Tomm

On 10/24/2023 at 2:01 PM, Joshua Katz said:

I believe I speak for all the lawyers here when I say: the fact of being a lawyer doesn't make me your lawyer. I would not think to give you legal advice (let alone to your organization) without being retained for that purpose, and I would not allow myself to be retained for that purpose without being barred in your state and knowledgeable about the relevant laws. 

Okay, sorry, but without asking legal advise would it be appropriate to simply ask, if in your experience, and unofficial opinion, would a video recording of a meeting be considered an official document? 

How official are video recording of a board meeting?

We've had a recent incident where a board member asked to have the recording of a board meeting edited prior to posting so that a possible embarrassing comment was removed. Some say the recording is an official corporate record and can't be touched while others are saying the only official corporate record are the Minutes and the video recording is simply a convenience and courtesy for those who couldn't attend the meeting. 

Any insight? Although I do understand this is kind of out of the scope of RONR but I do believe you have lawyers on staff. 

On 10/23/2023 at 3:23 AM, Dan Honemann said:

Are you a member of this board?

No, I'm not a member and the couple of board members who agree with me don't want to make any waves since this Committee has been meeting for several months now.

This board has been preaching transparency and wanting to do things right compared to the previous board but they too are failing.

It is what it is. The only satisfaction I have is fact that I was able to discover this by going over the previous meeting minutes.

Nothing will be done and the committee will continue to be fat, dumb, and happy.

Thanks for at least confirming my suspension. 

On 10/22/2023 at 4:48 PM, Gary Novosielski said:

Why would you assume that continued meetings could take place when there is no committee?

Because they continue to meet every week! 

It's time for one of our 8 recreation facilities to be renovated and remodeled. This committee is researching and will be making recommendations with the help of an outside paid architect as to what amenities and sporting and fitness facilities should be at the center.

They've been meeting all summer so no matter how many times this forum advises me that there is no committee I watch it meet every week?

Very frustrating and extremely troubling.

On 10/21/2023 at 8:12 PM, Weldon Merritt said:

Absolutely! The committee does not exist, as it was not properly created.

Several meetings have taken place since this was discovered.

Can I assume that everything that has taken place at those unofficial meetings can be ratified and carry on with continued meetings?

Only one or two members of the board established a committee without going thru the proper process of creating that committee with a formal motion, debate, or vote by the entire board.

Does that have any effect on the validity of that committee? 

Should there be any reprimands to those 1 or 2 board members?  

On 10/20/2023 at 12:57 PM, Josh Martin said:

No one ever has an idea pertaining to, for example, the budget that has not first been vetted by the Budget and Finance committee?

Yikes! You just hit the Mother-Load!

Right now all Standing Committee are required to report their recommendations to the Board!

I intend to offer amendments to the bylaws at our upcoming Annual membership meeting to first, place the Standing Committees back into the bylaws where they originally were. Second, amend the bylaws so that all those standing committees that have deal with money and have an effect on the annual budget make their reports directly to the Budget & Finance Committee.

Just makes sense that that type of information should be contemporaneously reported to the F&B committee at least on a quarterly bases so that committee has the full picture! What doesn't make sense is for each standing committee to randomly report directory to the Board bypassing the F&B committee. It doesn't give the Board the full picture!   

On 10/20/2023 at 12:39 PM, Josh Martin said:

Let me be more clear. Suppose that, at a board meeting, a member of the board makes a motion relating to the subject matter of one of these committees. What happens with that motion?

First of all, I would suspect that the Director who makes the motion would be either the Chair or Co-Chair of the particular committee which the motion address'.

That motion would be posted on an agenda that would be sent out to all members of the organization on its website. When the board meets, the general membership will have an opportunity to comment on the motion prior to the board's vote. The motion requires two consecutive readings and votes in the affirmative to pass. 

On 10/20/2023 at 11:00 AM, Josh Martin said:

But how exactly is it that "Items pertaining to each specific committees responsibilities goes thru that committee"?

Suppose a member makes a motion which relates to one of these subject matters. Does the assembly, by custom, vote to refer that matter to the committee in question? Or do the assembly's rules provide that the motion is automatically referred to the committee in question and, when the motion is made, the chair declares it referred to the committee, without any vote required?

Well, I'm sure you understand that members can really only make motions at the annual membership meeting. They can of course attend the particular committee meeting and seek permission to speak and make the suggestion. But, as an example, all items such as fee's, policies, etc. that pertain to golf goes thru the Golf Advisory Committee who will in turn report recommendations to the Board.

All Standing Committees have a Director as Chair and Co-Chair and the remaining members are typically all Golfer's, Bowlers, etc. who are active members within that particle discipline. 

