Guest Eva Baumgardner Posted May 22, 2014 at 08:42 PM Report Share Posted May 22, 2014 at 08:42 PM If a board's Bylaws and Standing Rules have not been updated to reflect meeting minutes for over a decade and there is an outstanding question about whether or not something was ever voted on and passed, should all the minutes be reviewed or if something is discovered halfway through the review of years, then should that be considered the final/ending answer to the question at hand? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 22, 2014 at 08:49 PM Report Share Posted May 22, 2014 at 08:49 PM I don't understand the question. Link to comment Share on other sites More sharing options...
Timothy Posted May 22, 2014 at 08:50 PM Report Share Posted May 22, 2014 at 08:50 PM I recently went through this process for an organization. I found that there were a number of things that were adopted and then changed later. Without reviewing all of the minutes, you can't be sure that all actions have been accounted for. Link to comment Share on other sites More sharing options...
Chris Harrison Posted May 22, 2014 at 08:50 PM Report Share Posted May 22, 2014 at 08:50 PM You would need to review all the minutes since just because a decision was made at one point doesn't mean it wasn't Renewed, Reconsidered, Rescinded, or Amended sometime in the future. Link to comment Share on other sites More sharing options...
Edgar Guest Posted May 22, 2014 at 09:04 PM Report Share Posted May 22, 2014 at 09:04 PM If a board's Bylaws and Standing Rules have not been updated to reflect meeting minutes You might be confusing copies of the bylaws with the bylaws themselves. But, first, boards don't have bylaws, organizations have bylaws (and, of course, organizations often have boards). In any event, if the approved minutes indicate that the bylaws were amended (changed) then the bylaws were amended. Regardless of whether any copies of the bylaws were "updated" to reflect those changes. Which gives me yet another chance to say . . . wait for it . . . the map is not the territory. Link to comment Share on other sites More sharing options...
Guest Eva Baumgardner Posted May 22, 2014 at 09:16 PM Report Share Posted May 22, 2014 at 09:16 PM I apologize to Edgar, and will clarify. I am a current member of an Executive Board and have reviewed our existing Bylaws and Standing Rules of our Steering Committee. After personally reviewing minutes since 2002 (as far back as we've found), I have concluded that this is the last time they were updated. Other board members think that because minutes from 2005 were recently added and it has mention of the question at hand, then the other minutes do not need to be reviewed before it should be regulated. I am in agreement with Timothy and Chris and truly appreciate this and any other additional feedback! Link to comment Share on other sites More sharing options...
Edgar Guest Posted May 22, 2014 at 10:27 PM Report Share Posted May 22, 2014 at 10:27 PM Other board members think that because minutes from 2005 were recently added and it has mention of the question at hand, then the other minutes do not need to be reviewed before it should be regulated. Well, now I have to agree with Mr. Novosielski. I don't understand the question. Link to comment Share on other sites More sharing options...
rtpftguy Posted May 22, 2014 at 10:40 PM Report Share Posted May 22, 2014 at 10:40 PM Eva, what do you mean by "updated the minutes?" Do you mean adding minutes of more recent meetings to an existing file of minutes? Link to comment Share on other sites More sharing options...
Guest eva Baumgardner Posted May 22, 2014 at 10:43 PM Report Share Posted May 22, 2014 at 10:43 PM LOL, I'll try again. The Board has been negligent in posting past minutes to our Steering Committee Yahoo group and in updating our Bylaws and Standing Rules. There have been years of minutes that have been missing that have recently been discovered and added for reference' sake. After my quick review of all available minutes, I realized that the governing documents have not been updated to reflect all the motions made, voted on and carried since 2002. So a thorough overhaul is in order. The 2005 minutes were recently added/posted to the group and include a motion carried regarding the question at hand that was never updated to the Bylaws and/or Standing Rules. So my questions was, "Should ALL the minutes be reviewed before something is enforced?" I think Timothy and Chris answered that for me. Link to comment Share on other sites More sharing options...
Josh Martin Posted May 24, 2014 at 12:51 PM Report Share Posted May 24, 2014 at 12:51 PM LOL, I'll try again. The Board has been negligent in posting past minutes to our Steering Committee Yahoo group and in updating our Bylaws and Standing Rules. There have been years of minutes that have been missing that have recently been discovered and added for reference' sake. After my quick review of all available minutes, I realized that the governing documents have not been updated to reflect all the motions made, voted on and carried since 2002. So a thorough overhaul is in order. The 2005 minutes were recently added/posted to the group and include a motion carried regarding the question at hand that was never updated to the Bylaws and/or Standing Rules. So my questions was, "Should ALL the minutes be reviewed before something is enforced?" I think Timothy and Chris answered that for me. As noted, if the minutes show that the bylaws have been updated since 2002 and the copies of the bylaws and standing rules have not been updated to reflect this, this should be corrected immediately. Since the society has been negligent in this regard in the past, I'm inclined to agree with Chris and Tim that it would be prudent to review all the minutes (or at least all the minutes since 2002) to ensure that nothing is missed. Reviewing the minutes of 2005 will not be sufficient, as the society may have adopted other amendments to the bylaws and standing rules between 2002 and 2005, and/or it may have adopted additional amendments since 2005. Link to comment Share on other sites More sharing options...
