Photobrad

HI there. I'm a former Board Member and General Manager for a non-profit in WA State. Our current board called a Special meeting of the Membership to vote on a special assessment for capital expenditure. The notice did not include the actual motion to be voted on nor the costs that would be voted on. It simply stated that "there will be a vote" with cost and financing to be presented at the SGM. Additionally, this is the first Membership Meeting that "unguided" proxy voting will be allowed. Is this proper? My understanding is that the Notice to Membership (due within 14 days per our bylaws and WA state) needs to include the actual Motion to be voted on, as well as all details to support that motion (cost, financing options, etc.). For context : the vote is for a $6 million dollar capital improvement project to be split among 1000 members. Not insignificant. Also, most members will be expected to provide their own financing as the property value of the entire land ownership is only $2million - we could not even get financing from our own bank. Thoughts?

Thanks, everyone.

Actually, another thought: is the vote even valid?

Thanks, everyone. As the minutes for this vote are to be approved in the Open session with members present, should it be brought up there, or separately in the closed Executive Session where only board members and staff members would be present? I feel it needs to be on record/in the minutes that the Board violated our Bylaws and RONR's procedure with this vote. (As I fear the leadership doesn't understand RONR and may do so again in the future.)

HI all, I'm on a board with 11 other Members. Recently our General Manager was terminated. I was asked to step in to fill the role until someone could be hired. At the original vote of the board, I was asked to leave the room. I had presented an extensive proposal. They discussed and debated a motion to hire me, never read or debated my proposal, and I was invited back in and told the outcome of the vote. I was not given a chance to discuss or debate. I would have recused myself from the vote, but was not given that opportunity. Last month the rest of the Board cast an email vote, this time to extend my contract. I was not aware of the vote occurring, nor invited to participate in the discussion/debate, and not given an opportunity to recuse myself (which I would have done, again, if given the chance) - I was only told of the vote occurring when I was notified of the outcome and asked if I would accept the extension of the contract. I find this odd, even though the votes were in my favor. As a member of the Board, to be explicitly excluded from discussion, debate, and even afforded the option/ability to recuse myself feels improper to procedure. Even if I left the room for the vote, I believe I should be involved in discussion and debate given my position as a Trustee on the board. Thoughts?

Good afternoon, fellow lovers of all things Parlimentarian. We recently had an vote by email. Before all Trustees could respond to the vote, two Trustees resigned from the Board. In the ensuing fun and frivolity, the vote was forgotten until today. Since the vote was called, two new Trustees have been appointed. I called a Point of Procedure, but we could not find consensus. The vote had already reached a majority of "yes" votes (7 yeas to 3 abstentions/no response) In this case, would the newly appointed Trustees be allowed a vote? (The two resigning Trustees never cast their vote, and we considered them among the 3 abstentions).

Thanks, Bruce.

I have called a vote on a motion and some votes have been cast. Members who disagree (after discussion was had and the vote was called) have asked to postpone the vote until they can do further work. Is this allowed?

Thank you, Gary.

Our board is meeting tomorrow and we've instituted a "Member Q&A session" before the Agenda is adopted, but after the Call to Order. Are regular Members of our Association allowed to freely speak/participate during the remainder of the Board Meeting (once we move into the Agenda items, after the Q&A) or are they merely observers of the Agenda business of the Board Meeting. This is not an annual Membership Meeting (that happened weeks ago). Side questions: Would it be best to have the Member Q&A held prior to the Call to Order? And would those questions be required to be included in the Minutes? Sorry for so many questions

I've struggled to find this. Could you please give direction on which section? Thanks!

I guess the bigger question is: Does the NDA/Confidentiality Agreement even need to be in the By Laws? Can't it just be a procedure/policy new Board Members sign after being voted in, as we currently have? It's legally binding in it's current form anyway.

Hi Atul. We do conduct the AGM with a quorum of Membership present; are amendments to the new by laws that are presented (and sent prior in the notice) not allowed at all? We hire a Parliamentarian for this meeting each time and he's always allowed amendments to items in the Notice at the AGM. Brad

So due to Covid there are several Board Approved By Law Proposals that were submitted by previous boards for the next AGM. Ours didn't perform due diligence and they've now gone out to Membership for our upcoming June 11 AGM. Once of those is a new By Law to implement an NDA on the Board members to keep Executive discussions confidential... that was written with an expiration date (upon completion of one's tenure as a Trustee). I didn't catch this myself earlier, but obviously we don't want an expiration date. So, two-fold question: 1) We sign an NDA already as part of procedure when new members join the board. Is an NDA in the By Laws even necessary? Doesn't RONR already provide for explicit confidentiality of the Executive Sessions? 2) Now that this is in the booklets for the AGM, how would we withdraw a new By Law proposal so it's not necessary to go to vote (assuming the existing NDA and RONR already cover for it)? From what I can tell it would need to be called, but then anyone could call a Point of Order or Object to the Question based on existing precedent. As always, your assistance is greatly appreciated!

If our Organization were to find ourselves without an Executive Director, may a member of the Board (who is qualified) step into that role (with compensation, presumably), and without resigning from the Board, even as an Interm ED until one can be hired? Our ByLaws state that "The Board shall hire and appoint employees deemed necessary for the proper management of the Organization." "The Trustees shall be responsible for the affairs of the Organization on a day-to-day basis in a manner they deem fitting and proper." "The Board may employ supervisory personnel, responsible as directed by the Board for the administration and operation of the Organization, all facilities, and for supervision of other employees." Does RONR provide any guidance aside from the Member recusing him/herself from any relevant discussions? Thank you all!

Thank you, Josh.

That would make sense. Thanks!

Greetings everyone. So grateful for this forum. Have found a lot of answers to question already. One I'm unable to locate: Who and when may minutes of an Open Session Board meeting be disclosed publicly to the Membership? We have a Secretary (who does not actually take the minutes) but who immediately after a Board meeting will disclose the details/discussions from his notes of our Open Session to a private Facebook group. The Secretary presents them as "The Minutes" from the meeting. Sometime inaccuracies aside, the Minutes are not yet Approved (which will happen in a month's time at the following Board meeting). I can understand our Manager and/or Executive Director releasing news updates from the meeting prior to the Minutes being approved and released, but this seems a blurred line for the Secretary to be doing so. Thanks!

Hi all. Our non-profit board will be electing new Officers soon. Our by-laws are silent on the issue of the order in which Officers should be nominated/voted by the Board. I think "traditionally" it's followed that the President is first nominated, voted, and subsequently elected (or not). Then follows Vice President, Secretary, and Treasurer. I'm curious if RONR has a specific order to follow, and if so, please cite for reference. Thanks!