Tomm

18 hours ago, Josh Martin said:

I strongly suspect the rule only applies to main motions. Surely if a motion to recess or adjourn is made, you don't read this motion at three consecutive meetings.

WOW! I didn't think of that! 

I guess if you're a textualist the statutory interpretation of "Motions made in Board meetings..." doesn't really differentiate between the types of motions!?!?!?

Would adding the term "Main Motion" be sufficient enough to correct that Bylaw and eliminate the confusion with every other type of motion?

It applies to all motions, but the Board does meet twice a month. If they want to implement a motion right away they simply vote to waive the three readings!

Assuming we are simply dealing with RONR;

As the deliberative process advances up a ladder from main motion, too a primary amendment, then too a secondary amendment.

Is this correct:

Member A can speak twice in debate on the main motion.

Member A can speak twice in debate on the primary amendment.

Member A can speak twice in debate on the secondary amendment.

However, as the amendment process works its way back down the ladder, Member A no longer has the ability to speak in debate because he/she used his/her allotted time up.

But....If Member A only spoke once on any one of the amendments, he/she could speak in debate one more time on that amendment, as the amendment process works its way back to the amended main motion?!?!

Here's the rule:

At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website (www.xxxxxxxx.org). Motions made in Board meetings, excluding Executive and Special Sessions, shall be read and passed a minimum of three times before finalized and acted upon unless readings are waived by a two-thirds (2/3) majority of the Board (6). As soon as practicable, a brief summary of the preceding Board meeting shall be posted on the XXXX website (www.xxxxxxx.org). After approved by the Board, minutes of Board meetings, excluding Executive Sessions, will be available on the XXXX website (www.xxxxxxx.org) or to Members in good standing at no cost upon request at the Corporate Office.

Thanks to Mr. Kapur I now kinda see the the difference between an amended motion and a new one. I was kinda thinking that it was distinction without a difference but now I know!  Thanks!

So then, would I be correct that the only reason you brought up the issue of "germaneness" is because of the 3 reading requirement and whether or not the readings should start over or continue from where it was?

Forgetting about the 3 reading requirement for a moment, would you agree that by voting and adding the additional verbiage to the original motion does, in fact, cause it to become a new main motion?

Like I said, the 3 reading rule is screwing with my head! 

Now you've got me wondering; if the added "germane" verbiage didn't result in a new and separate motion, then why was it necessary to vote on the addition of the new verbiage? Could the chair simply have declared the new wording was germane and restated the motion with no additional vote on the amended wording?

I suspect that the 3 reading rule is screwing with my head! And of course an amendment to add the additional verbiage must be voted on?

Suppose the added verbiage was "for approval by the Communications & Marketing Coordinator and a Sr. Manager prior to publication"?

Couldn't that open up a whole new can of worms and questions because perhaps now, with the added verbiage, some members may only want approval from a Sr. Manager and not  from both?

Seems to me (and I'm probably wrong) that this new added approval process opens up a whole new avenue of debate and therefore is not germane?

As an extreme example of a very small change, I'm contending that if a secondary motion was made, and passed, to strike-out the word "and" and insert the word "or", it in fact becomes a brand new main motion !?!?!

Even though not addressed in RONR, our corporate Bylaws requires 3 readings of a motion (with exceptions) prior to final approval. During  the the second reading a secondary motion was made to add verbiage intended to clarify the main motion.  The chair determined that the wording didn't change the original intent of the motion and allowed it to be approved as the second reading.

My argument is the amended motion was, in fact, a brand new motion because the additional verbiage could result in unintended consequences, raise brand new concerns, and therefore requires it to go thru the three full reading process again.  

Would I be correct?

A newly formed Standing Committee has been formed as follows:

1. Communication Through Technology Committee: The purpose of the Communication Through Technology  Committee is to recommend avenues for improving ways to reach out and interact with Cardholders to facilitate communication and exchange of information; and to recommend information of interest and value to be provided to Cardholders and potential XXXXXX (name of community) Arizona residents.

The Committee has determined at their meetings that they want to produce a monthly video magazine highlighting the communities Club activities and residence of interest.

Question: Since the Committee has not yet made a report to the Board, and since the Committee was not authorized "with power", can it actually produce a sample episode of their video magazine and include it their initial report to the Board? 

It's my belief that the Committee must first present their report to the Board with the recommendations of the things they would like to do, and how to do them. Then someone would need to make a motion to allow the Committee to actually produce a sample video magazine. Some believe that the sample video can be produced and included in the initial report to the Board.

Pleas advise!   

11 hours ago, Richard Brown said:

Question:  If you haven't had an annual meeting in over seven years, how are the members of the board and the other officers being elected?  Aren't they elected by the membership?

Candidates campaign in the community throughout the Summer then in Nov. on-line voting begins till sometime early in December when an actual one day Election Day occurs and members cast their votes by ballot, in-person.

Well, I did a little digging and this is what I found. We're referring to a Senior Community Corporation.

At the Annual Membership Meetings, there needs to be a 10 day previous notice to amend the Bylaws and a 30 previous notice to amend the articles of incorporation.

At the Meetings of the Board the only thing required is "a 7 day notice of the Agenda, subject to amendment", which I suppose means the Agenda could be amended at the current meeting to introduce an amendment to the Bylaws? No other mention of any sort of previous notice. 

Digging a little deeper into the Articles of Incorporation I found these two little gems,

"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 a conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail".

Bottom line: As far as amending the Bylaws, it appears that the Board of Directors can pretty much do what they want, when they want, because there hasn't been an Annual Meeting in over 7 years to challenge anything because a quorum can never be achieved!  I suppose that means that everybody in the community is happy with the way things are running?

