Tomm

Per our Corporate Bylaws: Article IV refers to the the General Membership of the corporation and states the rules for the Annual Membership Meetings. Article V refers to the Board of Directors and the Meetings of the Board (held twice a month). A motion was passed in a Board meeting and met the requirements to do so, but now they're (General manager of the org.) is saying the motion didn't pass because it didn't meet the 10 day previous notice requirement which is only stated in Article IV (membership Meetings). The Article V Meeting of the Board requirement is only a 7 day notice which was satisfied because it was posted on the organizations website a week ago when the reminder of the upcoming meeting was announced and a posting of the agenda was offered. The acceptance of this website notification is listed in the Boards Article V. Am I correct to challenge the decision because you can't apply the Bylaws of Article IV (Membership meetings) to an Article V Meeting of the Board. Aren't they two distinctly different assemblies governed by their specific Articles/rules?

The Article of Incorporation state: "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." Question: If the Article in the Bylaws that governs the "Meetings of the Board" has rules that add additional requirements, such as, a requirement for 3 readings of the motion, or a requirement that motions must be posted 7 days prior, would it be a legitimate argument that those additional requirements in the Bylaws can be over ruled and ignored because the Articles of Incorporation takes precedence over the Bylaws and the authority given to the Directors of the Board in the Articles of Incorporation require no such requirements?

It seems that many members are afraid of RONR. They apparently have no interest in spending the time it takes to learn the proper PA. It's my opinion that those members don't deserve to hold a position of any authority! Sorry to say but I've found most of those people to be either constant complainers or those who think they know what's right and wrong!

Our Club is currently rewriting our Rules and Regulations. One member of the committee wants to simply state that “All meetings to be conducted according to Common-Sense Rules of Order”. I’m trying to implement RONR but some argue that it’s too complicated. I argue that it is Common-sense…one speaker speaks at a time, one question is decided at a time, speakers must be respectful, and everyone’s rights are protected! Is there any wording in RONR where it describes itself as “common sense” rules?

So if I've got this right.... Approve secondary amendment....vote one Approve changing the wording of the primary amendment to that of the secondary amendment...vote two Approve changing the wording of the main motion to that of the new primary amendment...vote three vote three ended of voting Question: would it be unusual for the primary amendment to fail considering it was approved when it was the secondary motion?

If the primary amendment was amended by the secondary amendment, voted on and approved, then doesn't the primary amendment disappear? The secondary amendment that was just voted on and approved, becomes the new wording of the Main motion and is then voted on again as the Main motion?

To clarify a little: the primary amendment was, in fact, seconded but never voted on. During debate a secondary amendment was made, seconded, voted on and approved.

I just attended, as a guest, our Board Members meeting and here's what happened. A Main Motion was made. An amendment to that Main Motion was then made (primary amendment?) but not voted on. An amendment to the primary amendment was then made (secondary amendment?) A vote was taken to accept the secondary amendment and passed. Then they voted again to vote on the secondary amendment! (that's what has me baffled) Then they voted again to vote on the amended Main Motion! Am I mistaken to believe that when the secondary motion was passed, it now became the new Main Motion and the only vote required after the secondary amendment passed, was to vote on the new Main motion?

A quorum isn't present and you move to "Fix the time to which to adjourn" in order to round-up a quorum for a future meeting date. How is, or isn't that voted on since the assembly lacks a quorum?

Are you inferring that they can only be approved in another executive session?

We just held a disciplinary meeting in executive session. How and when are the minutes of that meeting approved?

The Board would like to form an election committee (of 5 regular members not including a Board member) to find nominees and set-up and run the annual election of officers. We would like to appoint a Board member as sort of the chairman or overseer of the committee but only for guidance and no real participation. Would he/she be considered as Chairman Pro Tem or something else?

How do you make and pass a motion for an "adjourned meeting" if no quorum is present?