Guest eva Baumgardner Posted May 25, 2014 at 02:59 PM Report Share Posted May 25, 2014 at 02:59 PM Thank you for your insight and suggestions, Josh. I agree with your reasoning, as well. I have another question under this topic: the term, "copies," has been mentioned a few times. May I get a definition of that? Does it mean a hard copy that a member may have in their possession or in their files? Our organization only has 1 set of known documents consisting of the Constitution, Bylaws and Standing Rules that are available in the files section of our Yahoo group. Unfortunately, none of the documents are dated. They were uploaded in 2004. After some investigative work on my end, I can see that they were amended in 2002 because they reflect motions carried in the 2002 minutes (as far back as we currently have available). However, any motions carried since 2002 and mentioned in subsequent years of minutes have not been updated to the existing governing documents. Which explains my concern that all minutes need to be reviewed and Bylaws/Standing Rules updated before the Steering Committee Executive Board can accurately regulate the organization, which is currently being based upon only memory recall or sporadic findings of issues of concern in a specific year of minutes, and not in the entirety of the past 12 years. Link to comment Share on other sites More sharing options...
Edgar Guest Posted May 25, 2014 at 04:12 PM Report Share Posted May 25, 2014 at 04:12 PM . . . the term, "copies," has been mentioned a few times. May I get a definition of that?For example, I have a copy of the U.S. Constitution (as I suspect many people do). Is it the U.S. Constitution? Well, yes and no. Or maybe just yes. The rules that, uh, constitute the Constitution are found in the acts of Congress which adopted them (subject, of course, to ratification by the States). So you might have an old copy that doesn't include the latest Amendment or your copy might be up to date. Is there an "official copy" anywhere? I don't think so (but I could be mistaken on that one). The trick is to disseminate it so widely that there's no chance of a bad copy being mistaken for a good one (i.e. make sure every member has a copy, as recommended by RONR). Similarly, you'll find the rules that constitute your constitution (and bylaws and other governing "documents") in your minutes. Did I mention that the map is not the territory? Yeah, I guess I did. Link to comment Share on other sites More sharing options...
Josh Martin Posted June 1, 2014 at 07:33 PM Report Share Posted June 1, 2014 at 07:33 PM So you might have an old copy that doesn't include the latest Amendment or your copy might be up to date. Is there an "official copy" anywhere? I don't think so (but I could be mistaken on that one). The trick is to disseminate it so widely that there's no chance of a bad copy being mistaken for a good one (i.e. make sure every member has a copy, as recommended by RONR). I would think the official copy would be the copy in the Secretary's records (pg. 459). Link to comment Share on other sites More sharing options...
Edgar Guest Posted June 1, 2014 at 09:49 PM Report Share Posted June 1, 2014 at 09:49 PM I would think the official copy would be the copy in the Secretary's records (pg. 459). Perhaps, but if, due to a clerical error, the bylaws as recorded in the record book don't agree with the bylaws as recorded in the minutes, do you think the secretary could correct the record book without a motion from the assembly? Link to comment Share on other sites More sharing options...
Josh Martin Posted June 3, 2014 at 01:34 AM Report Share Posted June 3, 2014 at 01:34 AM Perhaps, but if, due to a clerical error, the bylaws as recorded in the record book don't agree with the bylaws as recorded in the minutes, do you think the secretary could correct the record book without a motion from the assembly? Yes. Link to comment Share on other sites More sharing options...
Edgar Guest Posted June 3, 2014 at 12:44 PM Report Share Posted June 3, 2014 at 12:44 PM Then I think we're on the same page. The "official copy" of the bylaws is still a copy of the bylaws. Link to comment Share on other sites More sharing options...