Would I be correct assuming the following procedure must be taken to amend a Bylaw:

1. If a Standing Committee wishes to amend a Bylaw so that the Committee is redefined "with a certain power" it must first approach the Board at a Board meeting where it can make the motion to amend.

2. If the motion is approved, (and after debate to possibly change some wording), it must meet the requirements of Previous Notice.

3. Once the Previous Notice requirement has been achieved, it will be re-introduced at the next meeting where it can be actually be voted on (assuming nothing changes during debate) and approved? 

I guess my concern is the proposed amendment can't really be voted on to change if it's the very first time everybody has heard about it? 

Would it be correct to say that a Standing Committee appointed by the Board "is not considered to be a form of assembly" (50:1) and unless it was appointed "with power" (50:5) which means it has no autonomous authority to do anything except present a report to the Board, after which motions can made to implement the recommendations?   

At today's Board meeting, a Board member read and presented a motion to the Board, however, her oral presentation of the motion had a little intentional variance in the wording of the motion than that, that was printed in the Agenda.  Another Board member questioned whether the difference warranted an amendment to the motion because the text was different than the motion that was orally presented. The Chairman said that the motion need not be amended because the motion was not actually presented to the Board until it was presented in the form of a motion by the Board member. Basically saying the text in the Agenda was not the official motion so it doesn't really count yet.

Was that the correct response or should have the written motion as worded in the Agenda been amended because the Board members were already aware of the motion as printed in the Agenda?

I'm a bit confused. Mr. Gerber stated the following in a previous post titled "Membership is less than quorum?"

Mr. Gerber stated, "RONR doesn't recognize any such thing as a "dormant member". If you can get *all* the members to attend a meeting, then the quorum rule could be suspended in order to amend the bylaws or to admit new members. (RONR (12th ed.) 25:10n8)"

But RONR 12th ed. 25:10 footnote 8 states that "An elected or appointed body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present."

Can someone please explain what I seem to be missing? There seems to be a contradiction?

Is it typical or even recommended to establish a Standing Committee within a Standing Committee?

The Bylaws state in its preamble, "WHEREAS the corporation’s intent to engage in the business of real estate is solely for the function of accepting foreclosure assignment of real estate in xxxxx,(city name) from the Recreation Centers of xxxxxxx for the purpose of collecting all amounts due the xxxxxxx (recreation centers of xxxx) and associated legal and collection costs."

The Article of Corporation however say, "ARTICLE II - INITIAL BUSINESS; The Corporation initially intends to engage in the business of real estate"

Question: Can the corporation do dealings in any and all transactions that relates to real estate as stated in the Articles or are they strictly limited only to the purpose of collecting fees that may be delinquent as stated in the Bylaws even though the Articles take precedence over the Bylaws?

Sorry Mr. Elsman...spell check screw-up!

Thank you. I can understand your confusion as it is my frustration!

Mr. Feldman has it about right and our muscular set of rules.

Well, it's listed within the same Article in the Bylaws under Board Meetings as my previous post requiring a 7 day notice prior to all Board meetings except Executive and Special Session.

They are in the Bylaws:

"The XXXX Board of Directors may hold a planning session quarterly or as needed to discuss issues or to garner information from the General Manager.  These sessions will be open for attendance by Members who will not be allowed to comment.  These sessions will be video recorded and posted on the XXXX website."

17 minutes ago, Rob Elsman said:

The more I read about this board, the more I become convinced that it has such a muscular set of rules for itself that what RONR has to say is of much less importance.

You're right about that....the Article of Corporation gives the Board the sole power to "amend, modified revise, and revoke" the Bylaws, so even IF the General Membership at the annual General Membership Meeting were to pass a motion/amendment, (like reducing the annual dues) the Board could just reverse and wipe it away!

The Planning Meeting is similar to a Board meetings. They are open to the general membership however general members are not allowed to make any comments about what they are discussing unlike at regular Board meetings. Planning meetings are "suppose" to be meetings where things are discussed in much more depth and length but motions for action are reserved for the regular Board meeting. Seems to me that most Board members don't really want to challenge or vigorously debate an issue when the general membership is in attendance. I think they thought that the Planning meeting would allow Board members to speak more openly, but that didn't seem to happen either! 

As a guest and regular attendee at these meetings I can see that the REAL negotiations take place before the Board meetings where one group will conspire against the other and things are decided before the meeting even starts or they even vote!!!!! You can watch the huddles up on stage!

Corporate Bylaws state:

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website....."

Wouldn't  a Planning Meeting of the Board require the same Previous Notice as any other meeting of the Board (except Executive and Special Session). Planning Meetings don't necessarily always happen on the same day as a Board Meeting as happened today!

I hope you can follow this!

The Agenda for today's Board meeting included a power-point presentation from a Standing Committee.

The Agenda was amended to remove the power-point presentation from the current Board Meeting and move it to a Planning Meeting which would take place immediately after the Board Meeting.

A Point of Order was raised because the Agenda for the Planning Meetings also requires a 7 day previous notice, and the Agenda of the Planning Meeting was never given (the same Board Members who denied the power-point presentation would also be attending the Planning Meeting).

The Point of Order was rejected with the reasoning that since the power-point presentation was listed in the original Board Meetings Agenda, which was published 7 days in advance that there was no need to require additional Previous Notice for the Planning Meeting, even though they are two separate and different meetings.

Question:

Does this sound correct or should Previous Notice have been required for the separate Planning Meeting?

So are you then saying then, that a non-board member who is a member of the board's standing committee can therefore be invited by a single board member (who by the way is the chairman of that standing committee) to make the presentation at a board meeting. Note that all board meetings are open meetings and allow non-board members but members of the corporation to attend.

RONR citation please! Thanks