies? The corporations lawyer and general manager both ran the answers to my questions in circles and no definitive response was ever given. Every response was referred back to that bylaw. So, it raises the question again, "if the Members can't decide or finalize any business at their own meeting, then is it even really a Membership meeting or just an extension of a board meeting calling all the shots?" I thought "Membership" provided full participation to attend meetings, make motions, speak in debate and vote? We are in aa VERY sad state of affairs!

Please explain 33:5 "A member may act contrary to his opinion, however, and may appeal from the resulting adverse ruling by the chair"

Touché Okay, it raises the question "if the Members can't decide or finalize any business at their own meeting, then is it even really a Membership meeting or just an extension of a board meeting calling all the shots?" Can the Members decide what the correct (or preferred) interpretation is? Call for a parliamentary inquiry, then appeal the decision of the chair then take a vote by the Membership?

Thanks...but it kinda begs the question, if the Members can't decide or finalize any business at their own meeting, then is it even really a Membership meeting or just an extension of a board meeting calling all the shots?

It has been said ad nauseam that the Members decide what their Bylaws say. Consider the following: First of all, the Board is totally allowed to amend the bylaws on their own. Several years ago they amended the bylaws as follows: 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. Question: "If brought before a Membership meeting" can be interpreted in two ways, "before" may mean "in front of" or it could mean "Prior to the Membership meeting taking place". I contend that if the intent was for ALL matters to be referred back to the Board for study, which is what the board is telling us just prior to our Annual Membership meeting, then the words "If brought before a Membership meeting" would not be necessary. So who decides? The Board or the Membership?

Hoo-Rah! Go Navy!

Articles of Incorporation state the following and a temporary replacement director was not installed for more than 2 months after the one director was removed! "2. Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors." (emphases mine) I suppose those two plus months without a director being installed as a replacement would be an area of concern? The director that was dismissed was dismissed the day after the last meeting of the board prior to their 2 month hiatus. The replacement was installed when the meetings resumed 2 months later.

I would just like to thank Mr. Martin for his extensive explanation and the time required to do so, as well as all other responders. If I'm not mistaken, however, I still have the opportunity to make a point of order due to continuing violation that was caused when the special meeting was improperly called without a purpose specified! Thanks again!

So was Mr. Martin wrong when he said "More importantly than terminology, be sure that the procedures used to remove the chair follow those in your bylaws, or the procedures in Ch. XX of RONR if your bylaws are silent." I'm not trying to pit you guys against each other, and I'm desperately trying to understand what appears to be a contradiction, but when the org's bylaws has a whole list of procedures required to suspend a Member, but those same bylaws fail to list the procedures to discipline a member of the board, why isn't that considered "being silent" on the procedures with the requirement to fall back on those in RONR?

I very much appreciate how you've all tolerated my rebuttals, but I am a hard headed Italian after all, and we will simply and respectfully agree to disagree...not that my opinion hold any weight! It's not so much whether or not you strictly adhere too or modify the procedures within 63, I just don't understand how you can classify the vote as being a "process or procedure" when a vote is simply the result of a determination after a procedure to evaluate the all the facts has been conducted?

With all due respect Mr. Honemann, I would argue that the bylaws simply state the reasons a director can be removed and the required vote to achieve such a dismissal, a majority vs 2/3rds! Surely, every decision made under RONR requires a vote but the process required to get to that point is where we differ in opinions as to whether the vote alone should be considered the total "process or procedure". Motions are required to have a "second", motions can be debated, speakers can only speak twice, and motions can only be amended twice before a vote must be taken. To me, that would be considered the "procedure" to process a motion. The vote alone is simply a determination whether the motion passes or fails. Similarly, as far as disciplinary actions are to be considered, executive session is part of the procedure as is an investigation, a trial, an opportunity to defend ones self, and the opportunity to appeal the decision. The vote is only applicable to determine guilt or innocents but only after the procedures for due process have been fulfilled! And those procedures are found in the organizations parliamentary authority, which is RONR because they are absent in the bylaws!

So who determines how silent a bylaw has to be to deprive a member of their due process?

Not wanting to beat this horse to death, but I would think the right to due process precedes RONR, the Bylaws, the Articles of Incorporation and the State Statutes? Just say'n! Can you spell K-a-n-g-a-r-o-o -- C-o-u-r-t ?

You guys know best and I will concede to your determination, however, the lack of due process, (i.e. an investigation, trial, an opportunity to defend ones self and the option to appeal) is a major concern!

