Tomm

On 9/9/2023 at 2:57 PM, Josh Martin said:

I guess I'm not quite clear on what is so important, as a practical matter, that it can't wait 72 hours and yet is not quite important enough to be an emergency.

First of all, thanks very much for your in-depth response, it helps!

The situation arose where, in a committee meeting, an outside architect was hired to report and perform certain duties, but now additional duties are deemed to be required. It has become necessary that in order for the architect to perform those additional duties by a certain specified date, (the boards next scheduled regular meeting) her contract with the organization needs to be amended within 2 days, which would allow her firm the necessary time to compile the information on time. Assuming that only the board of directors, who issued the contract can amend it, a special meeting would be required to do so. I hardly consider that the type of emergency that would warrant waiving the 72 hour requirement. 

And now you know the rest of the story!  

On 9/8/2023 at 7:37 PM, Gary Novosielski said:

Notice requirements are not rules of order, since they do not apply to the conduct of business within a meeting.

Rules in the nature of rules of order has to be one of the vaguest issues explained or defined in RONR, especially when you consider that even a bylaw that states the president shall preside at all meetings can be suspended? (62:12 n5)

The difference just doesn't click with me which rules are in the nature of rules of order and can be suspended and which one's are not. It seems to me there has to be something that triggers the difference? 

Any suggestions?

Thanks

The bylaws, regarding the Board of Directors meetings state in-part: "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 website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given."

Question: Is the 72 hour notice requirement considered to be in the nature of rules of order that can be suspended providing every member of the board has been notified and there are no absentees to protect?

On 9/5/2023 at 6:03 AM, Josh Martin said:

No. It is certainly not a "violation" of 49:15. As others have noted, the bylaws take precedence over RONR. I am also not clear on in what manner this rule is viewed as conflicting with 49:15.

I was going thru some of my old posts and came across this response from one of the forum parliamentarians on a similar question:

"If RONR is the society's parliamentary authority, the "policy" of requiring three readings of a main motion is null and void, since the board is not authorized to adopt special rules of order that are in conflict with the society's rules. RONR (11th ed.), p. 486."

That is what piqued my interest.

On 9/4/2023 at 12:23 PM, Joshua Katz said:

Your special rules of order also outrank RONR.

Still confused!

So, forgetting about the 2/3rd's vote to waive the second reading for the moment; are you saying that a bylaw requiring 2 readings would be a violation of 49:15 but a special rule of order would not?

On 9/4/2023 at 11:06 AM, Atul Kapur said:

By definition, the bylaws cannot violate RONR, as they are higher in authority than RONR.

What's the difference if there were a special rule of order providing for the multiple readings? Not sure I see a difference.

On 9/4/2023 at 11:06 AM, Atul Kapur said:

As for a "work around," you appear to have provided the answer yourself: "unless readings are waived by two-thirds (2/3) majority of the Board (6)."

So are you saying that this work around allows the multiple readings or are they still in violation of RONR?

RONR is our organizations parliamentary authority.

The bylaws relating to the meetings of the Board of Directors states, in part, the following: "Motions made in Board meetings, excluding Executive Sessions, Special Sessions and the Exchanges, shall be read and passed a minimum of two times before finalized and acted upon unless readings are waived by two-thirds (2/3) majority of the Board (6)."

Question: Is this a violation of 49:15 and is there a possible work around?

On 9/3/2023 at 6:26 AM, Josh Martin said:

I understand this to mean an "ad hoc committee,

Yes. My bad, "Ad Hoc committee". Just got a little ahead of myself.

So according to 50:26, the assembly that established the committee would have had to instruct the committee to function under the rules of a full-assembly or else they function under Procedures for Small Boards. Got it!

Thanks for your response.

An Ad Hoc of more than one dozen has 3 Co-chairs. I know RONR does not approve of Co-Chairs but my question is:

Question 1: Should all 3 Co-Chairs refrain from voting unless it's necessary to change the outcome of the vote?

Question 2: If one is considered to be the Chair, then can or should the remaining 2 Co-Chairs vote?

What do you mean by lowering the threshold?

I'm a little confused with 9:16! 

Is that saying that the notice in the call of a special meeting is not, or may not, be sufficient notice if the bylaws have certain other requirements on specific items? 

On 8/28/2023 at 11:58 AM, Atul Kapur said:

The OP tells us that the bylaws specify that planning sessions are for a particular purpose and "will be open for attendance by Members who will not be allowed to comment." [emphasis added]

I seem to recall that this is different for meetings of the board, where members are allowed to comment (on some matters, at least).

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! 

On 8/28/2023 at 6:58 AM, Josh Martin said:

So far as RONR is concerned, any business that could be conducted at a regular meeting may also be conducted at a special meeting,

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. 

On 7/30/2023 at 3:02 PM, Josh Martin said:

This analysis must be completed individually for each standing committee based upon the individual committee's assigned duties.

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? 

On 7/30/2023 at 1:16 PM, Josh Martin said:

Did the assembly mistakenly put actions in the Whereas clauses?

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)

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?

On 6/30/2023 at 11:07 AM, Atul Kapur said:

Whether we think that these provisions are good ideas or not does not affect their legitimacy (notice I didn't say "legality").

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."

On 6/25/2023 at 6:40 PM, Joshua Katz said:

Where does that second clause come from?

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. 

On 6/25/2023 at 6:18 PM, Joshua Katz said:

What rule is violated if the member moves to amend his own motion?

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!