This has been going on for several years due to the fact that quorum is never achieved. The meeting is simply adjourned never to be heard from again until the following year....when, again, not enough members will show up! I guess as long as the community is fat, dumb, and happy there won't be a membership meeting. We need an issue that hits a sore spot, like maybe in their wallets!?!?!

If a corporation, in this case it's a corporation governing the recreational facilities in a senior community (governed under Title 10 in AZ), is required to hold a general membership meeting once a year but not enough members show up to fulfill the requirement of a quorum, has the non-meeting fulfilled the obligations of the Bylaws? Here's what the Bylaws say: MEMBERSHIP QUORUM "A quorum for any Membership meeting shall consist of not less than one thousand two hundred fifty (1,250) Members in good standing. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting without notice other than announcement at the meeting. Once a quorum has been established for any meeting, appropriate business may be conducted and decided by a majority vote of Members present unless otherwise required by the laws of the State of Arizona or Articles."

I live in a senior, over 55, community. The community itself is incorporated as a "Recreation Center" established to "coordinate, implement and aid the various recreational and social clubs." The Corporation has established various Board Policies that set most of the rules and regulations for the Chartered Clubs. Each individual Club is required to establish their own set of Rules and Regulations that would more closely administer their specific Club or venue. SECTION 4: MEMBERSHIP MEETING RULES AND REGULATIONS of the Corporate Bylaws states: "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." Question: I understand that the Section 4 above of the Bylaws pertain more to the Board of Directors and General Membership Meetings, but I'm wondering if the individual Chartered Clubs must also adhere to RONR even though they may not specifically be specified in the individual Clubs Rules and Regulations? I'm thinking that since each individual Club is a subordinate of the Corporation, they too must adhere to RONR. Sorta like Article VI of the U.S. Constitution, the Corporate Bylaws are the "Supreme Law of the Land"

Unfortunately, no vote was ever taken!?!? That's the impetus of my question; typically someone will mention a problem, an unruly discussion takes place where everybody talks over everybody else, and a remedy will finally be agreed upon. Typically, the secretary tape records all our meetings and when she writes the Minutes she is including all the back and forth of the discussion! Some of us are attempting to get her to shorten her Minutes which sometimes are several pages. Her argument is she wants to be able to record what we did and why we did it so that we have a record of it so that we don't keep revisiting things that have already been decided on in the past! If these items are never actually voted on, then should they even be mentioned in the Minutes?

How do you handle the recording of the minutes in small Boards where the more lenient rules apply. Typically only actions that were taken and not things that were said are recorded. Do you record "Discussions" that resulted in decisions even though no motion was made?

What's the difference between a "Committee of the Whole" and a "Quazi Committee of the Whole"? It either is, or isn't "of the Whole"! What am I missing? Please explain the difference.

I understand that they must be read if requested, but what I'm asking is, is a vote required or is the demand simply enough?

If the Minutes have been sent out prior to the meeting, and there are no corrections necessary but a Member requests that they be read anyway; Is the simple request all that's required to read them or is it necessary to vote on the request?

If a member of the organization (who is not a Board member) is attending a meeting of the Board and wishes to speak, does the Chair alone have the authority to grant the permission or does it require a vote by the rest of the Board members?

This kinda circles around to my original post "Death of Unfinished Business" and if all those who's terms had expired were re-elected does unfinished business die? Page 489 lines 3 & 4 also states "Consequentially, when the outgoing portion of the board vacates membership..." Seems to me that, although some responses to that post suggest that, because it's the end of the term that causes the business to die, the entire paragraph is clearly referring to the membership of the board. So if nobody really "vacates membership" then there's no real need for the business to die or refer it to a committee?

Would it be appropriate to make a motion to "Recieve the report for future consideration without adoption?" Would that allow acceptance with no commitment?

If a committee submits a report of suggestions and recommendations to the Board and the Board accepts the report, are they actually accepting the suggestions and recommendations or are they simply accepting, (i.e. acknowledging) the receipt of the report?