Seems to me, that the state statute requires a procedure and just because the bylaws are silent on such procedures doesn't mean that they don't exist? I thought that as a matter of parliamentary law, if a statute provides that the bylaws can provide otherwise, then the inclusion of RONR as the parliamentary authority in the bylaws is sufficient to provide otherwise? RONR provides the procedures in Chapter XX? The Article of Incorporation states, for removal by the directors: "Removal of any elected or appointed Director may be done in either of the following ways: A. By a vote of two-thirds (2/3) of the members of the Board of Directors after a member of the Board is absent from three (3) or more consecutive regular meetings of the Board or who, in the opinion of such two-thirds (2/3) of the Board members, is unwilling or incapable of performing his or her share of the duties and responsibilities of a Director" B. (This paragraph if for the removal by the Members) It's my opinion that this Article only provides the reasons allowable for removal but doesn't address the procedures to be used? Here's what the state statutes says: 10-3808. Removal of directors elected by members or directors A. A director may be removed from office pursuant to any procedure provided in the articles of incorporation or bylaws. B. If the articles of incorporation or bylaws do not provide a procedure for removal of a director from office: 1. The members may remove one or more directors elected by them with or without cause unless the articles of incorporation provide that directors may be removed only for cause. 2. If a director is elected by a class, chapter, region or other organizational or geographic unit or grouping only the members of that class, chapter, region, unit or grouping may participate in the vote to remove the director. 3. Except as provided in paragraph 9, a director may be removed under paragraph 1 or 2 only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. 4. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, region, unit or grouping of members, the number of votes of that class, chapter, region, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal. 5. A director elected by members may be removed by the members at a meeting by written consent or by written ballot of the members authorized to vote on such removal. If the removal is to occur at a meeting, the meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director. 6. In computing whether a director is protected from removal under paragraphs 2 through 4, it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. 7. An entire board of directors may be removed under paragraphs 1 through 5. 8. Except as provided in subsection C, a director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office or any greater number as is set forth in the articles of incorporation or bylaws. 9. If, at the beginning of a director's term on the board of directors, the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of meetings of the board of directors, the board of directors may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. C. Notwithstanding subsection B, paragraph 8, a director elected by the board to fill the vacancy of a director elected by the members may be removed with or without cause by the members, but not by the board of directors.

First: no rulings were appealed because, frankly, the board is fairly ignorant of RONR, but that's another story! Second: Two of the nine board members were absent because they were out of town. Third: The Arizona Revised Statutes Title 10, allows for the org's bylaws to specify the procedures to dismiss a director. No such bylaws defining the procedures exist with the org's bylaws, however, the bylaws do give the board the authority to dismiss or discipline a board member only stating the reasons but not the procedure. RONR is the org's parliamentary authority and we believe that since the bylaws were silent on the procedure Chapter XX of RONR should apply.

All the meetings I referred to were meetings of the board. This upcoming annual membership meeting will be the first time we, the Members, can address those violations nd hold them to task.

The first violation was the fact that the board called a special meeting that was used to remove a board of director but failed to state the purpose of the meeting in the call. Both, our org's Bylaws as well as RONR require that the purpose be stated in the call. Further, RONR 9:15 states that the only business that can be transacted in a special meeting is that which was specified in the call. We therefore believe that meeting was null and void as specified in RONR 23:9. Second violation was the fact that our Bylaws fail to specify a procedure to be used to remove or discipline a director. Our Bylaws have extensive procedures listed in an Article to discipline a general member but not in the Article that specifically refers to members of the board. The board then failed to use the procedures as specified in RONR Chapter XX and simply took a vote and removed the director.

I appreciate your response but the problem is, these violations took place in board meetings too which I am not a member. The upcoming annual general membership meeting is really the first and only opportunity we have to address those issues? As you are well aware, as a guest in the board meeting we have no authority to raise such points of order or parliamentary inquiry!

That's perfect and one of the bylaws that was violated. The board removed another director by calling a special meeting of the board, held in executive session to which no purpose of the meeting was specified in the call. And too boot, the bylaws are silent on the proper procedures required to remove a director and they failed to use the procedures as specified in Ch.XX. Thanks!

Please advise the proper terminology per RONR.

It is anticipated that another member will be offering a motion to recall the chair. I would hope that when that motion is challenged by the chair and debated, and being current business at hand, it would be appropriate to challenge the previous rulings of the chair?