Gary Novosielski Posted January 10, 2017 at 08:14 PM Report Share Posted January 10, 2017 at 08:14 PM 4 minutes ago, Daniel H. Honemann said: If, as here, the bylaws provide that "Annual membership dues shall be as determined from time-to-time by the Board of Directors", then the board may adopt a motion fixing the annual dues at a certain amount for a specified period of time (one year, two years, or whatever), or it may adopt a motion simply fixing the annual dues at a certain amount. In the latter instance, a motion to Amend Something Previously Adopted will be required in order to change the amount. In the former instance, a motion to Amend Something Previously Adopted will be required only if a change is sought to be made before the expiration of the specified period of time. After that period of time has expired, a "plain old garden-variety main motion" is all that will be required. And what would you say would occur if the board set the dues for two years, and failed to act at that point to change the dues? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 10, 2017 at 08:16 PM Report Share Posted January 10, 2017 at 08:16 PM 1 minute ago, Gary Novosielski said: And what would you say would occur if the board set the dues for two years, and failed to act at that point to change the dues? Then there won't be any until they say so. Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted January 12, 2017 at 05:23 AM Report Share Posted January 12, 2017 at 05:23 AM On 1/10/2017 at 3:08 PM, Daniel H. Honemann said: If, as here, the bylaws provide that "Annual membership dues shall be as determined from time-to-time by the Board of Directors", then the board may adopt a motion fixing the annual dues at a certain amount for a specified period of time (one year, two years, or whatever), or it may adopt a motion simply fixing the annual dues at a certain amount. In the latter instance, a motion to Amend Something Previously Adopted will be required in order to change the amount. In the former instance, a motion to Amend Something Previously Adopted will be required only if a change is sought to be made before the expiration of the specified period of time. After that period of time has expired, a "plain old garden-variety main motion" is all that will be required. On 1/10/2017 at 3:14 PM, Gary Novosielski said: And what would you say would occur if the board set the dues for two years, and failed to act at that point to change the dues? On 1/10/2017 at 3:16 PM, Daniel H. Honemann said: Then there won't be any until they say so. But what about the amount that was previously set? It's not clear that you are talking about a board that has done things a certain way from the beginning. If, as you previously assumed, there was already a permanent dues policy in effect, then wouldn't that policy remain in effect until rescinded? I don't see how adopting a motion "that the dues for the following year will be X Dollars" will be sufficient to allow a majority-vote motion to set dues in subsequent years, unless the previous policy is also fully rescinded, rather than just being amended with respect to the upcoming year. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 12, 2017 at 11:44 AM Report Share Posted January 12, 2017 at 11:44 AM (edited) 8 hours ago, Shmuel Gerber said: But what about the amount that was previously set? It's not clear that you are talking about a board that has done things a certain way from the beginning. If, as you previously assumed, there was already a permanent dues policy in effect, then wouldn't that policy remain in effect until rescinded? I don't see how adopting a motion "that the dues for the following year will be X Dollars" will be sufficient to allow a majority-vote motion to set dues in subsequent years, unless the previous policy is also fully rescinded, rather than just being amended with respect to the upcoming year. In the preceding three-post exchange to which you refer, no reference was being made to any particular board, and certainly no assumption was being made that there was already a permanent dues policy in effect. In the context of the preceding exchange, the situation referred to by Mr. Novosielski was the one in which the amount of dues set by the board was set to be in effect for a two-year period only, which period had expired. Under these circumstances, no amount of dues has been set by the board to be in effect for subsequent years. In looking back over the entire thread, I see what it is that gives rise to your concern, since an assumption was there being made that dues were previously fixed for an unspecified period of time, or at least for a period of time that has not as yet expired. In such a case, I agree that whatever motion is now adopted to change this amount to something else should be worded in such a way as to make it clear that it supersedes anything previously adopted by the board in this regard. Edited January 12, 2017 at 02:12 PM by Daniel H. Honemann Added the last paragraph. Quote Link to comment Share on other sites More sharing options...
