Tomm

On 11/27/2023 at 6:06 AM, Josh Martin said:

What do the bylaws say concerning their amendment?

The bylaws are silent on that however the Arizona Revised Statutes state:

"5. Unless chapters 24 through 40 of this title, the articles of incorporation or the board of directors acting pursuant to paragraph 3 of this subsection requires a greater vote or voting by class, the amendment to be adopted shall be approved by two-thirds of the votes cast or a majority of the voting power, whichever is less."

Note: Although this paragraph is specifying the articles of incorporation, the statute on amending the bylaws refers you back to this one.

On 11/26/2023 at 1:46 PM, Bruce Lages said:

OK, but do they satisfy RONR's definition of a special rule of order, ie do they apply to the orderly transaction of business within a meeting?

The policy I'm most concerned with is one regarding committees and standing committees. That board policy describes each of the standing committees tasks as well as authorizing Ad Hoc committees, who must serve as chair and co-chair, who can serve on the committees and how to get removed from committees.

First of all, I believe many of the standing committees should be in the bylaws or special rules of order, but our organization has no special rules of order category! 

On 11/26/2023 at 1:21 PM, Bruce Lages said:

I presume you mean special rule of order instead of standing rule?

This organization actually calls these rules Board Policies.

Our board of 9 does have the authority to amend the bylaws on their own. A quorum for the board is 6 members.

I'm trying to determine how much of a difference there would still actually be between the board amending a bylaw vs a standing rule.

A standing rule requires a majority vote with previous notice, 2/3rds without previous notice or the majority of the entire membership.

Typically a bylaw would have a higher voting threshold than a standing rule but considering the board is only 9 members, and as long as a quorum is present it seems that the board can amend a bylaw with a majority of the entire membership (5). 

The only difference I can discern is that the board couldn't amend a bylaw with less than 5 votes whereas the board could a amend a standing rule with less than 5 by simply having the majority of those who actually do cast a vote. 

Am I missing something?

On 11/23/2023 at 12:42 PM, Josh Martin said:

Is the debate in some manner deviating from the rules of debate, such as the rules pertaining to germaneness and decorum? Or is the debate just really long?

Some members tend to grandstand and like to be argumentative and hear themselves talk. So yes, I suppose germaneness and decorum would be the appropriate action by the chair. 

Would I be generally correct that either a limit on debate or a suspension of the rules is basically similar in that they are not debatable or for the most part, not amendable? 

Seems there is no advantage to using one motion over the other?

Should the motion be to limit debate or to suspend the rules that allows for 2 speeches, 10 minutes each?

On 11/23/2023 at 11:47 AM, Rob Elsman said:

What size and kind of body are we taking about here?

The upcoming annual membership meeting.

If the debate is kind of running off the rails and no member is saying anything about it or trying to stop it, can the Chair move to change the limits of debate or must he/she step aside from the chair to make that motion?

Or is there another way to handle the situation? 

On 11/19/2023 at 9:56 AM, Rob Elsman said:

The proper rule-making authority could impose on the committees the "patterns of formality" that apply to larger bodies.

Could you please expand a little on what you're referring too with the term "patterns of formality."?

On 11/19/2023 at 7:16 AM, Josh Martin said:

The bylaws may override any rule in RONR, even those relating to the fundamental rights of membership.

I suppose you could also accomplish it with a special rule of order as well?

Our bylaws require that all committees be chaired and co-chaired by a member of the board.

Some committee members believe that by allowing a Director to vote, it influences other members on the committee. They also believe that the Directors will have their opportunity to vote when the committee presents its report to the board. 

Question: Can a bylaw be written to prevent the chair and co-chair from voting in a committee meeting?

Part of me says "NO" because voting is one of the 4 pillars pertaining to the rights of membership.

Another part of me says "YES" because the bylaws supersede RONR.

Please advise...

On 11/12/2023 at 11:08 AM, Joshua Katz said:

Without a meeting, or without a quorate meeting?

Without a quorate meeting.

On 11/12/2023 at 11:08 AM, Joshua Katz said:

Does there exist authorization for 3 members of the board (any 3? a particular 3?) to approve the meeting minutes, or is this motion to be that authorization?

No.

On 11/12/2023 at 11:08 AM, Joshua Katz said:

Assuming the point is for the meeting body to authorize a minutes approval committee, that is business that must be conducted in the presence of a quorum, not a unilateral order by the chair. Neither may the chair unilaterally put a time limit on approval, even if there already is a minutes approval committee.

