separating puzzlement on 2 organization committee report (51.1 and 51.2) and prior action was out of order.

[rynait]

I was asked a parliamentary question by an member of dual organization and I am member of one organization and aware of 3rd organization..  making my brain believe there are puzzlement situation. 

start with history facets

eight years ago,  Organization A picked New Mexico to "host" an camping event.  the proposer was thinking of NM organization b..  OrgB were unaware of the proposal and approval (adopted by organization A) until adoption or approval letter came to them.   

NM organization B, inquired to the approval process and hosting rules from the Organization A and got the information. I reviewed OrgA approval process and bylaws at request of OrgB and noted they do not have "RONR" rules in their bylaws. But the process of host picking is outlined and was valid.  Blame the surprise on the proposer.

OrgB did not need for full vote (with 3 officer approving) accepted hosting tasks and formed the host committee.  The proposer then later on 6 month approached NM organization C, and had OrgC vote to include themselves in the host committee (forming second committee).  

This dual committee created confusion(s).  OrgB contacted OrgA asking resolution regarding confusion.  OrgA said refer to proposer (unfortunately has passed away on 7th month since propose and approval).

at four year point,  per hosting rule; at least one of host committee member(s) attend the meeting and "hear-debate-discuss" in preparatory for the hosting.  OrgB sent 2 members (part of the committee).  OrgC did not send member(s) did not attend that meeting at all.  One person (OrgB chairwoman) is member of both OrgB and OrgC did attend, under OrgB's sending member representation. 

OrgA that time of 4 year point resolved committee issue by combining both as host joint committee. Picking OrgB's chair as chairwoman of the host joint committee.  OrgB at that 4 year OrgA's meeting did ask for consent to splitting the gains generated at the host event between 3 organizations.

OrgC (because not attending), found out and fought against the pick and demanded co-chair instead.  After that point I do not know what OrgA response was to OrgC fight on co-chair.

some point after that co-chair fight,  OrgC discovered OrgB is not an 501c organization and using OrgC powers, "kicked" OrgB participation off the committee (Host committee still retain OrgB members becoming committee volunteers?).

OrgA later on discovered that 501c anomaly and addressed it.  Since OrgA knows that the chair is dual member of OrgB and OrgC,  said the person {of OrgB & OrgC} is now Chair of the host committee.  Then made OrgC's "co-chair" as vice-chair.    But after restructuring host committee, is not clear whether the consented split with the OrgB is removed.  [I as parliamentary interpret this ousting, also removes split gains]

end of history facets...  here what transpired afterwards leading to puzzlement(s).

as of today, 2 weeks ago OrgC published minutes revealing a meeting taken place at least 3 weeks ago,  Minutes stated they did suspend two bylaws (which is not in order), and made two motions involving on funds, which came from the gains from the hosting event. 

Chair contacted me regarding the bylaws suspension.  I am member of OrgC and told chair per OrgC bylaws that board meeting does not have authority to suspend bylaws. Bylaws says suspension is allowed by 5/8 present at general meeting by membership.   Since One of suspended bylaws involves sending meeting notice time (before meeting): holding meeting on that day bylaws was suspended on; invalid (bylaws says 30 days notice, and meeting met 2 weeks after notice is sent).  I sent email to secretary declaring the meeting is invalid and do not move the money as motioned in that minutes.  I know and communicated to another parliamentarian [he is full member of that OrgC]. He said he saw the minutes and already contacted two officers telling them meeting is not in order. 

Chair saw in the minutes (of the invalid meeting)  vice chair presented financial report of the host event. She asked me is this also allowed, since "I have not seen or approved the report".  I had to mull over this some. and believe per 51.2, vice chair is not to present report without showing all committee member had seen and read it.  Since OrgA, OrgB and OrgC had different meet schedules, per RONR 51.1 ; is host report supposed to be shown at OrgA's meeting first but not shown to other org and public until after OrgA meeting?

I did suggest to Chair,  raise to officer preferably president, the Host report is not approved before the committee,  remanding report retraction from the minutes. Also raise point that  meeting is not in order, and at next valid meeting, I must be attending to present report (prevent vice chair from making bad motions which I felt on that level of money moving motion(s)). 

wrap this up with questions

a) is there a requirement for primary organization [OrgA] seeing the report first before released to remaining Orgs and public?

b) the gain split might be valid and applied...  Who gets to audit that gains, forcing validation of the split and correcting procedural process. Especially OrgB being outsed by OrgC but not by OrgA (keep mind but members from OrgB did assist and work in the committee.)

c) does Chair have right to reprimand vice chair for failing to follow the RONR procedures involving money gains decisions and report?

d) if audit is going to be required, which organization, or independently is supposed to hold the funds until the split?

Roy

I also sending this to chair.  might see some corrections afterwards.

 

 

[Josh Martin]

I am having a difficult time following all of this, but I will try my best. I will say that there appear to be some highly customized rules at work here, so I do not think this forum will be of much assistance. If you wish to pursue this matter further, I would advise consulting a professional parliamentarian (the National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals) and/or an attorney to thoroughly review the rules of the multiple groups involved here.

