Gabe Feder

Since our by-laws actually require minutes - but not their contents - how should those minutes be taken? Without the minutes requirement a report is all that is needed with RONR? What is THAT supposed to look like? What's the difference?

As to board function and voting or motions from the floor of BoD meetings, and the structure of by-laws, I will keep all that for a possible separate discussion! I believe that you've done yeoman's work on this thread! I appear to have the correct takeaways to resolve this issue. This forum was a great resource for how to handle this issue in a timely way! The By-Laws may be a tangled mess or not, but this particular flaw stands as a useless piece of detritus best removed as soon as we can do it.

Gary, thank you for a succinct summation! Our situation is perhaps typical of smaller organizations with good intent but not expertise or good history achieving good meetings. My involvement has become focused on this in part as a return to greater activity in it. I know the historic deficiencies and intend that it be fixed. Following RRoO and fixing the by-laws are two current concerns among many. The intent as it has been explained to me, was to ensure that even when minutes of motions and votes are not being kept in committees, which since they do those things SHOULD have properly taken and recorded minutes, that a motion that is voted on and passed by the committee is properly passed along for action without anybody gainsaying it's very existence, it seems. In my opinion, a poor substitute for the minutes which should be maintained. quoting my source: === snip === The By Law was put into effect years ago because votes were brought to the Board of Directors from committees where members of the committees did not recall any votes being taken at the committee level. So, we put into effect that minutes are supposed to be sent to the Main Office and if you plan on calling a vote at any meeting, you must give the Recording Secretary in writing the exact motion and how the committee voted. It was agreed that this procedure would eliminate questions proposed to the Board of Directors. The Recording Secretary is to make the President aware that a vote is to be taken and that the motion stated in the Board meeting is the same motion that the committee voted upon. As you are aware, specific wording matters. Since our By-Laws state "before the meeting", someone could walk into the meeting with a piece of paper and hand it to the Recording Secretary 5 minutes before the meeting. In 6 plus years of this, we have never had an issue before. === snip === Therefore, my recommendation is the summation above that there is no continuing breach and the remedy would have been a point of order when it was believed to be a motion that was not in order. As none was, the motion stands as passed. Therefore, the only process available if the objection is based on disagreement with the motion, is within the originating committee for a contrary resolution to be pursued. And further action, IMO must rescind the above specific by-law, unless full notification of all committee votes on a meeting agenda prior to a BoD meeting. Which (also just IMO) is not a common process. So I would be making that by-law change recommendation in the by-laws committee I am on. Thanks for all your input, Gary, Josh and Joshua! --Gabe

I will have to go into the By-Laws for further clarification and I am in dialog with the President and a Previous president (not the immediately previous one in the question) - right now, I am leaning strongly into your recommendation that the issue is closed and we will be doing better going forward. I do not know that there is a further purpose for the notification to the Recording Sec'y that as you said would disadvantage absent members. More to come. Need to determine therefore if this is a 'continuing breach' at minimum, it seems that if nobody was absent there is no continuing breach? But if there was even 1 then there was - IF no OTHER notification to the board is required in the by-laws? And if so, what indeed, is the purpose of the by-law sending the info first to the recording? If it is a continuing breach, then what remedy is appropriate?

I am slightly confused. Keep in mind I am a RRoR fan at best being called on to start our organization into better and proper use of it. Your reply suggests that it is ok to violate your by-laws for motions to be presented to the board, if you just made an honest mistake and the motion was seconded, accepted and passed by the BoD. What prevents a dishonest board from somehow misusing that interpretation in the future if some feel there is no transparency about this? How do I explain how this is the correct approach (if indeed, others here agree that this is the correct interpretation)?

The issue was misdescribed to and misinterpreted by me. It was NOT regarding election of board members. Issue at hand is a committee motion (free attendance at a religious high-holiday service for family members), presented for Board of Directors approval without being properly (per By-Laws) sent to the recording secretary prior to the vote. On the basis of specific by-laws taking precedence over anything RRoR, we are evaluating a complaint about the vote taken on the board is illegal and cannot stand. As that board meeting occurred and the motion passed, it was also prior to the election of new board members and under a different President. Further complicating is that the President is the husband of the chair of the committee which presented the motion. The motion was voted and passed out of committee, but not recorded prior to the vote. Under these circumstances, is it best to present the objection to the board and state that it does, in fact, violate the by-laws to have had that vote, and therefore it must be retaken? Or is there a better approach that avoids more of the politically divisive questions that could arise due to new Executive Board and Board of Directors membership?

Informed that the information I provided below is not the correct question regarding 'free seats' For now, please ignore this thread (since I am not clear on how to delete it). Prima facie, our by-laws require a notice to the recording secretary before the vote on new board members can occur. We have to handle a clear An objection was raised to the new president on the vote that took place (from an email to me from the new President follow) ===snip=== " The vote for free seats at the Board of Directors meeting is invalid. There was no notice given to the Board of Directors that a vote would be taking place." While according to our By-Laws, the Board of Directors do not need prior notification of a vote. However, the Recording Secretary does. This is: ARTICLE VIII: BOARD OF DIRECTORS - Section 7 In order for a motion from a committee to be brought to the floor of the Board of Directors, a copy of the motion voted upon at the committee meeting, along with the results of that vote must be submitted to the Recording Secretary prior to the start of the Board of Directors meeting. Failure to do so will disallow any motions from that specific committee. A similar motion may not be accepted by the chairs as a means to circumvent the above stated requirement. ===snip=== So the actual objection raised is not correct - the Board does not require the notice, the recording secretary does, however the objection that this violates our by-laws seems correct. QUESTION: How can this now be remedied? Are the board members elected in the meeting via the illegal motion not seated now? Is a new motion required? How do we address the member's objection?