Tomm

First of all, there's nothing in our organizations Bylaws that allows for electronic meetings.

The Board did, however, vote by e-mail to cancel all Board and Committee meetings until June.

 I know RONR allows for electronic meetings if it is specifically specified in the Bylaws and meets all the requirements of a deliberative assembly.

My questions are:

1. Can a vote even be taken if electronic meetings aren't permitted in the Bylaws?

2. Even if electronic meeting were permitted would e-mail voting be permitted by RONR? 

3. If the Bylaws only specified that e-mail voting was permitted, (with no provisions to allow electronic meetings) would e-mail voting be permitted by RONR?

I ask this question because RONR seems to frown on the total concept of any voting by mail whether it's postal, e-mail, or  fax!  

I view this as a legislative body making a law that violates the Constitution. No law can violate the Constitution so can a Bylaw ever violate RONR and never be permitted?

But if no "deliberative assembly" had taken place, and electronic meetings are not authorized in the Bylaws, is any decision or action taken even legal under RONR? 

CORRECTION:

I know this is probably not an easy question to answer, but there must some criteria that can define the differences between certain actions that require its implementation be taken by a vote and those taken by a simple consensus, NOT in a deliberative assembly setting?!?!  

Our corporation is a Del Webb senior community. The corporation is responsible for the operation and maintenance of the various recreation facilities and activities. Everything is currently shut-down including all Board and committee meetings. Nothing in the Bylaws allows for electronic meetings or addresses an emergency situation such as this. There are no deliberative assemblies in accordance with RONR being held.

In relation to RONR, I’m wondering to what extent the Board (or any organization for that matter) can make decisions during this shut-down? Can they simply discus issues over the phone or via e-mail, come to general consensus and put some form of action into place by a consensus instead of an actual vote?

I know this is probably not an easy question to answer, but there must some criteria that can define the differences between certain actions that require its implementation be taken by a vote and those taken by a simple consensus, in a deliberative assembly setting?!?!  

So am I understanding it correctly, that if the Bylaws specify that a meeting shall be held at a certain time, but it's become impossible to do so because of the weather or the current virus situation, one lone person can attend and call the meeting to order,  assign him/her self as the Secretary pro-tem to record the minutes, then move to fix the time to which to adjourn. This will satisfying the requirements RONR?

Understandable, but what if all the members who's terms have expired are  re-elected?

My apology's to Mr. Martin. I was having a senior moment and interpreted his response that "No", it couldn't be done via e-mail!

What's the violation if it's not voted on? Couldn't it simply be considered an informal discussion among members not unlike what happens at actual meetings when members sorta talk and choose sides before the meeting actual starts?

Our Recreation Center Corporation is in shut-down with no open facilities or meetings, and no provisions in the Bylaws to allow them. I want to propose that they amend the Bylaws to allow for electronic meetings in accordance with RONR.

I'm going to suggest that someone, or several Board members propose a draft amendment which can then be bounced back and forth among the Board members via e-mail until everybody is in agreement, then call a Special Session, met in person, keeping their distance, and pass the amendment.

Does passing the draft Amendment around via e-mail violate RONR assuming no one actually votes on the Amendment but merely agrees with its text?

Probably out of the limits of this forum but I was wondering if the House passes the virus stimulus package by voice vote, can they then ratify it once they all return to DC? Not unlike a similar situation in RONR.  

Yes, as I mentioned above, this is one of Del Webbs senior over 55 community's.

Seems like the only way to achieve a quorum would be to threaten to raise the annual assessment fees! When everybody is pretty much satisfied nobody cares about the annual membership meeting. 

Yes, only the membership can amend the articles of incorporation and only the Board of Directors can amend the bylaws

ARTICLE VIII – ELECTION OF BOARD OF DIRECTORS

SECTION 1:  POLLING PLACES, TIMES AND DATES

1. Election of the Board shall be held on the second Tuesday in December each year.
2. The Board may schedule earlier voting dates.
3. The Board shall select the number of polling places, their locations and times of operation for voting.
4. The Board shall select the number of days for online voting through the Web Portal.

SECTION 2:  VOTES

The Board candidate or candidates receiving the highest number of votes shall be elected to the vacancy or vacancies for which the election is held.

The Board is composed of 9 members for 3 year terms. One third of the Board gets elected each year by the general membership. The Board then elects their own president and officers each year.

The corporation/organization is pretty much run by the Board of Directors. The only employee that the Board has the authority to hire (and manage) is the General Manager who hires his own staff and maintains the day to day operations (i.e. financials, maintaining the recreation centers, club spaces, golf courses and entertainment and other various activities).

