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Guest Violet

Constantly rehashing the same subject.

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Guest Violet

I am on the BOD for my organization and we keep having an issue arise. Last board meeting it was voted with a unanimous nay. This past board meeting (three months after the other) it was voted with a 5-2 vote for yea.

I am frustrated that once an issue has already been voted on that our Secretary can bring it up whenever things don't come out the way they want.

Is there anything stating that after an issue has been voted on and decided upon, the same issue can or cannot be brought up again at the next meeting?

And is there something saying that how often can it happen?

Thank you!

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Is there anything stating that after an issue has been voted on and decided upon, the same issue can or cannot be brought up again at the next meeting?

It can be brought up at the next meeting. If a motion is defeated, the motion can be renewed at the next meeting. If the motion is adopted, the motion could be rescinded at the next meeting (which requires a 2/3 vote or a vote of a majority of the entire membership without notice, or a majority vote with notice). See RONR, 11th ed., pg. 337, lines 22-28; pg. 307, lines 18-23.

And is there something saying that how often can it happen?

It's not specifically stated, but it can essentially happen as often as the assembly has meetings.

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I am on the BOD for my organization and we keep having an issue arise. Last board meeting it was voted with a unanimous nay. This past board meeting (three months after the other) it was voted with a 5-2 vote for yea.

I am frustrated that once an issue has already been voted on that our Secretary can bring it up whenever things don't come out the way they want.

Is there anything stating that after an issue has been voted on and decided upon, the same issue can or cannot be brought up again at the next meeting?

And is there something saying that how often can it happen?

Thank you!

Why is it just your Secretary that is bringing this up? That is the right of every board member.

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Guest Violet

The situation is that a proposal was voted down. She was unhappy with the results so she brought it to the table again at the very last minute. I was not given ample time to prepare my argument and am not happy with the new results and am wanting to bring it back up. The whole thing is a mess and the organization is stuck in the grasp of a Secretary who is an Officer and paid employee of the orginazation and not a voting member pretty much running the shots. It could seriously be a very very boring movie.

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Guest Guest

Wait, wait, wait. Are you saying the Secretary is an Officer of the Board, and an employee, but not a member of the Board -- meaning, she does not have the right to vote.

If that is the case, the Secretary is out of order for speaking at all (other than to read the minutes when called upon) and is out of order for making any motions.

Perhaps the resolution (besides making a point of order and asking the Chair to call the non-member to order) is to make a member the Officer/Secretary. It sounds like this Secretary has a conflict that the bylaws may/should address or be amended to address/prohibit the employee from being on the Board.

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The situation is that a proposal was voted down. She was unhappy with the results so she brought it to the table again at the very last minute. I was not given ample time to prepare my argument and am not happy with the new results and am wanting to bring it back up.

Shouldn't you have already had your argument prepared from the previous time the question was brought up? :)

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Guest fNKZKZ

Wait, wait, wait. Are you saying the Secretary is an Officer of the Board, and an employee, but not a member of the Board -- meaning, she does not have the right to vote.

If that is the case, the Secretary is out of order for speaking at all (other than to read the minutes when called upon) and is out of order for making any motions.

Perhaps the resolution (besides making a point of order and asking the Chair to call the non-member to order) is to make a member the Officer/Secretary. It sounds like this Secretary has a conflict that the bylaws may/should address or be amended to address/prohibit the employee from being on the Board.

Yes. She gets paid and is an officer but does not have voting rights. She has been involved in the organization since its inception and the last board (we reelect every 3 years) voted to have her in a permanent paid position our treasurer is also this way. Our administrator who is not on the board either and is also a paid position brought the proposal to us. The thing that is getting me is that the secretary makes RRO work how she wants it to work. She brings things to the table for a vote and also argues on their behalf (she is a fantastic debater and I am not). That is why I am brushing up and reading and trying to figure out how one person can have so much power especially in a non-voting position. If I can follow RRO and make this organization follow the rules and work as a group instead of just one person calling all the shots I will be in heaven.

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Guest mN7Fg5

She has no right to open her mouth (enter into debate or make motions), except to read the minutes when called upon. PERIOD. (That is, unless your bylaws [foolishly] give her the privilege to enter debate--when called upon by the chair.]

