M Goodman

I get what you are saying, but if they return at the one year mark wouldn't they be serving 1/2 of the third consecutive term? Thanks for all your patience with me-you guys are the best! Mary Wait-are you saying that they possibly cannot return?????

This is what our bylaws state: "DIRECTORS, OFFICERS AND ********* Section 1. Board of Directors: The Board of Directors ("Board," "Directors," or "Board of Directors") shall be comprised of ten members, all of whom shall be Voting Members in good standing and who are residents of the United States. The Board shall be elected for one two-year term as provided in Article VI below and shall serve until their successors are installed. Each Director shall be limited to serve no more than two consecutive two-year terms. General management of the *******’s affairs shall be entrusted to the Board of Directors." So if a director has already served 2 consecutive terms, and the end of their second term was 1/2023, when would they be able to return? Best, Mary

Quick question. If a limit for a board member is two consecutive terms how long do they need to wait to run for re-election? Someone wishes to come back after one year off. In my way of thinking ( which I admit is sometimes faulty 😄) I say they have to wait 2 years because at the one year mark they would be serving half of the third consecutive term. I see quite a bit about term limits, but really nothing that address eligibility to return specifically. Thank you all again in advance! Mary

I would like to thank you all for your help. Our meeting was last night and your citations helped extremely in getting the members points across. Our meeting would have been equivalent to nightmare for a parliamentarian to watch. Members were allowed comments which was good. Points of order were not addressed. Board members said "a book" (RONR) doesn't apply to our club even though it is in our bylaws as our parliamentary authority and so on. The highlight was when the board took up the motion to rescind and a board member seconded it, but instead of opening up debate for the board, they refused the board member speech and went immediately to a vote. Like so many issues I see posted on this forum, it is apparent that only a change in leadership will solve the problem. Again, thank you so much for your patience with me. I greatly appreciate your input as well as helping me to understand RONR better-I actually do find it quite fascinating!.

Yet another question. I "JUST" found this buried in our PPM about the board forming committees. It certainly does allude, or at least give rise to the argument, that the membership did not give them the authority to impose term limits on standing committees-only for special/adhoc committees. There are quite a few references in RONR concerning board authority. If one were to make this argument, is there a particular reference in RONR concerning authority given that would be most impactful? A motion to create a new committee must be approved by a two-thirds majority vote of the full Board. The motion must include: ● Name of committee. ● Mission and scope. ● Size and composition of committee. ● Method of selecting committee members and positions. ● Any special funds that must be allocated to the committee. ● Any special authority to act that is granted to the committee. ● First quarterly reporting date, subsequent report schedule, and/or special directives. ● Term (for special/ad hoc committees).

Yes! 50.7 is exactly on point! The board is limited to serving 2 consecutive 2 year terms per our bylaws : ******* Section 1. Board of Directors: The Board of Directors ("Board," "Directors," or "Board of Directors") shall be comprised of ten members, all of whom shall be Voting Members in good standing and who are residents of the United States. The Board shall be elected for one two-year term as provided in Article VI below and shall serve until their successors are installed. Each Director shall be limited to serve no more than two consecutive two-year terms. General management of the PWDCA’s affairs shall be entrusted to the Board of Directors. ******** And below is the part actual announcement from the board stating the following committees will limited to serving 2 consecutive 3 year terms (with 3 years off in-between), applied retroactively and also stating of multiple members exceed term limits they can stay and be rotated of later. ******* "To that end, the Board of Directors has taken the following actions regarding the Breeder Development, Finance, Judges Education, Specialty Event (National Specialty) and Water Trial Committees: 1. Committee membership tenure will be limited to a maximum of two consecutive three-year terms (six consecutive years), at which time the committee member must step down for a minimum of three years before being reconsidered for the same committee. For committees that have multiple members with tenure of six or more consecutive years, the two longest serving members will rotate off first. In the case of more than two members having the same tenure, Chairs may ask members who have served longer than six consecutive years for volunteers willing to resign. For 2023, this process will begin June 1, and going forward the process will repeat at year end, commencing December 31st, 2024." ********* It is interesting to note that of 5 committees mentioned, 4 of the committees have current board members on them who do not have to leave, in one of the four has two members. These are current board members who get to choose the people they new people to be placed on the committees. In addition our board votes on who is on the nominating committee and, of course a board member is on it. Though I am not sure when it happened, ex-officio member title was placed next to the name of the treasurer on the finance committee member roster. Correct me if I am wrong, but I don't believe term limits apply for people with this designation. I have never seen our club ever use it before. I personally am not on the board nor any of these committees. I hope by the previous paragraph you can read between the lines as to why we are searching for procedural ways to combat this. Are your sure this following sentence (from Section 1 Board Members listed above) cannot be taken literally?😄😄😄"Each Director shall be limited to serve no more than two consecutive two-year terms." I cannot thank you all enough for your patience and time you took answering my questions. I am so grateful for all your assistance in helping me to understand some of the concepts. I am hoping that with your suggested citations coupled with the number of frustrated members signed up for this next board meeting, that they will take away the proposal. Any more suggestions you think of, please list them. Thank you ever so much, Mary

