Tomm

Hate to butt-in but... depending on what type of organization this is, shouldn't it first be determined that it's not governed by a State Statute?

On 12/22/2023 at 10:48 AM, Atul Kapur said:

If the motion to ratify is defeated, then those individuals on the board who voted to make the payment are responsible for repaying the organization.

If the board is protected by an indemnification clause in the bylaws would they be protected or still responsible to pay?

On 12/15/2023 at 1:16 PM, Rob Elsman said:

Take a look at RONR (12th ed.) tinted page 6, motion 3.

But that appears to be a motion to adjourn during a meeting already in progress and does not address a specific time to adjourn stated on the agenda.

Is it true that if an agenda specifies a specific time to adjourn it requires a 2/3rds vote to approve because it is, in essence, suspending a rule. The rule being the established standard order of business?

RONR Citation ???

Found it 41:61

On 12/12/2023 at 12:02 PM, Joshua Katz said:

Do you have a question?

Nope! Just confirmation that it's not true!

Some are arguing that if the Minutes of a meeting where elections were held are not approved, the new electees can't take office???

On 12/10/2023 at 12:03 PM, Richard Brown said:

Mentioning notice of something in an agenda does not meet that criteria.

I suppose you could say that the notice that goes out 7 prior to a meeting that includes the agenda and the full wording of the motions to be presented can be considered the "call" of the meeting?

All committee and board meetings are published/posted a week prior to their happening. Not sure if you could/would consider that a "call" or simply a notification 

On 12/10/2023 at 11:39 AM, Gary Novosielski said:

An agenda is not considered a valid method of providing previous notice.

Is that because the agenda has not been approved?

At the upcoming December Board meeting there will be at least 3 committee reports read. These will not be immediately followed-up with motions at that meeting but only reports providing a previous notice.

Question: The board will vacate 1/3 of its directors at the end of the year and new directors will begin their terms in January. Is that previous notice still valid?

I understand that according to 49:22 items that remain in the hands of a committee remain valid but confused how that relates to previous notice? The new directors may be hearing for the first time in January any motions that come out of those reports, however I'm sure they will be placed as motions on the January meeting agenda provided 7 days in advance of the meeting.

I understand that the January agenda will provide proper previous notice anyway, but just curious how the previous notice would/should be viewed at the end of the year.

On 12/8/2023 at 11:36 AM, Josh Martin said:

It would be nothing. It would have no formal status in the organization. It would be an informal group of members.

So then I would suppose that that informal group could meet as often as it liked, however, if that group came up with proposed cause of action they would need to report it to one of the standing committees and only that standing committee could make the recommendation to the board?

On 12/8/2023 at 10:36 AM, Josh Martin said:

Under this arrangement, no new committee or subcommittee is ever established.

Then how would you define what the Team 5 would be if not a Committee or a Sub-committee? 

On 12/8/2023 at 10:03 AM, Gary Novosielski said:

I would suggest though, that it would not strain the rules too much for the two committees to adopt a joint recommendation that such a new committee be established, if they could agree on identical language to be reported to the board.

So are you saying that that new committee would be considered a special committee and would first need to be approved by the board? Or can the committees simply agree on identical language, establish itself and just report it to the board?

Okay, this is what happened today when I attended a Finance & Budget Committee meeting as a guest...

First of all, it has been established by the board and management to create 5 year rolling budgetary plans.

It was decided at today's F&B meeting, by the committee, that they, along with members from the Long Range Planning Committee, will establish what they are calling a Team 5 (5 year plan). The Team will consist of 3 members from the F&B committee and 3 members of the Long Range Planning Committee. This is because the Long Range Planning Committee recommends how some dollars need to be spent in the future.

This just doesn't feel right to me because both of those committees are standing committees and special committees can't be appointed/established to perform a task that falls within the assigned function of an existing standing committee?? (50:10) This, a budget, seems to me to be the task of the F&B committee so perhaps it should rather be a sub-committee within the F&B committee with certain members of the Long Range Planning committee being appointees?

And if it can in fact be created as a special committee, doesn't that have to be done by the board at a board meeting?

