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? 

1 minute ago, Gene1948 said:

We have not seen this organization's bylaws in their entirety and don't know what they say regarding the effect of being suspended as a member.  

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

15 minutes ago, Richard Brown said:

Isn't that a legal question, or at least a matter of interpreting the organization's bylaws, rather than a parliamentary issue for which RONR provides an answer?  If RONR does say that a member whose membership has been suspended is nonetheless  still a member, I would appreciate a citation.  I cannot find any such statement.   btw, the original poster did not say the members rights are under suspension.  He said her membership has been suspended (or that the member "has been placed on suspension").

I am, however, aware of organizations which provide that if a member is suspended, he ceases being a member for the period of the suspension and must sometimes (but not always) re-apply for membership when the period of suspension is over.  Some make reinstatement of membership automatic upon  completion of the suspension and some require re-application. 

We have not seen this organization's bylaws in their entirety and don't know what they say regarding the effect of being suspended as a member.   I just don't think we have the information we need nor the right to say definitively whether this person, who has been suspended from membership, is still a member.  I believe such a determination is legal in nature and  beyond the scope of this forum, and especially based on the limited information we have.

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.

12 hours ago, Richard Brown said:

I initially started to say that I agree with JJ and with Mr. Martin's comments. However, upon further reflection, I'm not so sure. 

You say this member was suspended for one year.  Was her membership suspended or is she just under some restrictions as to her rights as a member?  If her membership has actually been suspended... in ALL respects... then I think there is a real question as to whether she must or should be allowed to pay dues for the year of her suspension.  The question may be, "If a member's membership is suspended, is that person still a member while the membership is suspended?"   Being a member not in good standing seems to me to be different from having the membership suspended.

I see how this can be interpreted either way.  It is ultimately up to the members of this organization to interpret its bylaws.  We cannot do that for you.

 

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.

4 minutes ago, J. J. said:

Unless your bylaws say otherwise, she would remain under a disciplinary action even if she paid her dues.

Do the bylaws state that a member is dropped from membership if the don't pay their dues? 

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? 

2 hours ago, Josh Martin said:

By “administrative duties” are you referring to other duties assigned by the organization’s rules or to other duties assigned by RONR?

"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.

3 hours ago, Chris Harrison said:

The first question is if we are talking about meetings of the Board or of the General Membership?  If it is a meeting of the General Membership then the agreement of the Board is irrelevant unless the Bylaws grant the Board the authority to make those sort of decisions.  Ultimately this may be a matter of Bylaw interpretation but if we are going strictly by what RONR says about Pro Tems:

1) RONR doesn't really go into much detail regarding Secretary Pro Tems but if we go by what RONR says about Chair Pro Tems I'd say the answer depends on what exact duties we are talking about.  The best way for me to put it is the only duties a Pro Tem is authorized to perform are the core duties (the Chair presides and the Secretary takes the minutes).  Administrative duties don't automatically transfer to the Pro Tem.  That being said the Board may or may not be able to delegate some or all of the Administrative duties to whoever is selected to be the Secretary Pro Tem.

2) Yes.

3) Yes.

4) Only members of the body which is meeting have a right to vote.  So the question is if this person would have the right to vote if he or she hadn't been named the Secretary Pro Tem?

5) Roughly the same question as before.  Would the person have counted towards a quorum if he or she hadn't been named Secretary Pro Tem?

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:

1. Can the pro tem secretary fulfill all of the duties of the official secretary if agreed to by the Board?
2. Can the pro tem secretary attend the Executive Session that is secret if agreed to by the Board?
3. 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.)
4. Can a pro tem secretary vote on board matters if agreed to by the Board? 
5. 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?