RONR (11th ed.) p. 263, ll. 18-24 "Thus, since it is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting (p.423), the rules cannot be suspended so as to give the right to vote to a nonmember,* or to authorize absentee (pp. 423-24) voting."

"*In contrast, the rules may be suspended to allow a non-member to speak."

Perhaps others have further citations for you, including what to do if the chair disregards your point of order.

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Last board meeting it was voted with a unanimous nay. This past board meeting (three months after the other) it was voted with a 5-2 vote for yea.

I find it intriguing that a motion that was defeated unanimously at the previous meeting now receives a 5-2 vote in favor at this meeting. That's quite a swing (from 0-7 to 5-2).

...the organization is stuck in the grasp of a Secretary who is an Officer and paid employee of the orginazation and not a voting member pretty much running the shots.

Um.... sorry, but...... no one person can be "running the shots" without the acquiescence of at least a majority, if not more, of members. Where is the Chair/President in all this? The other members?

That is why I am ... trying to figure out how one person can have so much power...

Because everyone else lets her.

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Yes. She gets paid and is an officer but does not have voting rights. She has been involved in the organization since its inception and the last board (we reelect every 3 years) voted to have her in a permanent paid position our treasurer is also this way. Our administrator who is not on the board either and is also a paid position brought the proposal to us. The thing that is getting me is that the secretary makes RRO work how she wants it to work. She brings things to the table for a vote and also argues on their behalf (she is a fantastic debater and I am not). That is why I am brushing up and reading and trying to figure out how one person can have so much power especially in a non-voting position. If I can follow RRO and make this organization follow the rules and work as a group instead of just one person calling all the shots I will be in heaven.

For one thing, I'm a little unclear on the status of the Secretary here. You say that she "does not have voting rights" and that it is a "non-voting position." If your Bylaws go so far as to describe a "non-voting member," then your society will have to figure out what that means. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

If the Secretary is not a member at all, however, then I concur with the previous response which states that the Secretary has no right to make motions (let alone to make them again), and no right to speak except in connection with her position as Secretary.

In my previous response, I assumed that the Secretary was a full member of the board.

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Guest Violet

The President is one of her best friends as is the treasurer. The same 5 or so people have been rotating on or around the board since the beginning of the organization so the Board is definitely an "old boys club". I am fairly new to the organization (5 years) and am a new board member (1 year) and am noticing that there are some not very kosher things going on. As for the Membership it is mostly clueless as to what is going on. There is next to no transparency. I have been talking to a new member that has been around the organization for years (just not a member) and she keeps telling me that whenever she asks questions she gets the ol' don't worry about it with a pat on the head, which is the same thing that I have been getting so we decided to do our own research. I am currently sifting through our By-Laws and notice that they do not say she can or cannot speak out. Here is a copy of that section. And if there are other citations about the secretary not being able to bring motions or even voice their opinion (unless requested by the chair) that would be great to have.

The Secretary shall:

Certify and keep at the principal office of the Corporation the original, or a copy of these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the Corporation or at such other place as the board may determine, a book of minutes of all meetings of the Board of Directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the Corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its seal is authorized by law or these Bylaws.

Keep at the principal office of the Corporation a membership book containing the name

and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with

the date on which such membership ceased.

Exhibit at all reasonable times to any director of the Corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the Corporation.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of

Directors.

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And if there are other citations about the secretary not being able to bring motions or even voice their opinion (unless requested by the chair) that would be great to have.

The key is that only members of the board have a right to make motions or to speak at board meetings (RONR, 11th ed., pg. 3, lines 1-5). An office carries with it only the rights necessary to perform the duties of the office (RONR, 11th ed., pg. 448, lines 3-10). Therefore, if the Secretary is not a member, she may not make motions, nor may she even speak at a meeting unless it is relevant to her duties or the board permits her to speak. The chair doesn't have the authority to grant such permission on his own. Permitting the Secretary to speak (when it doesn't relate to her duties) would require a majority vote if no motion is pending, or a suspension of the rules (2/3 vote) to permit her to speak in debate on a pending motion.

So I'd find the part where your Bylaws define who the members of the board are to see if the Secretary is, in fact, a member of the board. If she's not, then she can do very little to participate in board meetings unless she obtains the board's permission.

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