On 10/20/2023 at 10:52 AM, Josh Martin said:

Mulling over this further - are you perhaps under the impression that the committees described in 50:8 are standing committees, and the committees described in 50:9 are not?

Our Standing Committees are titled and responsible for specific tasks such as, Golf Advisory Committee, Long Range Planning Committee, Budget and Finance Committee, Bowling Committee.

Items pertaining to each specific committees responsibilities goes thru that committee. That's where I believe the condition of all issues of a certain class go to the specified committee requires those Standing Committees to be within the bylaws or special rule of order?  

On 10/16/2023 at 3:14 PM, Josh Martin said:

The "whereas" clauses will remain a part of the resolution, and will be recorded in the minutes as such, but will not be included in the bylaws themselves

Can't seem to find where it says that in RONR.

Can a Standing Committee that has not been established with a bylaw or special rule of order really be classified as a Standing Committee as recognized in RONR?

Our organization has Standing Committees listed under Board Policies and they are reluctant to move them into the bylaws because they believe every time there is a change to the committee they would have to amend the bylaws?

The standing committees do meet the requirements in 50:8!

I'm not really sure how much difference it would be to change the responsibilities of a Standing Committee as opposed to just a regular committee since don't both have to be authorized by the Board or society?

I assume a simple majority vote is all that's required for changes within a regular committee.

I assume worst case scenario for a board to make the changes would be the majority of the entire membership which would end-up being the same for a 9 member board?   

On 10/17/2023 at 11:43 AM, Rob Elsman said:

I think you are confusing a call of a meeting with an agenda

I don't believe so. The agendas actually list the text of the motions that will be presented at the board meeting to also allow those guest members to comment on the motions prior to the boards vote.

On 10/17/2023 at 10:53 AM, Rob Elsman said:

In ordinary societies, if the board meets as frequently as quarterly, an agenda should not be used

Understood, however, the agenda is posted 7 days prior the meeting to provide previous notice.

Does a board president have the lone authority to prevent a motion from another Director to be placed on the agenda?

Anything in RONR that addresses that?

As a simple Member, I want to submit an amendment to the bylaws at the upcoming Annual Membership Meeting. All amendments to the bylaws must be submitted to the corporate office weeks prior to the meeting. I would like to write it up as a Resolution to justify the need for the amendment but don't really want all the "Where as" clauses documented as part of the amendment. I simply want the bylaw to be amended by adding the text as stated in the "Resolved" clause. 

Is there a way to submit the resolution in that manner or will the "Where as " clauses automatically be eliminated?

It's my understanding that Resolutions are approved in two steps which is my concern. 

On 9/1/2023 at 10:13 AM, Josh Martin said:

No rule in RONR prevents a single person from serving as both presiding officer and secretary, and certainly a meeting does not become "invalid" on this basis. While it is correct that RONR provides that there are two essential officers for the conduct of business, nothing in the text provides that these two officers cannot be the same person. Even if such a rule existed, I don't see how this would constitute a continuing breach.

But don't forget to mention 45:2!

On 10/5/2023 at 9:55 AM, Josh Martin said:

If the resolution is in error, however, then the resolution will need to be amended.

If the consent agenda has not first been properly authorized to use via special rule of order, would that have any additional affect?

On 10/2/2023 at 8:19 AM, Dan Honemann said:

Do you really think that a rule which is intended to be mandatory would provide that it is applicable to board and executive committee meetings where there are "not more than about a dozen members present?"

No. I don't expect the rule to be mandatory but do I expect that the rule is the preferred rule but of course the board itself can decide. 

On 10/2/2023 at 3:49 AM, Josh Martin said:

To be clear, 50:25 makes it mandatory for committees (unless otherwise instructed by the parent assembly), not for boards.

I get it that 50:25 only makes it mandatory for committees but it's my understanding that using procedures for small boards also applies to boards! After all, the title "Procedures in Small Boards" is pretty much self defined.

The older text seems to make it more of an option while 50:25 makes it more mandatory.

On 10/1/2023 at 6:42 PM, Josh Martin said:

Are you simply curious, or is there more to this question?

Just curious. I thought it was much more recent than that because nobody in our organization seems to know anything about them and still believes the chair shouldn't vote even in committees.

When were the Procedure in Small Boards first established in RONR?

On 9/29/2023 at 10:27 AM, Atul Kapur said:

the motion was improperly laid on the table

Yes.

On 9/28/2023 at 12:00 PM, Dan Honemann said:

The latter.

Okay, the proper thing to do is to not place it on the agenda and if the motion isn't taken from the table at the next meeting it dies.

What happens if it's taken from the table and the original motion required previous notice?

It now comes before the assembly for a vote without previous notice. Does that have any effect on how the motion is now handled or does the previous notice from the previous meeting satisfy that requirement?