Small DogClub Posted January 12, 2017 at 12:30 PM Author Report Share Posted January 12, 2017 at 12:30 PM I've decided that I'm not surprised that little old me couldn't figure this out, when the best minds on the world's premier parliamentary forum can reasonably disagree. May I ask another question for a little bit more input on this situation, please? We will probably be doing some amendments to our bylaws this year. Can anyone offer suggestions for wording on this particular bylaw that would remove any potential ambiguity? To refresh your memories from my OP on page 1, the exact current wording is "Annual membership dues shall be as determined from time-to-time by the Board of Directors." Would it clarify to add the words "by majority vote of" (or "by 2/3 vote of") before "the Board of Directors"? Would it then simply always be by majority vote (or always require a 2/3 vote)? Would it be advisable to add a line that clarifies what happens if the BOD sets dues for a specific calendar year or other specific period of time and then fails to set dues at the expiration of that time? I.e., something to the effect that if the BOD sets dues for a two-year period and then fails to set dues at the end of that period, the previously approved dues shall remain in effect until the BOD again sets the dues? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 12, 2017 at 01:16 PM Report Share Posted January 12, 2017 at 01:16 PM (edited) 50 minutes ago, Small DogClub said: I've decided that I'm not surprised that little old me couldn't figure this out, when the best minds on the world's premier parliamentary forum can reasonably disagree. May I ask another question for a little bit more input on this situation, please? We will probably be doing some amendments to our bylaws this year. Can anyone offer suggestions for wording on this particular bylaw that would remove any potential ambiguity? To refresh your memories from my OP on page 1, the exact current wording is "Annual membership dues shall be as determined from time-to-time by the Board of Directors." Would it clarify to add the words "by majority vote of" (or "by 2/3 vote of") before "the Board of Directors"? Would it then simply always be by majority vote (or always require a 2/3 vote)? Would it be advisable to add a line that clarifies what happens if the BOD sets dues for a specific calendar year or other specific period of time and then fails to set dues at the expiration of that time? I.e., something to the effect that if the BOD sets dues for a two-year period and then fails to set dues at the end of that period, the previously approved dues shall remain in effect until the BOD again sets the dues? I do not think that there is anything wrong with what your bylaws now provide. The problem you initially described doesn't stem from your bylaws, it was caused by the fact that you don't know exactly what action was last taken by your board with respect to setting the amount of your dues. As a consequence, your board will simply have to assume that it must rescind or amend whatever it previously adopted in this regard. Edited January 12, 2017 at 01:21 PM by Daniel H. Honemann Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted January 12, 2017 at 02:12 PM Report Share Posted January 12, 2017 at 02:12 PM 1 hour ago, Small DogClub said: I've decided that I'm not surprised that little old me couldn't figure this out, when the best minds on the world's premier parliamentary forum can reasonably disagree. May I ask another question for a little bit more input on this situation, please? We will probably be doing some amendments to our bylaws this year. Can anyone offer suggestions for wording on this particular bylaw that would remove any potential ambiguity? To refresh your memories from my OP on page 1, the exact current wording is "Annual membership dues shall be as determined from time-to-time by the Board of Directors." Would it clarify to add the words "by majority vote of" (or "by 2/3 vote of") before "the Board of Directors"? Would it then simply always be by majority vote (or always require a 2/3 vote)? . . . . If your intent is that the board be able to set the annual dues from time to time by majority vote (or two thirds vote), the language you suggested (adding the words "by majority vote") will accomplish that. But before you make that change, make sure that you are willing to do away with the requirement of previous notice in order to do so with a majority vote. Do you really want to spring a dues increase on people without notice? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 12, 2017 at 02:32 PM Report Share Posted January 12, 2017 at 02:32 PM 12 minutes ago, Richard Brown said: If your intent is that the board be able to set the annual dues from time to time by majority vote (or two thirds vote), the language you suggested (adding the words "by majority vote") will accomplish that. But before you make that change, make sure that you are willing to do away with the requirement of previous notice in order to do so with a majority vote. Do you really want to spring a dues increase on people without notice? As best I can determine from what has been posted so far, no notice at all need be given to the membership that their dues will be increased, their only protection being that the increase cannot be above a certain amount. Anyway, isn't this all much ado about almost nothing. It takes very little effort to give previous notice of an intent to make a motion, and since this is a small board whose attendance may be high, there may be very little difference between a majority vote and a vote of a majority of the board's entire membership. Quote Link to comment Share on other sites More sharing options...
