SandyG

Thank you both. I should have stated this in my initial question. Our Bylaws invite all non board members to the meeting, a method to be added to the agenda, and the invitation to speak. Does that affect your answer "no" ?

Thank you in advance... Our organization invites all members to the board meetings. Members can even be placed on the agenda to speak. We also have a time allotted for members to speak. Can non members make a motion to the board, and can the board vote on the motion?

Our Bylaws do not contain the word "suspended" or any form thereof.

My apologies. I did not see this response before I made my last comment.

So if I understand everyone correctly, my statement: "Her membership was suspended in all respects," is incorrect. She can continue her membership, albeit a member not in good standing. Many thanks.

Her membership was suspended in all respects. My initial thought was if we allow her to pay membership dues for 2020, we would actually be going against our bylaws because it clearly states a member cannot have any active disciplinary actions against them. There is no mention of what that means for suspension. We also don't know if it could be construed that by accepting her membership dues, we are somehow affecting the validity of the suspension.

Yes. "Any membership renewal not received on or before January 31 shall result in the termination of membership-in-good-standing status and shall require a new member application to be reinstated as a member." However, we also have a clause that states "A new membership accepted after November 1st shall have his/her dues applied to membership for the following year..." If the check is deposited, she is paying for membership she cannot use until the date she could apply as a new member.

Our Bylaws state: Member: Defined as member in good standing. Member in good standing shall: (among other things) Have no active disciplinary action against him/her per the current disciplinary grievance policy. Question Background: We have a member who was placed on suspension by the BOD for one year in November 2019. She appealed the decision and had a hearing at a general membership meeting with a quorum. The membership upheld the suspension. Policy states the membership decision is final and the case is closed; however, she continues to fight the decision and has threatened legal action. Membership renewals close January 31. We received her membership renewal application and check. She is not allowed on the property for one year, or until November 2020. My interpretation of our Bylaws state she cannot be a member because she has an active disciplinary action against her. Question: Anyone see another interpretation of the Bylaws as stated? What do we do with her check?

"Administrative duties" that the official secretary completes. The Bylaws are brief. Basically minutes and maintenance of records, and "other duties as requested by the BOD." The list of "other duties" has grown over the years into perhaps 20 - 25 duties.

The pro tem would take minutes of both the Board and General Membership. The Bylaws state the president chooses any member to act as secretary for that meeting. The president chose a member to act as long term pro tem secretary. The duties of the official secretary are varied... correspondence, agendas for meetings, collection of and distribution of documents, record keeping. When you say "the Board may or may not be able to delegate some or all of the duties..." what qualifies as "may or may not" ?

Our Bylaws state the President can choose a pro tem secretary. However, the Bylaws do not clarify the actual duties. From what I gather reading RR, the pro tem secretary merely takes minutes of the meetings. Due to a lengthy replacement / election process, it could be 5 months before filling the position. The secretary duties cannot wait. The Bylaws do not address four of the questions below: Can the pro tem secretary fulfill all of the duties of the official secretary if agreed to by the Board? Can the pro tem secretary attend the Executive Session that is secret if agreed to by the Board? Our Bylaws state guests at a board meeting can participate in discussions for the first hour of the meeting or as deemed appropriate by the board. Can the pro tem secretary participate in the board discussions after the first hour if agreed to by the board? (This may sound obvious, but I need to confirm.) Can a pro tem secretary vote on board matters if agreed to by the Board? Can a pro tem secretary be counted for a quorum if agreed to by the Board? I have clicked on "Notify me of replies" this time! Many thanks.

My apologies for the delay. I thought I would receive some sort of notification that the discussion continued. Lesson learned. I only came back to ask another questions. Before doing so, Our Bylaws do address how to fill a vacancy. An article must appear in our monthly newsletter that there is a vacancy and candidates will be taken from the floor at the next general meeting that is not scheduled until March 2020. If more than one candidate is nominated, a vote will take place at the following general meeting that is not scheduled until May 2020. Thus the wait. At the very best, the board could vote to conduct a special meeting for voting, but that's a different subject. Richard Brown, the secretary of the general membership is also a member of the Executive Board. No need for ex officio. In this case, the secretary is only pro tem. I'll submit my next question under separate cover since my response is so late.

Understood. Thank you.

How does an organization "make" someone an ex-officio officer? I've read they are not elected or appointed. If there is no mention of an ex-officio position in the Bylaws, can the Board of Directors just agree? Specifically, we recently lost our secretary and have a candidate to replace her. Due to our process, the voting is not until May. The candidate was previously secretary for numerous years, so she has the experience and knowledge. She is also an assistant treasurer, although not a board position. Can she become an ex-officio secretary? And if so, how?