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M Goodman

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  1. Synopsis of problem Nomination Committee requires 3 members, only one of which can be on the board, but only 2 were nominated (one of which was a board member and chair). No need to address this, just some background). Second person on nominating committee was contacted once (total) by phone in which they were asked if they would serve on the committee asked if they knew of any candidates. Instead of in committee, candidates were discussed in board and decided there. 2nd person on nominating committee was not aware or informed. (No need to address this, background only) Committee chair submitted nominees slate and report with ineligible members without informing or approval of other committee member. Slate sent out to membership. Second person had no communication other than the first initial call until after the slate was sent to membership. 2nd member of nominating committee calls chair to state they do not agree with the slate because it has ineligible candidates and they did not approve the slate. The question is, is the report valid? Does the 2nd member have any recourse? I did find in RONR 51.2 that I believe addresses this point in that the report content has to be a majority vote within the committee. So having only 2 members on split sides would not constitute a majority. Are there any other areas in RONR that address this point? Or how to address resolutions within a committee? I understand there are various points of order in my synopsis, there is no need to address those as synopsis was given as background only to the questions I have. Thanks in advance for any answers and guidance! Best, Mary
  2. Is there any real definition of "member in good standing" in RONR? I have found areas that dance around using the phrase-like saying just because they are delinquent in dues does not necessarily affect their status of good standing. I have no clue on this, but to shorten my reason for asking I will attempt to give a short explanation as to why I ask. If a brand new person who is not yet a member, nor has been previously been a member, gets voted in as a full member at the meeting do they automatically get the status of in good standing? Can they be elected to office at the same meeting? There are other things at play here that directly go against the bylaws and policies concerning this, but what I am really curious if RONR states anything about what constitutes a member in good standing. Thanks! Mary
  3. Does RONR state anything such as this? If so could you point me to the section (s) that address this? Thank you! Mary
  4. The names of the people have to be presented to the club at 2 meetings for membership. All applications are to be filed with the Secretary and each application is to be read and voted upon at the first meeting of the club following its receipt. At the next Club meeting, the application will be voted upon. The affirmative votes of 2/3 of the membership present and voting at that meeting shall be required to elect the applicant.
  5. We have a problem with our proposed slate in that 2 members nominated are ineligible. Currently the 2 nominated have submitted their applications to the club, but are not members yet and the Club has not had a meeting since they submitted their applications. SECTION III. Election to Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors and shall provide that the applicant agrees to abide by the Constitution and By-laws of the Portuguese Water Dog Club of Greater Chicagoland, and the rules of the American Kennel Club and the Portuguese Water Dog Club of America, Inc. The application shall state the name, address, and interests of applicant and it shall carry the endorsement of two members in good standing. Accompanying the application, the prospective members shall submit dues payment for the current year. All applications are to be filed with the Secretary and each application is to be read and voted upon at the first meeting of the club following its receipt. At the next Club meeting, the application will be voted upon. The affirmative votes of 2/3 of the membership present and voting at that meeting shall be required to elect the applicant. ARTICLE III Directors and Officers SECTION I. Board of Directors. The Board shall be comprised of the Officers and five other persons, all of whom shall be members in good standing and all of whom shall be elected for two-year terms at the Club’s Annual Meeting as provided in ARTICLE IV and shall serve until their successors are elected. General management of the Club’s affairs shall be entrusted to the Board of Directors. Any Board member who fails to attend two Board meetings within a twelve-month period may be removed by a majority vote of the other members of the Board. The slate was sent out in a timely fashion per the bylaws and the membership received the notification of the slate. And when I spoke with the president about they stated the slate cannot be changed because of the following. SECTION IV. Nominations. No person may be a candidate in a Club election who has not been nominated. During the month of August, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of who may be a member of the Board. The Secretary shall immediately notify committee members and alternates of their selection. The Board shall name a Chair for the Committee and it shall be such person’s duty to call a committee meeting, which shall be held on or before the 1st day of September. a) The Committee shall nominate one candidate for each office and position on the Board which is due for election, and, after securing the consent of each person so nominated, shall immediately report their nomination to the Secretary in writing. Five nominees will be elected in odd-numbered years, and four nominees will be elected in even-numbered years, to make up a nine-person Board of Directors. Two officers will be nominated in each election. b) Additional nominations may be made by any voting member in the month of August, provided that the person so nominated does not decline when their name is proposed, and provided further