Small DogClub Posted January 12, 2017 at 06:13 PM Author Report Share Posted January 12, 2017 at 06:13 PM Nah, we don't want to spring a dues increase on the membership. I don't think anyone on the board would have any objection to amending our bylaws to require a 2/3 vote and/or to require notice to members. I'm just trying to get my mind around how all this works. Figure out what's allowed and what's not, what's ambiguous, how to remove and avoid ambiguity, and how to handle things properly as I chair meetings this year. We've often been pretty loosey-goosey in the past, and I hope to bring a little more order and proper procedure into play. But to do that, I need to understand RONR better than I currently do. Thank you all for your help. It's been educational and enlightening. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 13, 2017 at 08:25 AM Report Share Posted January 13, 2017 at 08:25 AM 14 hours ago, Small DogClub said: Nah, we don't want to spring a dues increase on the membership. I don't think anyone on the board would have any objection to amending our bylaws to require a 2/3 vote and/or to require notice to members. I'm just trying to get my mind around how all this works. Figure out what's allowed and what's not, what's ambiguous, how to remove and avoid ambiguity, and how to handle things properly as I chair meetings this year. We've often been pretty loosey-goosey in the past, and I hope to bring a little more order and proper procedure into play. But to do that, I need to understand RONR better than I currently do. Thank you all for your help. It's been educational and enlightening. I'm not sure we should care overmuch whether anyone on the board would have an objection, since the bylaws amendment would presumably be passed by the membership. The bylaws could simply be amended to add "by majority vote" or "by 2/3 vote". I'm not sure what previous notice accomplishes here, since previous notice normally is not useful to non-members (of the board) unless there is an opportunity for them to attend, speak, and potentially influence the outcome of the board vote. If that's already the case under your rules, then fine. If it's not, and you want it to be, then you can specify that the board must hold a hearing to which the general members are invited, before voting upon a dues increase. Quote Link to comment Share on other sites More sharing options...
Small DogClub Posted January 13, 2017 at 11:31 AM Author Report Share Posted January 13, 2017 at 11:31 AM Good points. Yes, to amend the bylaws requires a vote of the membership, so you're right, in a sense it doesn't matter what the board wants. Although right now, we have a fairly uninterested & uninvolved membership, so any proposed amendment in that regard would (de facto, if not de jure) have to be proposed by the board. Unless we suddenly sprang it on them that we were jacking up the dues to the maximum level permitted without membership approval. That would probably spur some interest & involvement by the membership. We on the board probably wouldn't like the outcome of such an action. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted January 13, 2017 at 02:59 PM Report Share Posted January 13, 2017 at 02:59 PM 6 hours ago, Gary Novosielski said: I'm not sure we should care overmuch whether anyone on the board would have an objection, since the bylaws amendment would presumably be passed by the membership. The bylaws could simply be amended to add "by majority vote" or "by 2/3 vote". I'm not sure what previous notice accomplishes here, since previous notice normally is not useful to non-members (of the board) unless there is an opportunity for them to attend, speak, and potentially influence the outcome of the board vote. If that's already the case under your rules, then fine. If it's not, and you want it to be, then you can specify that the board must hold a hearing to which the general members are invited, before voting upon a dues increase. They can call board members and yell at them. Quote Link to comment Share on other sites More sharing options...
Gary c Tesser Posted January 20, 2017 at 07:16 AM Report Share Posted January 20, 2017 at 07:16 AM On 1/9/2017 at 2:31 PM, Small DogClub said: (having read RONR-IB in full while standing at my open front door immediately upon delivery by Amazon) Mighod. Someone actually listened to me. Quote Link to comment Share on other sites More sharing options...
Gary c Tesser Posted January 20, 2017 at 07:43 AM Report Share Posted January 20, 2017 at 07:43 AM On 1/10/2017 at 3:08 PM, Daniel H. Honemann said: "plain old garden-variety main motion" Am I the only one who nostalgically yearns for the halcyon days when we used gustatory metaphors ("plain vanilla") and didn't have to delve into horticulture to try to understand parliamentary questions? Quote Link to comment Share on other sites More sharing options...
Gary c Tesser Posted January 20, 2017 at 07:50 AM Report Share Posted January 20, 2017 at 07:50 AM On 1/12/2017 at 7:30 AM, Small DogClub said: best minds on the world's premier parliamentary forum Mighod, quoting me, and also spelling it right. My smelling salts, please. Quote Link to comment Share on other sites More sharing options...
Gary c Tesser Posted January 20, 2017 at 07:53 AM Report Share Posted January 20, 2017 at 07:53 AM On 1/12/2017 at 1:13 PM, Small DogClub said: to do that, I need to understand RONR better than I currently do. Welcome to the club. Quote Link to comment Share on other sites More sharing options...
Small DogClub Posted January 20, 2017 at 07:29 PM Author Report Share Posted January 20, 2017 at 07:29 PM 11 hours ago, Gary c Tesser said: Am I the only one who nostalgically yearns for the halcyon days when we used gustatory metaphors ("plain vanilla") and didn't have to delve into horticulture to try to understand parliamentary questions? I've got such a black thumb I can kill plastic plants & silk flowers. I've got to take my horticulture wherever I can get it. Quote Link to comment Share on other sites More sharing options...
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