The only way a motion or amendment from the general membership is presented, is thru the Board. You need a Board member to present it at a board meeting. In fact, if at the Annual Membership meeting an amendment to the Bylaws is offered, it doesn't require "previous notice" because it can't be approved by the general membership. The amendment would be posted (previous notice) prior to a Board meeting, then the Board would present and vote on the amendment, (or any other motion for that matter), at the next 3 meetings. Once it's approved on the third reading it passes. Of course they have a waiver of the "three reading" rule for issues that require immediate attention!

Basically, the corporation is run by the board of directors who have the power to change the Bylaws and any board policies on their own, however, the Articles of Incorporation requires amending by the general membership.

This is a 55 and older senior community. The corporation is what controls the 7 recreation centers and 8 golf courses. The board meets twice a month but the general membership only holds one annual meeting,... which few people show up for!

Hope that helps!

FYI, the statute governs the provisions that covers the indemnification of members, directors, officers, and employees. Kinda important I would think?

Why wouldn't this simply be a case where State law supersedes RONR, therefore it can be corrected specifically because the current State statute as listed no longer has any meaning within the corporations articles of incorporation? In fact the subject matter currently listed under the old statute covers a completely different subject matter.

Our Articles of Incorporate specifies a specific Arizona Statute (i.e. Title 10, Chapter 5, Sub section) however, the state legislature under the Arizona Revised Statutes the subject matter that that statute was addressing was moved and now is listed as being under Chapter 8, Article 5 of the Arizona Revised Statute.

Question:

Can the corrections be made in the Articles of Incorporation without going thru the requirements that are stated to do so, such as a special membership meeting or 10% of the total membership? A quorum for a meeting of the general membership hasn't been accomplished since 2009!

That's what has me confused! If at the Annual Membership Meeting a proposed amendment to Bylaws is offered, but the Annual Membership Meeting can't actually approve the amendment and cause it to go into affect (that can only be done by a vote of the Board of Directors) then is a previous notice prior to the Annual Membership Meeting required or can an amendment to the Bylaws simply originate at the Annual Membership Meeting and, if passed, the previous notice requirement would be satisfied once the proposed amendment is passed up to the Board?    

I agree it's strange but the truth is, the general membership hasn't been able to hold its annual meeting since 2009, which was the last time they were able to have a quorum in attendance.

We're talking about a senior, over 55, community. The corporation is only responsible for all the recreation facilities and has nothing to do with the municipality, roads, bridges, etc. those are administered by the county.

The Articles of Incorporation pretty much gives exclusive powers to the Board of Directors to amend, modify, revise or revoke the Bylaws. The general membership can "propose" amendments to the Board but only the Board can vote on approval or disapproval. The Bylaws that pertain to the Annual Membership Meeting are as follows:

Section 1, Annual Membership Meeting

a. An annual meeting of the Members shall be held each year.

b. Written notice stating the place, day and hour of the annual meeting of the Members shall be posted in XXXX Facilities and/or published in the XXXX newsletter (XXXXXXX) and/or on the XXXXwebsite , not less than ten (10) days, nor more than sixty (60) days before the date of the meeting.

c. With respect to amendments to the Bylaws, notice of any proposed amendment shall be posted in XXXX Facilities and/or on the XXXX website (www.xxxxx.org) at least ten (10) days prior to a Board meeting at which these changes shall be considered.

d. With respect to amendments to the Articles, notice of any proposed amendment shall be posted in XXXX Facilities and/or published in the XXXX (XXXXXXX) newsletter and/or on the XXXX website (www.xxxxxxx.org) at least thirty (30) days prior to a Membership meeting at which these changes shall be considered. Such notice shall include the proposed changes to the Articles.

Question: Is previous notice required at the General Membership Meeting?

Paragraph b. only talks about previous notice as to the place, day and hour  of the meeting.

Paragraph c. only talks about "proposed" amendments. And since the General Membership and their meeting has no real authority to actually amend a Bylaw, I'm wondering if a "previous notice" would even be required for the General Membership Meeting supposing they were even to come up with an amendment? Seems to me that the "previous notice" requirement would be fulfilled with the "at least (10) days prior to a Board meeting at which these changes shall be considered".

But am I correct that the rules of an Article VI Membership Meeting are out of order to be applied to an Article V Meeting of the Board?

The Board meets again tomorrow and I want to ask for an explanation during the comment section.

The Board has the responsibility to only hire the General Manager and the General Manager has the responsibility to hire and administer his staff as they manage the day to day operations.

The general manager is not a member of the board. The general manager is the only employee that the board has control over.