Guest Richard Lind Posted June 9, 2014 at 03:35 PM Report Share Posted June 9, 2014 at 03:35 PM I am not sure if I need to start a new thread. We have by laws that go back to the 1970s and great attemps have been made to update them but have fallen flat mainly because they require 2/3 of membership to be present and vote at the meeting. Our neighborhood has become significantly second homes, renters, etc. Is it possible to get a quorum, establish a month long open meeting to change the 2/3 to 1/2 plus 1, and then adjourn, all the while using Roberts Rules legally. Dissolving the association does not seem viable. Help!!!! Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 9, 2014 at 05:53 PM Report Share Posted June 9, 2014 at 05:53 PM Don't post the wording here though, since we're not permitted to interpret bylaws on this website. A bit of an overstatement, don't you think? Link to comment Share on other sites More sharing options...
George Mervosh Posted June 9, 2014 at 08:30 PM Report Share Posted June 9, 2014 at 08:30 PM A bit of an overstatement, don't you think? Yes, and I deleted my earlier post because Mr. Lind's problem, as I understand his facts, is not with giving proper notice like I thought it was, it's with acheiving a quorum to be begin with. If the annual meeting opens with a quorum why can't it vote right away to change the requirement? I'm not sure why setting an adjourned meeting for a month later is necessary, because when the adjourned meeting reconvenes a quorum is still necessary to do anything at it. Maybe Mr. Lind can explain what he hopes to accomplish with a month's break. Link to comment Share on other sites More sharing options...
Guest Richard Lind Posted June 10, 2014 at 12:04 AM Report Share Posted June 10, 2014 at 12:04 AM we have 63 members; it takes 16 members to hold a meeting and 42 to change the bylaws. If we held a month long meeting we could probably get 42 people to come and sign new bylaws. Any ideas??? Link to comment Share on other sites More sharing options...
Josh Martin Posted June 10, 2014 at 12:28 AM Report Share Posted June 10, 2014 at 12:28 AM Yes, and I deleted my earlier post because Mr. Lind's problem, as I understand his facts, is not with giving proper notice like I thought it was, it's with acheiving a quorum to be begin with. If the annual meeting opens with a quorum why can't it vote right away to change the requirement? I'm not sure why setting an adjourned meeting for a month later is necessary, because when the adjourned meeting reconvenes a quorum is still necessary to do anything at it. It doesn't seem that it's the quorum that's the issue but that (apparently) the bylaws require a vote of 2/3 of the entire membership for their amendment. we have 63 members; it takes 16 members to hold a meeting and 42 to change the bylaws. If we held a month long meeting we could probably get 42 people to come and sign new bylaws. Any ideas??? I suppose you could make a motion to amend the bylaws (to change the process for amending them), adopt a motion setting the times and place for the polls to be open, adopt a motion to adjourn the meeting to a month later, and call the adjourned meeting to order at that time to announce the results. There must be a quorum for the meeting where the motion is introduced and for the meeting where the results of the vote are announced. This assumes that your bylaws indeed require a vote of 2/3 of the entire membership for their amendment. Link to comment Share on other sites More sharing options...
Guest Richard Lind Posted June 10, 2014 at 01:37 AM Report Share Posted June 10, 2014 at 01:37 AM I think I have it, Josh. Let's say we have a meeting on July 9 with a quorum of 25% as reqired by current bylaws. A motion is made, seconded and passed that starting at this meeting on July 9 and ending on August 9 we have a motion to amend the bylaws only requiring 50%+1 vote and allowing certain changes so that it no longer has to be done in person at which time our meeting will be adjourned. We need to have a quorum at both meetings but the same people do not have to be present do they? Any other suggestions? Thanks Link to comment Share on other sites More sharing options...
George Mervosh Posted June 10, 2014 at 01:00 PM Report Share Posted June 10, 2014 at 01:00 PM I think I have it, Josh. Let's say we have a meeting on July 9 with a quorum of 25% as reqired by current bylaws. A motion is made, seconded and passed that starting at this meeting on July 9 and ending on August 9 we have a motion to amend the bylaws only requiring 50%+1 vote and allowing certain changes so that it no longer has to be done in person at which time our meeting will be adjourned. We need to have a quorum at both meetings but the same people do not have to be present do they? Any other suggestions? Thanks No the same people do not need to be present at both meetings. As Mr. Martin notes, a motion can be adopted at meeting #1 setting the times for the polls to be open during this month long period. As long as there is a quorum at the initial meeting and a quorum at the adjourned meeting where the results are announced, you're good to go. Just don't use 50%+1, please. A majority vote is the proper term, if that's the threshold the society wants. Link to comment Share on other sites More sharing options...
Guest Richard Lind Posted June 10, 2014 at 01:08 PM Report Share Posted June 10, 2014 at 01:08 PM Josh, or ?, am I on the right track?It is a big issue that has stymied our neighborhood association for 40 yrs and has implications with the city due to a revenue sharing program Thanks, George- just read your response Link to comment Share on other sites More sharing options...
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