that the proposer shall present to the Secretary before September 1st, a written statement from the proposed candidate signifying willingness to be a candidate for such position. No person may be a candidate for more than one position. c) Upon receipt of the Nominating Committee’s report and the nominations of the membership, the Secretary shall before September 15, notify the membership in writing of the candidates so nominated. d) Nominations cannot be made at the Annual Meeting or in any manner other than as provided in this SECTION. Also of possible relevance to timing is that the annual meeting is October 23, 2021. This is what our bylaws state. SECTION I. Club Meetings. The Club shall have three general meetings during the year. The meeting in the 4th quarter shall be for the purpose of Election of Officers and Directors. This meeting shall be held during the month of October. This meeting shall be held within the greater Chicago area at such hour and place designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such a meeting shall be no less than 20% of the voting members in good standing. So what does one do in this situation? The only thing I could find in RONR is 46:17. Would it maybe treated like a vacancy? Would the Nominating Committee go back? How do you handle this type of situation? HELP! Best, Mary
  6. I am not sure how to reply directly to you but thank you so much! I knew there was a problem with bringing up something currently in the bylaws for a vote and was basically looking for a way for it to be brought up just so it would get noticed! Thank you! A "point of order" is what most of these need instead of a vote!!! Concerning expenditures portion in the only thing the bylaws state about the board is "SECTION I. Board of Directors. The Board shall be comprised of the Officers and five other persons, all of whom shall be members in good standing and all of whom shall be elected for two-year terms at the Club’s Annual Meeting as provided in ARTICLE IV and shall serve until their successors are elected. General management of the Club’s affairs shall be entrusted to the Board of Directors. Any Board member who fails to attend two Board meetings within a twelve-month period may be removed by a majority vote of the other members of the Board." It says nothing about if they have the power to to spend on major expenditures. The reason this came up is because they bought 2 boats for our water trials. Granted, our current boats "will" be in need of replacement in a few years. However, we have a special water committee devoted to handling these expenditures who were not consulted. So perhaps I am wrong ( I am quite frequently 🙂 ), but most of us do not believe this would not fall under general management but something that should have been brought up to the committee and or membership. "SECTION I. The Board may each year appoint standing committees to advance the work of the Club in such matters as: specialty shows, obedience trials, water trials, trophies, annual prizes, memberships, and other areas which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects." What is your take or opinion? If after my explanation, you feel it is under their purview, what would be the proper way just to ask that they inform/consult the committee or membership? Also, in the past when our club takes on a project that involves an initial outlay of a lot of cash, the membership has always been informed. Our board is all good people, but over the years they have let rules go by the wayside-not out of nefarious design or anything-more out of being too time consuming . Basically we are wanting more transparency and engagement so the membership knows what is going on as we a;ways had in the past. Another example of lack of communication to the membership (this one with far more serious consequences) is that our treasurer (and I guess board) neglected to file our taxes for the past 4 years at least. I only found out about it by accident. You would think something as important as a major legal matter should have been relayed to the membership. I assume I would use a "point of order" to request that we be informed of major legal issues? As far as the point in the nomination committee, I guess I should elaborated more on that one. This year the nominating committee was comprised of one board member and the board selected the nominees. Clearly our bylaws convey this is up to the membership to decide. "SECTION IV. Nominations. No person may be a candidate in a Club election who has not been nominated. During the month of August, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of who may be a member of the Board. The Secretary shall immediately notify committee members and alternates of their selection. The Board shall name a Chair for the Committee and it shall be such person’s duty to call a committee meeting, which shall be held on or before the 1st day of September.". Oh ! And the associated organizations are spelled out in our charters - our national club and the AKC so would I still have to spell them out? Like I said, these are good people, but basically we are looking to basically get our club back to following the rules and also let membership know what is going on. For goodness sake at the last annual meeting someone asked why our associate members were not invited. Most board members said they didn't know they had to be, but 2 said their opinions do not count and they don't want to listen to them. One board member said they didn't even know we had bylaws. LOL Most of this is happening because the board changed in recent years, the new people are pretty green, but really good people. The change happened because we lost over half our membership under the previous recent board (over 400 members left-pretty serious if you ask me)-the membership just got mad and left. For my part, I am not trying to stir the pot at all, I am just trying to get the club back on track so it does not happen again! Thank you all so much for all your answers and input! You cannot realize how grateful I am for it! I think you are correct in that I have to pick just a few battles! Any more suggestions, input etc please keep it coming!!!