Forgive me again as I appear not to be clear (what I am thinking in my head is not translating well into text 😄) none of the actual names of particular standing committees are mentioned in our bylaws. The particular names of the standing committees were stated stated in the board announcement in regards to introducing terms limits only to the specific standing committees mentioned, but would not apply to those not mentioned. All that is said about standing committees is the following and very general: ARTICLE V COMMITTEES Section 1. Committees: a) There shall be Standing Committees to advance the breed in health-related areas. Each health-related committee shall make reports to the membership on an annual basis, with interim reports to the ****** Board when requested by the Board. The Board may appoint additional health-related committees as it deems necessary. b) The Board may at any time appoint Standing Committees to deal with breed conformation and performance events such as dog shows, agility, obedience/rally trials, water trials, and other areas which may well be served by a committee."

Sorry to keep bothering you all on this, but you all have been extremely helpful in me understanding . I have another question-How can the board impose term limits on some standing committees but not others seeing as they all fall under one heading in the bylaws? Excerpt from the boards announcement "This is especially true for committees that are distinguished by mandates critical to the functioning of the ******** and those that are highly impactful to club membership and the breed more broadly." They then named the specific committees that this applied to. In my way of thinking, (which I admit may be incorrect 😄) it appeared that they basically created a sub-category of standing committees, which is why we believe it would somehow need to be put in the bylaws-like a sub category called "Special Standing Committees" or something similar. . Is there anything in RONR that would help to clarify or speaks to this? This is why I originally thought that RONR 1:6 "......c) where required under the general parliamentary law in the case of certain steps or procedures that impinge on the normal rights of the minority, of absentees, or of some other group within the assembly’s membership." , because it mentioned groups. I hope I am clear as to what I am asking, I do understand that it is not a membership right to be on a committee, but wouldn't it infringe on the committee (group) rights because other committees (groups) in the same category do not have to do the same? Please forgive me if this is redundant, but I am just trying to get these things straight in my head.

Just another tidbit for in regards to club meetings. As we are a small US nationwide club having about 15,000 (approximately 1/2 are voting members) scattered all over, we have only one Annual meeting scheduled per year. This is "one" of the reasons member are allowed to speak and attend board meetings-so we know what is going on. We do have the option to call for a Special Club meeting which most likely will be our next step if we do not resolve this in the next board meeting.

You all are so much more adept and clear than I am, and apologies if I use incorrect language or do not properly convey my thoughts. Please continue to question and correct me as I am only trying to get things straight in my head 😁!! This situation is so complicated and confusing to me! What I trying to get at is (operating under the premise that our PPM is a document containing basically standing rules/special rules of order among other things) is whether the board has the authority to adopt new rules without the membership approval and place them in our PPM. 49:15 "Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." I am kind of confused about this. Does this apply to just rules within the board itself? Does it mean in can institute new rules for the whole membership? I am trying hard to understand the meaning of it. If you could explain the meaning of 49:15 it would be of immense help to me!!! I want to thank you all for your answers as they have given me a greater understanding of the situation, but I am still confused about a lot as well. Thank you and everyone else taking the time out to help me understand!!! You cannot believe how much I appreciate it!!!

"If they are special rules of order under who's purview would instituting them fall? The membership or board? In our bylaws (as well as our PMM) is silent as to whose purview this would fall under. I would think according to RONR 2:22 it would fall to the membership. Here is what our bylaws state concerning the boards duties " Section 1. Amendments to the Certificate of Incorporation and Bylaws or to the Standard for the Breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary and signed by 20 percent of the Voting Membership in good standing. Amendments proposed by petition shall be promptly considered by the Board of Directors and must be submitted to the Voting Members, with the recommendations of the Board, by the Recording Secretary for a vote within three months of the date when the petition was received by the Recording Secretary. Section 2. The Certificate of Incorporation and Bylaws and the Standard for the Breed may be amended at any time provided a copy of the proposed amendment(s) has been mailed by the Recording Secretary to each Voting Member, accompanied by a ballot on which s/he may indicate his or her choice for or against the action to be taken. The ballot shall specify a postmark date not less than 30 days after the date of mailing by which date the ballots must be returned to the Recording Secretary, or independent auditing firm designated by the Board of Directors, to be counted. The favorable vote of two-thirds of the Voting Members in good standing who return valid ballots within the time limit shall be required to effect any such amendment."