Thanks. That's would I was afraid of.

Our annual meetings are somewhat sporadic due to the quorum requirement. We once went 12 years without a meeting but have since lowered the quorum.

I have submitted a motion for the upcoming Annual Meeting stating that 3 of the current officers of the board are required to approve the meeting Minutes within 2 weeks of the meeting whether the meeting was or was not held to verify and document that the annual meeting was, in fact, held in accordance to the bylaws. 

QUESTION: If this upcoming meeting fails to achieve a quorum, is there still a way for the chair to direct that the meeting Minutes be approved within the 2 weeks or is that considered "business" that cannot be conducted without a quorum?

On 11/9/2023 at 6:11 PM, Richard Brown said:

This provision is a rule in the nature of a rule of order according to RONR (12th ed.) and therefore the rules may be suspended to permit someone else to preside. 

Could the president, without any objections simply bypass the VP and appoint someone else to preside or must there be a vote to suspend the rules?

If the bylaw states: "SECTION 3: PRESIDENT The President shall preside at and conduct all meetings of the Corporation by a formal order of business. The President shall have general supervision and direction of the affairs of the Corporation in accordance with the Corporate Documents. The President shall have authority to administer all matters not otherwise expressly delegated, and may call special meetings of the Membership and/or Board."

QUESTION: Is this language strong enough to mean that ONLY the president of the board can preside over a meeting (in this case the upcoming Annual Membership Meeting) or can the president delegate that position to chair the meeting to perhaps the General Manager?

Not sure what the term "by a formal order of business" really means?

Does this Ad Hoc committee violate 50:10?

On 11/7/2023 at 5:02 PM, Rob Elsman said:

Well, usually a special committee does not agree to anything except the report that it will present to its parent body. 

Well, the committee has several proposals. And as you say, they agree on nothing and that's why the motion to approve a particular layout was being attempted to be voted on again. The proposal(s) will eventually be reported/recommended to the board. There are currently 2 proposals!

On 11/7/2023 at 5:02 PM, Rob Elsman said:

So, why is this committee approving a proposal? How did it come to have the power to do that?

That raises another concern of mine. There already exists a Long Range Planning Committee, standing committee tasked as follows:

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.

This committee is tasked with what amenities will/should be included at the renovated recreation center.

It makes me wonder if this is a violation of 50:10?

On 11/7/2023 at 4:56 PM, Rob Elsman said:

What kind of a motion are we talking about?

It was a motion to approve the layout proposal for the renovation of a recreation facility.

The several meetings of a Special Committee (Ad Hoc) are considered to be a single session per 50:23?

Does that mean that a motion that failed at an earlier meeting, cannot be presented again at a future meeting?

At last years Annual Membership Meeting the General Manager of the corporation served as Chair. The GM was not a Member of the organization he was simply an employee of the corporation.

I believe this was wrong if for no other reason, he could not cast a vote!

On the other hand, I am assuming a non-member could serve as the Chair of a committee because a committee is not considered to be a form of assembly?

Please advise.

On 10/25/2023 at 10:02 AM, Josh Martin said:

Please explain what you mean by "regular committee."

I see your point. I was kinda referring to a standing committee that didn't need to be established by a bylaw or special rule of order! Every other committee is special/ad-hoc.

On 10/25/2023 at 4:17 PM, Gary Novosielski said:

But you could well have two conflicting motions,

Thanks. That clears things up.

Is it considered a conflicting motion if one motion requests to purchase something but a separate motion requests to not purchase that same item?

Are they permissible in the same session?

The reason I ask is because Members are required to submit motions for the upcoming Annual Membership Meeting. We're wondering if opposing motions as mentioned above would make one motion out of order?

The corporate office will not know what motions will be submitted by the membership prior to the meeting and are wondering how to handle the situation if it should occur. 

How do you make it fair that each Member who submitted their motion gets its fair hearing and presentation?

There can be regular committees, ad hoc committees, and standing committees.

Some standing committees are required to be authorized only by a bylaw or special rule of order if they meet any one the 3 conditions listed in 50:8 and some are not.

My question is, where should the various committees that are not documented in the bylaws or special rule of order be recorded and made available to be known? 

Seems to be that if an organization accepted a new member, the only documented committees are those he/she would read about in the bylaws, so where would they learn about the others?

I believe the only way a new member would learn of all the committees within his/her organization would be by word of mouth or if they were to go back to read all the Minutes of the previous meetings to learn when those other committees were created? 

What am I missing?