  7. Help! I am unversed in the proper method of how to present a motion for a vote at an annual meeting mainly because of the nature of questions. SHORT background- our club has in the past ten years gotten away from following our bylaws. In our bylaws, members have the right to attend ANY meeting of the club, including board meetings and the board also stopped having the 3 general club meeting per year. Also, our board has made rather large expenditures without the relative committee or membership being informed when they are only tasked with general management. These are the questions I would like to put up to the membership for a vote, but since many are covered already in the bylaws but not being followed, I am unsure of how to proceed. 1) I move that the club adhere to the bylaws and have 3 general meetings per year. (in bylaws) 2) I move that the board make no large expenditures without informing/consulting either the coordinating committee or membership. (in bylaws board is only tasked with general day to day). 3) I move that the board publish the date and times of their meetings so membership can attend if they so wish. (our bylaws state a member can vote at ANY club meeting so one would assume we are allowed to attend-to be honest the voting part needs clarification in our bylaws as I do not think members should have a vote, or be able to speak unless called upon, at a board meeting) 4) I move that the membership be invited to attend electronic/video board meetings. (same as above) 5) I move that all electronic/video meetings(general, special club, board, special board) be recorded if technology exists at the time to do so. (nothing in bylaws). 6) I move that any recorded club (general, special club, board, special board) meeting be made available for viewing by membership. 7) I move that the minutes of the board meeting be published in our monthly newsletter and on our website when they become available for our membership. (nothing specifically in our bylaws about this-just in RONR). 8 ) I move that the board follow RONR in reference to committee formation and execution of committee duties. (This is really in reference to the nomination committee this year. Our bylaws state that only one board member can be on the committee. This current year the board member is the chair and the nominees were discussed at board meetings and the president went and solicited nominees which is contrary to RONR. I am not sure how to phrase this question). 9) I move that the board install a member(s) to act as a parliamentarian (s) to clarify and research issues that come up to ensure compliance to bylaws and associated organizations. To be fair, I believe our current board is comprised of wonderful people, but they have strayed away from bylaws (mostly I think because sometimes it is just quicker to do things themselves-not from malice of any sort). But as a result, the membership has no clue as to what is going on and it has resulted in loss of members as they are not engaged. Okay- Now that I have written all these points, could someone please help me find the relevant passages in RONR that apply to them? I don't think that items already in our bylaws can actually be voted on as they are already "law" so how do I present those at the meeting so they are followed in the future? Any assistance with phrasing of my questions/ concerns would also be GREATLY appreciated. Thank you in advance for anyone taking the time to reply and help me get this done properly! I really appreciate it!!! Best, Mary
  8. I am in a bit of a quandary as to how to make a motion to stop a meeting in its tracks that violates our bylaws. I know. and have prepared, the citations from RONR and our bylaws that would support me doing so, but I do not now the proper motion to make initially to nullify the meeting as a whole. *Background* For one, club and special club meeting are not allowed to meet electronically in our bylaws and they called an electronic meeting ( board meetings are authorized to meet electronically in our bylaws-so obviously it was intentional for the club meetings not to do so). Two, the proper notification was not given-our notification specifically calls for our notice to go out by mail (came by email -email notifications are allowed in the bylaws for other sections, but not for club meeting-so obviously omitting meeting notifications by email in our bylaws was intentional as well). Third, the "email notification" lacked the hour of the meeting and it is specified in bylaws that the notification has to include the hour (only included date-kind of petty, but a violation nonetheless). Fourth, it did not notify all members. As I said, I know the citations to state as to why, and believe I can hold my ground in a debate, I just do not know what motion or how to even bring it forward! Seriously, I am NOT a rabble rouser, but this meeting is to vote on an extensive revision of our bylaws which contains an amendment that takes away members voting rights and oversight! I am sure the membership does not understand that! I am concerned that they will not allow me to speak! I am concerned that many of our members who are older (who do not use email) don't even realize this meeting is taking place! The title of the email did not even say meeting! I am prepared if all the membership is properly informed, and votes to basically gives complete power to the board (except for voting on elections and bylaws), to give in to the will of the majority-but that currently is not the case. Could someone advise me as to how to proceed? I have never had to use RONR to this level before! HELP!
  9. Thank you so much for your response! I happened to accidentally run across a section in RONR that addresses my question and posted below! I would appreciate your input and opinion if I am on target or not!
  10. Thank you so much for your response! I happened to accidentally run across a section in RONR that addresses my question and posted below! I would appreciate your input and opinion if I am on target or not!