To be honest the members had only had a few days to get on the agenda and (in addition to asking for discussion) it was the only other thing we could come up with to make sure the issue addressed. We were not sure what the proper way was.

This is exactly what the membership would like to see happen. That we revise our bylaws and clarifications in our PPM.

Thank you all for your answers! I have a better understanding of at least some of the issues now! This is what our PPM says about members speaking in board meetings. Important to note that our charter state recently changed charter laws for non profits that video conferencing meetings are now considered in person. In my initial complicated post I tried to limit the length of my ppm citations. IN-PERSON BOARD MEETING STANDING RULES The below rules must be presented as a motion and seconded before each respective meeting. They must also be posted on the meeting room door prior to the meeting. In-person Board meetings differ from Annual Meetings of the Club in that members are not allowed to bring motions and/or new business before the Board unless such motions and/or new business were forwarded to the Recording Secretary at least two weeks prior to the meeting and are slated on the agenda. From time to time, the Board may ask for opinions or comments from attending members on issues before the Board. In that event, the following rules shall apply: ● Member comment shall be limited to two minutes per member. ● Each member shall be allowed to speak no more than two times on each issue unless a majority of the Board present approves further comment. Debate on any issue will alternate between pro and con speakers. At any time, the President, or a majority of the Board present, may call for an end of a member’s comments as well as ask that no member comment be solicited. ● If any member or visitor attending the meeting is asked to leave the meeting by the President, then that member/visitor shall do so immediately. It shall be at the discretion of the President if the member/visitor asked to leave is allowed to return to the meeting. ● If comment from the membership is not called for by the Board, and a member wishes to make a comment, the member may raise his/her hand. However, it shall be at the discretion of the President if he/she wishes to call on the member. ● The Board may elect to close its meeting to the members at any time (thus, enter “executive session”), and an estimate of time may be given to the attending Club members by the President as to when (and if) the meeting will reconvene in “regular session.” ● There shall be no smoking in the meeting room I "think" the above is quite clear that we are allowed to debate, but the sentence in here concerns me. "At any time, the President, or a majority of the Board present, may call for an end of a member’s comments as well as ask that no member comment be solicited." I assume this is alluding to if a motion is considered dilatory by the board? However, there are also various other references in our PPM that address members being able to speak at board meetings, some are just passing references. But this particular one addresses RONR indirectly. "Each call-in member who wishes to address the Board may do so on any topic(s) they choose for up to two minutes just prior to going into Executive Session. The caller will be invited by the Recording Secretary or another Board member to come off mute and address the Board. Each speaker will be informed when the two minutes are up. The speaker will then promptly finish and go back on mute. Normal rules of meeting etiquette and decorum apply."

