Katy

Sorry, my mistake. When I mentioned the Trustees, it is a Board of Trustees.

Hello RONR experts, Our organization has a large Voting Membership of around 70 members that oversees a nonprofit corporation. The VMs elect Trustees, and they have a Standing Committee of the Voting Members with nine members, which is mainly concerned with (1) finding and vetting new members and overseeing participation and renewing of terms of Members; (2) finding and vetting Trustees; and (3) finding and vetting Standing Committee members. All Trustees are Voting Members, and all Standing Committee members are Voting Members. RONR says Members have a right to examine the minutes of the society at a reasonable time and place. It also says: “The same principle applies to the minutes of boards and committees, their records being accessible to members of the boards or committees but to no others." The following questions have arisen: 1. Does a board member not on a particular board committee have a right to access the minutes of that board committee? 2. Does a Voting Member have the right to access the minutes of the Standing Committee? 3. Does a board member have the right to access the minutes of the Standing Committee? In other words, does the RONR sentence mean that only a particular committee's members may have access to that particular committee’s minutes and no one else? Your input is welcome.

Thank you all for your input.

Agreed. The above quoted situation is exactly ours.

Then how do you interpret RONR §45 A Vote By Mail?

My apologies for the confusion. Mass law states that a Board may take action outside a meeting if all the Board members agree in writing. What the complaining member is saying is that voting may not occur outside a meeting. But in this case the issue was actually announced and dealt with at a proper meeting, but the members were unable to get to the vote. Therefore, because Mass law does not outlaw mail ballots, and RONR does allow them, mail balloting after the meeting should be allowed. Does that make my point more clear? But that is exactly our case.

Thank you Joshua. I agree with everything you say. The attorney we consulted earlier in a different context in our process told us that Mass law allows Boards to take actions without meetings at all as long as the vote is unanimous and is registered in a certain way in the records. The thing is, we’re talking about a membership action, not a Board action, so it’s probably not even pertinent to our case at hand.

Thank you Gary, you have answered my question, and I agree with you about RONR intent. The state law I mention only concerns voting outside a meeting. It says that any action taken outside of a meeting (I assume this means without any meeting at all) must have unanimous consent. It doesn’t address meetings where a meeting and debate occur and only the vote remains. And I don’t think Mass law addresses mail voting at all, as far as I know so far. The idea of the vote being required to be unanimous makes no sense in our case, because we actually had a meeting, and therefore the mail vote does not destroy the members’ right to debate, but it does displace the voting to a vote by mail pursuant to the bylaws instructions. I believe that because there was a meeting, the two-thirds vote of the entire membership should be the rule for this instance. Otherwise the option of mail ballots makes no sense at all. But we will consult again with attorneys just to be sure.

Unfortunately, our board of trustees has consulted one Massachusetts attorney who says it’s okay, and another who says it’s not. We have now to get them to agree on something. But my question to you is: According to RONR, what was the intent especially when only the voting process has been delayed but the meeting has been held? Or does the RONR section regarding this (§45 A Vote by Mail) actually intend to allow the whole process to happen via mail, meaning the introduction of the amendment up to the vote?

Our bylaws state: "Amendments to the Bylaws require a two-thirds vote of the entire Membership for adoption. Amendments may be adopted at the Annual Meeting, at any special meeting if notice of the complete substance of the proposed amendment was included in the call for the meeting, or by a mail vote provided that the Members have thirty (30) days to return their ballots from the date [the corporation] mailed the ballots to the Members." We have 72 members. At our Annual Meeting, we put on the agenda some amendments to the bylaws along with a draft of all of the amendments. At the meeting, the bylaws committee went through all the changes at length and answered questions and comments. Because the committee thought the membership had not had enough time to read and consider the changes given the time constraints of the meeting and the urgency of other business that had to be attended to, it decided to give the members the possibility to vote via mail according to the bylaws. At the meeting, the committee offered to continue discussing the changes via e-mail, Slack, and Zoom sessions over the following month before sending out the ballots. During that month the committee attended to all the various exchanges and even accepted a few relatively minor modifications suggested by the members during that period. The committee is ready to send out the final draft (redlined with the minor modifications) with a ballot and a return envelope, with the tally of the votes after the prescribed 30 days. A member is objecting to the process, saying that Massachusetts law only allows votes outside a meeting if the votes are unanimous. In the committee’s opinion, this is spurious, since (1) a meeting was held and only the voting process is being delayed, and (3) RONR allows balloting by mail. What say you?

Oh, OK.

Atul Kapur: "Great advice! Can I ask a favour? There's a person on this forum who regularly doesn't read the entire thread before replying to a post made near the beginning of the thread. Do you mind if I quote you when that person does it the next time? 😆" [I can't figure out how to quote you.] Very funny. But in my defense, hopefully Mr. Novosielski will confirm that he added the whole text later, maybe?😃

Thank you!

Thanks, but Section 56 is 20 pages long. Could you please send me the first ten words of §56:50, for example? That way I can figure out where it might be.... I appreciate your help. (I have the 10th edition.)

Someone has recommended that I consult §56:50 in RROR. How do I find that in my RROR book, i.e. what is the :50 referring to? Thank you.

Quoted Bylaws: "Amendments to the Bylaws require a two-thirds vote of the entire Membership for adoption. Amendments may be adopted at the Annual Meeting, at any special meeting if notice of the complete substance of the proposed amendment was included in the call for the meeting, or by a mail vote provided that the Members have thirty (30) days to return their ballots from the date AIER mailed the ballots to the Members." Yes, that is unusual. I would say about half of the document has revisions. Would you say that is a revision or a series of amendments?

Our Bylaws have a simple paragraph about who should approve any changes in the Bylaws, but no real technical instructions or protocols regarding the procedure. We have 73 Voting Members who have the ability to approve any changes with 2/3 of current members voting in favor. My understanding of Robert's Rules is that when there are extensive revisions, the document should be considered as though it were completely new, rather than dealing with redlined change by change. Others disagree. Is this correct? Thank you for your always very helpful input.

Our nonprofit has a large voting membership, a standing committee representing them for certain functions, and a board of trustees. We have a digital vault where all minutes and other governance documents are preserved. No executive session minutes are uploaded to that vault. The documents are divided into sections for each body, VM, SC and Trustees. Who should have access to each body's section? In other words, should all VMs have access to all uploaded minutes of all bodies? Or, for example, are the Trustee minutes reserved for the Trustees?

Thank you for the input. However, we have made it very clear to all in our Bylaws that the Voting Membership is at the top of the hierarchy.

We have also used governance bodies. And you are correct, they are all subordinate to the general membership. Would you not consider the Membership, its Standing Committee, and the Board of Trustees to be governing or governance bodies?

Our organization has a large Voting Membership (VM). A Standing Committee of the VMs (SC) performs certain tasks between annual meetings. The VM elects VM members, SC members, and Trustees. The Trustees find and hire the company President. Under RONR, can the Bylaws give power to any of the three governing bodies to remove any member of the three governing bodies? And if so, can the Bylaws specify how that removal can take place? For example, with cause and/or without cause? I would assume that any attempt to remove a governing body member with cause would require the equivalent of a "trial" procedure. What about removal without cause? Is that "legal"? Can the Bylaws give a governing body that power? I hope this is clear. if not, I'll try again.

Thank you! Just one question: When you say "PC-based" do you mean not Mac-based? Or did your words imply "computer-based"? Many of us have Macs. Thanks.

A member of our nonprofit has suggested that the nonprofit publish privately, only for its governance members, a copy of the latest edition of RONR. I definitely think this is a no-no, but you will know better than I.

Thank you.

Thank you. Agreed.