Tomm

True, Members cannot comment during planning sessions. I believe the planning session was established because some Members were suspicious that the board was meeting outside of the regularly called meetings and making decisions. The planning session was intended to allow board members to meet and discuss things openly. At one time they also had what they called Work Sessions, which were closed to the general Membership, but that supposedly allowed the board more freedom of discussion without worrying about what the Members might think!

I agree with that but the bylaw also states, "The RCSC Board of Directors may hold a planning session quarterly or as needed to discuss issues or to garner information from the General Manager." If it's classified as a "Planning Session", then it seems to me that they can only "discuss or garner information." I read nothing that authorizes them to vote on any decision, but I guess that's where you're saying the interpretation is up to the board to decide?

The bylaws state the following: "The RCSC Board of Directors may hold a planning session quarterly or as needed to discuss issues or to garner information from the General Manager. These sessions will be open for attendance by Members who will not be allowed to comment. These sessions will be video recorded and the agenda posted on the RCSC website prior to the meeting. Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the RCSC website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given." Question: Some board members want to call a Special Session, call it a Planning Session and conduct business by actually voting on motions. Can that type of business be conducted according to the bylaws or do those types of issues need to be conducted at a regular board meeting. I believe, because all motions are required to be voted on and passed at two consecutive meetings, and we're quickly approaching the end of the year, they believe this is a method of expediting the process.

What I don't understand is, if each committee has a specific title that addresses a specific area, then why is that not sufficient to satisfy "if all business of a certain class is to be automatically referred to the committee;?" Bowling issues will certainly not be addressed by the Golf committee? What am I missing?

WHEREAS Article VI of the Corporate Bylaws empowers the Board to create or eliminate committees as they may deem necessary to properly and effectively carry on the affairs of the Corporation. WHEREAS Article VI of the Corporate Bylaws defines a standing committee as a small group of Members, subordinate to the Board of Directors, which is organized to assist the Board in specific areas as assigned. (emphases added) WHEREAS Article VI of the Corporate Bylaws states that standing committees have no decision making authority and are limited to presenting ideas and recommendations to the Board of Directors and Management. Because Standing Committees are only stated and authorized in a Policy and not a bylaw or special rule of order I'm wondering if the highlighted comment above would fall under one of the requirements stated in 50:8 because each standing committee has a specific assigned purpose, (i.e. Election Committee, Bowling Committee, Golf Committee). Therefore, are the Standing Committees required to be established from a bylaw or special rule of order? I know we kinda went thru this before but at that time we were only looking at one particular committee and its assigned task. I'm wondering if the above statement would encompass all the committees because of their specific assigned purpose.

Do the statements in the "Whereas" clause of a Resolution hold the same power as the "Therefore, Be it Resolved motion"? It kinda appears that the "Whereas'' are more of a function of the debate process to approve the motion than the actual motion itself.

I believe that committees don't actually produce Minutes but only Summaries. I'm trying to find within RONR where that is specified and where Summaries are not required to be approved!

Our corporate documents include, what's called, Board Policies which are not defined as being either special rules of order or standing rules. BP-7 titled: The Bid Review & Approval Commission which is made-up of only 4 directors (9 directors make-up the entire board) a. Reviews bids for Preservation and Improvement Fund (“PIF”) Projects, Capital projects and Repair & Maintenance projects with a value of $25,000 or more. b. Approves, by signing the disposition of all bids for Preservation and Improvement projects, Capital projects and Repair & Maintenance projects with a value of $25,000 or more on behalf of the Board of Directors. In the absence of a member of the Commission, another Director may sign on their behalf. (emphasis added) Question: It seems to me that this is an Executive Committee, however, no authorization for an Executive Committee is stated in the Bylaws. Is this type of committee/commission allowed within RONR? A different BP, a portion of which is titled: Projects funded from the Preservation and Improvement Fund (PIF)must: 1. be approved by the Board of Directors; (emphasis added) 2. be a minimum of Three Hundred Thousand Dollars ($300,000); and 3. have a depreciable life of at least fifteen (15) years. Question: Seems to be a conflict between the two BP's. Can only a portion of the Board determine the finality of a decision or must it seek final approval from the entire board ( 49:13, 56:41)

Sorry...Mr. Honeman's response actually answered my question. My advise to the director was "no", that's not the intent of a consent agenda. The bylaw's do provide a method for amending the bylaws, and here's the kicker, they have no special rule of order or bylaw that authorizes the use of a consent agenda!

Several months ago the board removed the article from within the bylaws that established the standings committees and moved it into what they refer to as Board Policies. It now appears they recognize that according to RONR 50:8 they really need to be put them back into the bylaws. (They have no documents considered to be special rules of order.) The QUESTION a director asked me was: With proper previous notice can the board simply reinstate the article on Standing Committees back into the bylaws using the consent agenda?