This is an EXTREMELY complicated situation with multiple tangents in which I hope some parliamentarians can help me sort out some answers to. I apologize in advance for the lengthy post, but I included citations from our Policy and Procedure Manual as well as RONR. Nothing relevant to the following in our bylaws except for board term limits. Recently our board announced term limits only for specific standing committees. The term limits announced for the committees were for up to 2 consecutive 3 year terms with 3 years off in between. There is nothing in our bylaws or PPM about term limits for committees. Our directors serve up to 2 consecutive 2 year terms which is in our bylaws. They announced that these committee term limits were retroactive (which I know can be done) and would gut these committees. Prior to the announcement the board also called specific chairs and told them to resign or face public humiliation. In the announcement, they named the specific people they had called and announced all their resignations even though only one had resigned at the time of the announcement. It is important to note, that no formal reviews were done except one for one committee, nor any dereliction of duty was implied for any. In addition, only specific people are being forced to leave while others who would also be ineligible (due to retroactive term limits) are allowed to stay. Also of importance was that the board cited getting new people and fresh ideas into the committees as the reason for the change. However, in many of the committees (including the multiple chairs who were asked to resign) had open positions for years in which the board had not filled. To add insult to injury, our club allows members to come to every teleconferance board meeting but we were not notified of any meetings in which this was discussed. “Club members may listen in on teleconference Board meetings if they notify the Recording Secretary of their desire to do so at least two weeks prior to a regularly scheduled meeting. To encourage member call-in to Board meetings, in 2017 the Board decided to waive the previous member charge to cover conference call fees.” (PPM 16) These procedures were discussed (unbeknownst to membership) in two secret board meetings and not reported in minutes even though expressly written in our PPM. “Any business conducted outside of actual Board meetings (i.e., phone polling or mail polling of the Board) must be sent to the Recording Secretary (or designee) and be reported in full in the minutes, including exactly which Directors were given the opportunity to vote and what the votes cast were, and that any business involving committees resulting in any changes also be reported. Meeting minutes shall be posted to the PWDCA website. “ (PPM 13).Even if they claimed Executive Session (which it clearly was not) our PPM states in regard to executive session. “ Executive Session discussion is confidential and shall not be reported in the regular Board meeting minutes. “Any actions decided during Executive Session. Any specific actions resulting from discussions during Executive Session (e.g., committee changes, disciplinary actions, approval of new Associate or Voting members) shall be taken outside of Executive Session and duly reported in the regular Board minutes.” (PPM 18) The minutes from these secret meetings have never been posted to the membership, even though the board is required to. “Meeting minutes shall be circulated to all Board members within 1 week of the board meeting including the annual meeting. The board then has 1 week to review and approve the minutes. After board approval of the minutes, the minutes shall become effective upon circulation by the Recording Secretary within 2 days after the Board’s approval. After approval, meeting minutes will be posted to the PWDCA website with an email to the members about the posting.”(PPM 16) To this date, we have never received any minutes. Not only are the members upset about the lack of transparency, they view this as board overreach in that they retain the right of the decision concerning the treatment of its minority members and that is a bylaw issue citing RONR 1:6 (c) “The basic principle of decision in a deliberative assembly is that, to become the act or choice of the body, a proposition must be adopted by a majority vote; that is, direct approval-implying assumption of responsibility for the act-must be registered by more than half of the members present and voting on the particular matte, in a regular or properly called meeting of the body ( see also 44:1-2) Modification of the foregoing principal that impose a requirement of more than a majority vote arise{ (a) where required by law; (b) where provided by special rule of a particular organization or assembly as dictated by its own conditions; or (c) where required under the general parliamentary law in the case of certain steps or procedures that impinge on the normal rights of the minority, of absentees, or of some other group within the assembly’s membership." AND “50.7 Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them. In an ordinary society, the members of such a committee serve for a term corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide. Thus, a new body of committee members is normally appointed at the beginning of each administration.” Our club has never had term limits for committees. In its’ 51 year history (customs) we have never had term limits for any standing committee save one time fairly recently. That one time they imposed term limits on the Finance committee, however it was quickly overturned by the next board for minority member rights issues. Board minutes 2/2020 “Finance Committee term limits – There being no term limits for any other committee and per the recommendation from the Finance Committee Chair, ****** moved to remove term limits for the finance committee. ***** seconded. All approved.” This further emphasizes the fact that out club committees never had term limits. There is no mention of committee term limits in our lengthy 89 page PPM either. Now fast forward We have an upcoming board meeting which is the first (announced) one since the announcement. Two separate members filed items for our board to address one was a question for discussion asking for time for members to voice their opinions as well as query the board to the subject discussed above, and the other was a formal motion to rescind. I believe the actual motion reads “Move to rescind committee term limits and affiliated actions.”. Members are allowed to make motions and have questions brought up at meetings provided they were submitted prior to the deadline (which they were). Under our standing rules and rules of order (our PPM) it clearly states “Club members who submit motions or questions to the Board prior to the agenda deadline (two weeks before a scheduled meeting) will have their motions/questions added to the agendas of regularly scheduled Board meetings. Letters sent/addressed to the Recording Secretary (or any other officer) by Club members may be accepted as official business for the Club records and agenda(s) if sent by either e-mail, facsimile, U.S. mails, overnight servers (e.g., Federal Express, UPS, etc.), or by personal delivery.” Questions 1. Since this is a board meeting and not a club meeting, how would this motion by a member be handled? Does it need to be seconded by a board member? Does it open up debate like it would in a club meeting? Who gets to vote on it? Does it require a vote? 2. Are there any other RONR citations that would help the members to stop this action? 3. The membership contends this is a minority rights issue and falls under their purview as it only targets specific individuals and specific standing committees. . Is this true? 4. Does this action belong in the bylaws? This action has upset the membership as a whole- our president quit, whole committees quit, the members are upset beyond words-we have close to a quorum attending the upcoming board meeting (unheard of) even though we only had days to respond and submit requests. Clearly our club has had some problems with boards in the past, which is why all the standing rules and rules of order giving members transparency are in our PPM. To be fair, the membership is not completely against instituting some type of term limits via a bylaw amendment, what they oppose is the deceptive and punitive announcement that disrupted the whole club in a manner which bypassed membership rights. Any help, insight, opinions would be greatly appreciated. Thank you in advance for any of your thoughts. Best, Mary

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

Thank you!!!

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

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.

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

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!!!

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

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!

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!

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!