Tomm

Roger that! I am registered but apparently got logged out?

I get it that the 500 is less than the current 1250 but the motion is only for 500. Perhaps some members may agree with the 500 and decide not to attend the meeting, but if the amendment suddenly changed to 800 they may have objected and would want to attend the meeting to debate against the 800. In my mind the scope is what's specified in the motion and the immediate issue of concern and not what the current bylaw may already have established.

Actually the Articles of Incorporation allow for both the board and the Members to amend them. In case of a conflict the Members shall prevail. I was kinda under the understanding that each motion is a single, stand alone, event and what may already established doesn't affect the content of what's attempting to be voted on?

Thanks, that helps but it seems to me that there would then have been a limit on how many proxies one member could hold? You certainly couldn't hold up 30 cards very easily!

I fully understand that RONR does not agree with the use of proxies, but I was hoping one of the parliamentarians who may have experience with large annual membership meetings where proxies were allowed can explain how they are typically handled and addressed when taking a vote. Unfortunately, our organization allows proxies. When taking a voice or show of hands vote, how is it determined how many votes are represented? When members check-in to a meeting, and having had to return their proxy forms 10 days before the meeting for verification, are they assigned a special seating area whereby the number of votes being represented is known? Any insight on this is greatly appreciated, and now having thought more about it, I can understand why proxies are discouraged.

Our organization allows for proxies. The proxy form is generated and distributed by the corporate office. Question: Does the length of time that a proxy is valid have to be determined by the board of directors or bylaw, or can the corporate secretary or general manager of the corporation, who are not members of the board, specify the length of time a proxy would remain valid? I would suspect that if the articles of incorporation or bylaws no not specify the number of proxies one member can hold or the length of time that those proxies are valid, then the State Statutes have the final word?

It's my understanding (assumption) that any rules already stated in the State Statutes doesn't really need to be restated within the bylaws! But are there certain items, like how or the vote required to amend the bylaws be restated? Seems like most Directors lack knowledge on RONR so I would imagine their knowledge of the State Statutes is even less and perhaps some rules should be restated in the bylaws? The State Statutes are saying that amendments to the bylaws, when voting by class (which I assume means one class would be the board of directors and another class would be the general membership) "...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." I guess what I'm asking is because our organizations bylaws say nothing about about the vote requirement (2/3rds or majority of entire membership) then the 9 board of directors may approve amendments to the Bylaws with only a majority (5) rather than 2/3rd's (6) and any attempt to mandate a 2/3rd's rule would be in violation of the State Statutes because the Statute doesn't provide the statement "unless otherwise stated in the Articles of Incorporation or Bylaws"? Seems RONR 57:1 (1) is pretty much saying the same thing.

I'm assuming you're referring to the difference between an assembly and a meeting. However, what if the "assembly" was specifically called to discuss business even though no votes would take place? Some of the board members in our organization would like to hold "work sessions" to discuss issues in between the regular board meetings, rather than debating the issues at the board meeting itself, which are open to the Members, but some fear that even that would constitute a meeting. What would some of the specific do's and don'ts be of an informal "work session" gathering without fear of any violations of RONR?

I'm assuming that 45:20 should really have a reference back to 25:7? You can, in fact, suspend the rule calling for a vote by ballot if the bylaw provides a provision to do so? Or when it comes to elections is there some other prohibition of a parliamentary rule based on the protection of a members right to privacy?

If a scheduled meeting fails to achieve a quorum, is it required that a set of Minutes still be produced even it if it only states that the meeting was called to order but a quorum was not present? Here's the situation. We had an annual membership meeting in 2021 because we had a quorum. We didn't have our annual membership meeting in 2022 because of a lack of quorum. If we can achieve a quorum in 2023 I suppose the first item on the agenda would be to approve the minutes of the 2021 meeting. Assuming some sort of Minutes should be recorded for even the failure to hold the 2022 meeting, are they required to be approved also?

But if it's impossible to provide an open meeting, video record it, and allow Members to comment when another bylaw strictly provides, shall do so, why wouldn't the electronic meeting be a violation? Or is it just one of those issues where if nobody objects, it's just okay?

The bylaws currently state "All meetings of the Board and the Exchanges, excluding Executive Sessions and Informational Meetings, shall be open and video recorded. Member comments at Board Meetings will be limited to posted motions." The board is now considering adding a motion to amend the bylaws to add a blanket statement that electronic meetings are allowed. (The State Revised Statutes already allows them) There is no mention of amending the current bylaw that states all meetings shall be open, video recorded with time available for Member comments. Question: If a totally electronic meeting were to be held without first addressing and amending the current bylaw, would the electronic meeting be considered null and void because it violates the original bylaw? (Can't be open, video recorded or allow for member comments.)

So does that mean that even if a Director failed to receive the notice of a meeting, the business transacted at that meeting (where his absenteeism was not protected) is still valid?

Understanding that every member of the board is required to receive notice of a meeting or else any business transacted is null and void; If the board/chair were to schedule an entirely electronic meeting, does merely sending out the notice satisfy the requirement or is there also a requirement that each director acknowledge receipt of that notice? I'm thinking that there's a good possibility that the call of the meeting will be sent out by either email, voicemail or text message. With many reasons why those messages could fail to reach their intended recipient I would suspect the only guarantee that all members are aware of the meeting would be to acknowledge receiving it? As stated above, failure to receive notice of every director would invalidate the meeting.

My copy only goes up to 30:11 Hmmmm?

Found it.... 40:11 Thanks

In the absents of the secretary, who notifies the chair as whether a quorum is present? I assume it's ultimately up to chair alone to determine that?

FYI: They only resigned from their positions as President and VP and remained on the board.

Board members are elected by the general membership but the bylaws allow the board to elect their own officers, and they do that in executive session.

We recently had the situation that both the president and vice president of the board resigned at the same time due to health concerns in our 501-c (4). The board then selected new officers from within the board. Seems to be the only option left?

Thanks Josh for such a comprehensive response. Truly appreciated as it checks off several boxes. "Directors"....term duly noted. Thanks

Taking the following ambiguous bylaw into account: "SECTION 3: INSTALLATION OF DIRECTORS At the first Board meeting after a Board of Director has been newly-elected or newly-appointed, the President of the Corporation shall formally install the new Board of Director(s) specifying when their term of office commences." And based on 46:47, can the chair swear-in the new directors immediately prior to the start of the meeting so that once the meeting is called to order there would be a quorum present?

They specify 6

Assuming that your bylaws allow for proxy voting, would the bylaws need to specifically specify that the board can achieve a quorum with the use of proxies, or can it just be done?

They do have the ability to amend the bylaws on their own but I'm assuming you mean it still needs to done while they meet the quorum requirements stated in the bylaws?