  11. Believe or not, I found something in the 12 edition that actually answers the question! That being said, not being a parliamentarian and not being able to understand all the language, I can't understand the answer RONR provided!!!! I found the answer in 56.68 under number 8. I will write it out completely as I do not know if I am cited the location of it correctly. The answer they give is confusing to me personally. 8 In cases where the bylaws use a general term and also two of more specified terms that are wholly included under the general one, a rule in which only the general term is used applies to all the specific terms. Where the bylaws provide in the basic enumeration of the classes of membership that " members may be active, associate, or honorary, " the general term "member" is used to apply to all three classes of members. But if, in the article on Members, it is stated that members may be either active or associate members, or if in the article simply describes "members" without classification, as in the Sample Bylaws, Article III (56:61), the term "member" applies only to those classes or that class of members, even if honorary members are provided for elsewhere-in which case honorary membership is not real membership. Similarly, if the bylaws provide for "elected officers" and " appointed officers" the word "officer" or the expression " all officers" used elsewhere in establishing the term during which office shall be held, applies to both the elected and the appointed officers. Kind of related and I hope to tie this in my next paragraph-please bear with me because I am so new at this-in the same chapter (I hope that is the correct term) the above references 56:61 in which it has a sample of honorary membership in which the sample states the honorary member has the all of the privileges except for making motions, voting and holding office. Now, looking at our bylaws in my original post, all the classes are including under the general term membership "SECTION I. Eligibility. There shall be four types of membership open to all friends of the breed, 18 years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of PWDCGC: Single, Family, Associate, and Breeder-Sponsored membership." So according to RONR (at least the way I read it-still a bit confused). When the word members is used in our bylaws it refers to 4 classes of members. Therefore, all members are allowed to attend meetings correct? While 2 classes of membership are not allowed to vote, they still retain the right to attend and make motions. I think my way of reading this is bolstered by the fact that like above in our bylaws it specifically states who is allowed to vote at meetings (single and family) which would mean that other types of members could be present. "SECTION V. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to vote at any meeting of the Club at which they are present as per the membership paid (either single or family, as stated in ARTICLE I SECTION III). Proxy voting will not be permitted at any Club meeting or election." I also believe my argument, that all members are allowed to "attend" meetings is further bolstered by the sample of honorary member they give is excluded and not a real membership. Why I believe it is bolstered by their example of who is not a real member is that it states in the example that the honorary member cannot hold office, vote or make motions. So, where would an honorary member be voting or making motions if they were not allowed in meetings? Then there is a lesser citation concerning writing the membership section of bylaws, 56:16, that also seems to bolster my argument " .....(1) classes of members-as "active," and "associate," and the like-with any distinctions being set forth, and, as applicable, the or of each, and any limitations on their number... ". Our bylaws state nothing about them not attending meeting, not being able to make motions, just that they cannot vote. In essence, since finding the new citation in RONR, it is my now my firm interpretation that our bylaws state that all classes of members are afforded the right to attending meetings. I would like to make an argument as to such to our membership as it is directly tied to another issue of great importance to out club. Given the new citation found, do you think my interpretation/opinion is valid. Please tell me if I am on target or my thinking is way off base. Thank you both for answering ! I am looking forward to your opinions! Good or bad!