On 8/31/2023 at 3:50 PM, rynait said:

a) is there a requirement for primary organization [OrgA] seeing the report first before released to remaining Orgs and public?

I am not clear on the nature of the relationship between these organizations to each other or on the relationship of the committee to the organizations. So I am not certain whether there is a requirement for Organization A to see the report first before it is released to the remaining organizations and the public. It also appears quite likely that this question is beyond the scope of RONR and this forum.

On 8/31/2023 at 3:50 PM, rynait said:

b) the gain split might be valid and applied...  Who gets to audit that gains, forcing validation of the split and correcting procedural process. Especially OrgB being outsed by OrgC but not by OrgA (keep mind but members from OrgB did assist and work in the committee.)

Once again, because I am not clear on the nature of the relationship between these organizations to each other or on the relationship of the committee to the organizations, I am not certain how to answer this question. It also appears quite likely that this question is beyond the scope of RONR and this forum.

On 8/31/2023 at 3:50 PM, rynait said:

c) does Chair have right to reprimand vice chair for failing to follow the RONR procedures involving money gains decisions and report?

This one I feel on firmer ground on: No.

For starters, I am not clear on what evidence there is that the Vice Chair has failed to follow procedures in RONR relating to "money gains decisions" or the report. RONR has no rules pertaining to "money gains decisions." RONR does have rules pertaining to reports, but not pertaining to this particular unusual situation of a committee which reports to two or three separate organizations. So to the extent that the Vice Chair has failed to follow certain procedures, I believe those procedures would be found in the rules of the committee or of the organizations, not in RONR.

Furthermore, nothing in RONR grants the chair, as an individual officer, the authority to discipline or reprimand another officer. Such authority would rest with the society itself, or maybe the board, unless the bylaws provide otherwise.

While it may be that a reprimand or other penalty is appropriate for the Vice Chair, the Chair lacks the authority to make that determination.

On 8/31/2023 at 3:50 PM, rynait said:

d) if audit is going to be required, which organization, or independently is supposed to hold the funds until the split?

Nothing in RONR would require an audit in this matter, so no audit is required unless so ordered by the organizations or required by the organizations' rules or applicable law. RONR has no guidance on where funds are supposed to be kept in a situation like this.

Edited August 31, 2023 at 11:19 PM by Josh Martin

[rynait]

oh gosh.  that is when I was asked the questions, realized problems trying to figure out from RONR and bylaws on three organizations roles or due process.   Clear from  answers from Mr Martin,  RONR is not going to help much with raised issues involving three organizations matters.

Thank you for your response.

[puzzling]

I suppose that all 3 organisations are related in more than just the (dis) agreements outlined above, maybe there is a federal organisation they are all member or otherwise related to.

Maybe ask dome wise members of that organisation to mediate and if needed decide on  an equitable settlement.

[rynait]

I was not there at the meeting.  [conflicted schedule for personal reasons] but...

I was not aware that host committee has not seen the report. and I did assume was accepted report. I acted on minutes information that OrgC decided is okay to suspend bylaws to rush a  board meeting.  Two hours after draft minutes is posted, I sent communication to Officers saying meeting is invalid, and do not move money, take money back in to original account.  

vice chair said in the invalid meeting (reading on in the minutes) earning is 16k, and OrgC made 3 motions made open  CD account with 10k, donate 10% (as tax write off), put remainder 4k in checking account.  Quite a lot of potato to report to IRS. I believe 501c can not do "donation tax write off". 

Reading between the sentence; he said said earning is 16k,  not say our share is 16k.  so, after findings yesterday;  Chairwoman might have intervene and tell vice-chair to send money to OrgA.  Might have told vice-chair talk to OrgA before presenting the report(s).  Per OrgA bylaws, all income generated at campout belongs to OrgA unless deal or agreements are made. (I did help chairwoman (via text) start a rough motion-deal for NM organizations 4 years ago).  

[Josh Martin]

On 9/1/2023 at 10:54 AM, rynait said:

I was not there at the meeting.  [conflicted schedule for personal reasons] but...

I was not aware that host committee has not seen the report. and I did assume was accepted report. I acted on minutes information that OrgC decided is okay to suspend bylaws to rush a  board meeting.  Two hours after draft minutes is posted, I sent communication to Officers saying meeting is invalid, and do not move money, take money back in to original account.  

vice chair said in the invalid meeting (reading on in the minutes) earning is 16k, and OrgC made 3 motions made open  CD account with 10k, donate 10% (as tax write off), put remainder 4k in checking account.  Quite a lot of potato to report to IRS. I believe 501c can not do "donation tax write off". 

Reading between the sentence; he said said earning is 16k,  not say our share is 16k.  so, after findings yesterday;  Chairwoman might have intervene and tell vice-chair to send money to OrgA.  Might have told vice-chair talk to OrgA before presenting the report(s).  Per OrgA bylaws, all income generated at campout belongs to OrgA unless deal or agreements are made. (I did help chairwoman (via text) start a rough motion-deal for NM organizations 4 years ago).  

I wish you the best of luck with this matter, but it seems increasingly clear that this has very little (if anything) to do with RONR. So I do not think this forum will be of any assistance.

Edited September 1, 2023 at 05:09 PM by Josh Martin