And would it be correct that for the committee members from the Long Range Planning committee to be appointed to the sub-committee, they would need to be authorized by the board? (50:15) 

Finance and Budget Committee: The purpose of the Finance and Budget Committee is to review financial statements to determine the financial performance year-to-date of the operation in comparison to budget and the previous year, advise the Board of any concerns regarding the financial operations and make recommendations to the Board regarding the annual operating and capital budget. In addition, the Finance and Budget Committee will recommend approval for Chartered Club auditors to the Board.

Long Range Planning Committee: The purpose of the Long Range Planning Committee is to provide the Board with reports, recommendations, and suggestions regarding the future needs of Members and a suggested timeframe to implement future facilities and programs to meet those needs.

Yes, I'm referring to the memorandums in the nature of minutes that are taken at each committee meeting. 

Should they be "approved" at each meeting or only the final report that will be given to the parent body needs to be approved?

Do committee summaries typically get approved?

Is the Good of the Order part of the standard orders of the day and if so would that be addressed after new business or should a special rule of order be made for an agenda specific to that organization?

I'm supposing that many items can be brought up that don't necessarily have anything to do with conducting business?

I guess the only point I'm trying to confirm is that members of a committee can be assigned by other methods rather than absolutely having to be appointed by only the Chair.

The Chair can appoint the members, the assembly can appoint the members or the committee can appoint its members all depending on how the motion to commit was presented.

During a debate of a motion at our recent meeting an opposing comment was made that only the chair could appoint the members which I argued was incorrect?

On 12/1/2023 at 8:01 PM, Atul Kapur said:

50:13 lists the way members of a committee can be appointed.

Seems to me after reading 50:12, that those methods apply to those who are not members of the assemblies, which makes me believe that they don't necessarily even belong to the organization? Possible outside experts?

On 12/1/2023 at 6:48 PM, Rob Elsman said:

What if it was? You tell us.

Then I would assume it could!

On 12/1/2023 at 6:23 PM, Rob Elsman said:

There is nothing in RONR (12th ed.) that even remotely suggests that a committee can name its own members in any circumstance.  Such a thing is unthinkable, since it is tantamount to insubordination.

Well, what if the committee was established "with power" to do so? (50:5) 

Seems to me that perhaps the best way to staff a committee would be to allow the chair of that committee to interview and select those members who have particular knowledge and/or experience?

Our bylaws only require that a director be the chair and co-chair of a committee. RONR seems to mostly talk about the members of a committee being appointed by the chair of the board or the entirety of the board when the committee is established.

Am I correct that the committee itself can appoint its own members if a) none are appointed at the time the committee was established, b) the motion creating the committee allows the committee chair and co-chair to do so, or c) the bylaws are silent on that issue?

On 11/30/2023 at 12:12 PM, Joshua Katz said:

The chair's failure to handle the motion correctly does not give the member the right to withdraw it from an assembly that is actively debating it.

Okay, I think I've got it. The chair failed to "state" the question immediately after the motion was "seconded".  And after it was seconded, it no longer belonged to the maker?

But I'm still wondering if a motion is allowed to be withdrawn by the maker, does the second have to be withdrawn also? I believe NO!

On 11/30/2023 at 11:16 AM, Atul Kapur said:

Please carefully review §4 THE HANDLING OF A MOTION, particularly 4:19 and 4:23.

Okay, but I'm still confused?

As stated above, the chair never "stated" the motion let alone "putting the question" to the assembly.

The chair called the maker of the motion to the podium to read his motion. It was "seconded" and during the debate/discussion he was asked to withdraw his motion by another member, which he did. But someone said that the person who seconded the motion also needed to withdraw his second?

On 11/30/2023 at 8:58 AM, Atul Kapur said:

Once debate began the mover does not have the authority to unilaterally withdraw the motion.

It was my understanding that the motion does not belong to the assembly until the chair states the motion immediately prior to taking the vote? 

At last nights Annual Membership Meeting a member made a motion, it seconded and debate begun.

During debate another member asked the maker and seconder to withdraw his motion.

The chair never read the motion to the assembly so it was proper to allow the maker to  withdraw his motion but I don't believe it's necessary for the person who seconded the motion to do so too?