Yeah, I get it. It's a long story of how a power-hungry general manager managed to convince the board that their job would be much easier if the GM made some of decisions that the board normally made, and that of course meant amending the bylaws so that the members were practically locked-out.

Is this even legal? Seems to violate a very basic rights of being a member as well as principles of parliamentary procedure? It seems to be giving the board, who is elected by the members, more power than the members? "SECTION 6: LIMITATION PERIOD No Membership election or vote, initiated by petition of the Members, shall be held on an issue which is the same as, or substantially similar to, any issue which has been voted upon by the Membership within the current calendar year or any of the past three (3) calendar years (collectively known as the "Limitation Period"). The Board shall determine, in its sole discretion, whether the issue proposed to be voted upon by the Membership is the same as, or substantially similar to, an issue previously voted upon by the Membership during the Limitation Period. In the event a Membership election or vote is not required to be held due to the provisions of this section, then the Board shall not set, call, notice or post the proposed Membership election or vote or any Membership meeting in connection therewith, or take any other action normally associated with a Membership election or vote or a Membership meeting. This section shall not apply to the election or removal of any Board of Director."

12:91 Seems to me, (and I'm obviously wrong) that the procedure stated in 12:91 is that a Friendly Amendment comes from someone other than the maker and further reinforced by fact the maker is the one who can accept it? Just seems inappropriate that the maker can accept his own amendment but I get it it still has to go thru a debate and vote by the rest of the assembly.

What I'm hung up on is the term "Friendly Amendment." Seems that RONR identifies those amendments coming from someone sympathetic with the purposes of the main motion and not from the original maker of the motion? I'm not opposed of the maker amending his own motion, just in the manner he chooses to do it!

I'm told that at this Thursdays board meeting director A will have a motion to amend a bylaw which has already been posted and that he will also be offering a Friendly Amendment to his own amendment! I'm having a hard time accepting how the maker of the motion can make a "Friendly Amendment" to his own motion? Seems to me to be out of order and he simply needs to amend his amendment?

But what I'm assuming is, if this is only a meeting of the board the mover can't make a friendly amendment to his/her own amendment. A "friendly amendment" is for some other member to make? In other words, a "friendly amendment" by the mover is out of order and all other rules mentioned above by Mr. N apply? This of course is ignoring the fact that an amendment is an amendment is an amendment!

Can the maker of a motion to amend the bylaws make a friendly amendment to that amendment or is he/she required to make it a primary amendment? Can the maker/mover modify it per 33:12 (before a motion has been stated by the chair) and does that modification have to be voted on? Would it be correct to believe that only other members (of the board) can make a "friendly amendment"?

Typically a motion that was tabled is not required to be put on the Agenda of the next meeting, but what if the tabled motion was to amend a bylaw? 1. Was the previous notice provided at the original meeting sufficient to not list the Tabled motion on the Agenda and just wait to se if someone Takes it from the table? 2. Regardless of the motions content, is okay to place any Tabled motioned on the Agenda of the next meeting?

9:24 says, "An executive session in general parliamentary usage has come to mean any meeting of a deliberative assembly, or portion of a meeting, at which the proceedings are secret." And 50:1 says, "Unlike a board, a committee is not itself considered to be a form of assembly." Question: Can a Standing or Ad Hoc Committee who can only report to the board hold a meeting in executive session?

But aren't they required to notify every member of the executive committee if that assembly is to meet?

Thanks for your help! That's pretty much how I understood RONR.

The Election Committee was originally established in the bylaws under a separate article listing all Standing Committee's. It, and all other Standing Committees were recently removed by the board, (which they have authority to do so) from the bylaws and placed into the Board Policies. ELECTION COMMITTEE "Election Committee (also known as the Balloting Committee): The purpose of the Election Committee is to review and recommend election procedure changes, to recruit a sufficient number of Board candidates, conduct the candidate forums, ensure that elections and recall elections of the Board are conducted pursuant to the Corporate Documents, and announce the results." Question: Do the authorized tasks relating specifically to the Election Committee as stated above meet the requirements stated in RONR 50:8 which states in the first bullet point: "if the committee is to have standing authority to act for the society on matters of a certain class without specific instructions from the assembly." Question: Is it required that this Election Standing Committee must be established by either the bylaws or by a special rule of order and cannot be simply authorized in a Board Policy. Please feel free to elaborate!

Sorry, I failed to note that this executive session was in fact held in a special session. Therefore I believe that every member was required to have received notice of the meeting.

RONR says Previous Question requires a second and 2/3rd's vote. If you're dealing with a small board of 9, would the majority of the entire membership (5) be a sufficient alternative?

Supposing there was a violation by the board when calling a special session that was held in executive session. The type of violation would constitute a continuing breach. How do you call a point of order for a continuing breach? The breach may have consisted of failing to include all the members of the board in the call of the meeting. It doesn't seem appropriate to call a point of order during the next regular board meeting because the issue discussed in that executive session can't be revealed!