  12. In our club we have currently have 4 types of memberships which I will list below with their descriptions. I will also add the meeting section below that in case it will help answer the question My question is, do associate and breeder sponsored membership retain the right to attend meetings? Clearly they do not have the right to vote, but are they allowed to attend and possibly be heard? Would love to hear answers as I cannot find in the RONR where this is addressed except for a blurb about making distinctions in bylaws. Would appreciate any and all thoughts on this. Thanks in advance. SECTION I. Eligibility. There shall be four types of membership open to all friends of the breed, 18 years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of PWDCGC: Single, Family, Associate, and Breeder-Sponsored membership. Membership – That Membership as described in SECTION III of this ARTICLE. While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of pet owners, exhibitors, and breeders in the greater Chicagoland area. SECTION II. Dues. Membership dues shall not exceed $50.00 per year, payable on or before the 1st day of June each year. The Board of Directors may adopt such dues policies for purposes of partial year membership and reduced dues from membership as it deems appropriate, but not to exceed the maximum amount herein specified. No member may vote whose dues are not paid for a current year. During the month of April, the Treasurer, or designee, shall send to each member a statement of dues for the ensuing year. SECTION III. Election to Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors and shall provide that the applicant agrees to abide by the Constitution and By-laws of the Portuguese Water Dog Club of Greater Chicagoland, and the rules of the American Kennel Club and the Portuguese Water Dog Club of America, Inc. The application shall state the name, address, and interests of applicant and it shall carry the endorsement of two members in good standing. Accompanying the application, the prospective members shall submit dues payment for the current year.All applications are to be filed with the Secretary and each application is to be read and voted upon at the first meeting of the club following its receipt. At the next Club meeting, the application will be voted upon. The affirmative votes of 2/3 of the membership present and voting at that meeting shall be required to elect the applicant.  Single membership with all rights, privileges, and responsibilities has one vote at PWDCGC meetings; member must be present to vote.  Family membership with all rights, privileges, and responsibilities has up to two votes at PWDCGC meetings; member(s) must be present to vote.  Associate membership will receive Shorelines and be able to attend Club sponsored events, but will not have voting rights and will not be able to hold office.  Breeder Sponsored membership will be for the balance of the current membership year. Breeder Sponsored membership will receive the Shorelines and be able to attend Club sponsored events, but will not have voting rights and will not be able to hold office. Applicants for membership who have been rejected by the Club may not re-apply within six months after such rejection. SECTION I. Club Meetings. The Club shall have three general meetings during the year. The meeting in the 4th quarter shall be for the purpose of Election of Officers and Directors. This meeting shall be held during the month of October. This meeting shall be held within the greater Chicago area at such hour and place designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such a meeting shall be no less than 20% of the voting members in good standing. SECTION II. Special Club Meetings. Special Club meetings may be called by the President, or by a vote of the members of the Board of Directors who are present and voting at any regular or special meeting of the Board. Such Special Meetings shall be held within the greater Chicago area at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such meeting shall be mailed by the Secretary at least 5 days and not more than 15 days prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other Club business may be transacted thereat. The quorum for such a meeting shall be no less than 20% of the voting memberships in good standing. SECTION III. Board Meetings. Meetings of the Board of Directors shall be held quarterly or more frequently within the greater Chicago area at such hour and place as may be designated by the Board. Meetings may not be held by telephone or fax. Board of Directors meetings may conduct meetings via videoconferencing and teleconferencing. Written notice of each such meeting shall be mailed or emailed by the Secretary at least 5 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board. SECTION IV. Special Board Meetings. Special meetings of the Board may be called by the President; or may be called by the Secretary upon receipt of written request signed by at least three members of the Board. Such special meetings shall be held within the greater Chicago area at such place, date and hour as may be designated by the person authorized to call such meeting. Written notice of such meeting shall be mailed or emailed by the Secretary at least 5 days and not more than 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. The quorum for such meeting shall be a majority of the Board. SECTION V. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to vote at any meeting of the Club at which they are present as per the membership paid (either single or family, as stated in ARTICLE I SECTION III). Proxy voting will not be permitted at any Club meeting or election.
  13. The following is the from our club bylaws. I read it as the annual meeting requires a quorum but other general meeting do not because it follows the explanation of the annual. I admit I may be wrong. Could a parliamentarian please inform me of the correct interpretation? Or their opinion? Thanks in advance. SECTION I. Club Meetings. The Club shall have three general meetings during the year. The meeting in the 4th quarter shall be for the purpose of Election of Officers and Directors. This meeting shall be held during the month of October. This meeting shall be held within the greater Chicago area at such hour and place designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such a meeting shall be no less than 20% of the voting members in good standing.
  14. Background-Our Clubs directors and officers are putting forth an amendment to our constitution that takes away membership's rights-including voting. Currently the voting membership has 3 meetings a year in which we are entitled to vote on larger issues that impact our club. The proposed bylaws state that voting membership will now only be allowed to vote at the annual meeting and all other items will be decided solely by the board during the year. The "bylaws committee" is comprised of one board member with no input from membership, just the board. The other new changes also give more rights to the board. Question-Our bylaws currently state that the membership must be notified, by mail, 2 weeks prior to voting, for all amendments to the constitution. "Mail" is important because our bylaws differentiate between mail and email, and for amendments, it specifically states by mail. Our meeting is to take place on November 1 on electronic media (think Zoom/Google Meetings). As of yet we have not received the proposed bylaw amendments even by email. It is doubtful that they will make the 2 week deadline even with email as the final draft is not complete. As I am not entirely familiar with parliamentary procedures, can we somehow stop the vote based on not receiving the bylaw changes within the proper time and proper notification? If so, how do we do this properly? Our goal is to form a bylaw committee which is comprised of diverse membership that serves all membership interests equally.
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