Jewel - you rock! I looked through Robt's Rules online and couldn't find anything... at least nothing looked normal to me. I couldn't wrap my brain around some of the verbiage on there. Thank you for your help!
NO. In doing so, it indicates that the original motion to accept the by-laws was insufficient. And, it implies that the by-laws can be disregarded or are in contention if not signed by every officer when he/she takes office.
If you are not certain that the by-laws were properly approved in the beginning due to lack of minutes to reference, give the board notice of the motion you intend to raise at the next meeting (to approve the by-laws as written), then raise the motion and take a vote. Record in the minutes.
wow! against e-voting... Sometimes that is the only way to get everyone to vote... most of the board works this year so e-voting worked over the summer for us. I've printed each email vote & kept them in files... I will certainly look at the Roberts Rules more thoroughly.
We are having an accountant do the 501c3 and they suggested to do the conflict of interest policy.
If you don't have the minutes, the fact that the by-laws exist in writing should be sufficient. It would just be helpful to have the minutes. When/if the board revises the by-laws, be sure to add the date of revision as a foot-note on the bottom of the last page.
With regard to the Conflict of Interest clause, Robert's Rules very rarely ever supports prohibiting an officer or a member from voting or participation due to this type of clause. For example, say a PTO officer's own company has submitted a bid to provide services to the PTO. When it comes time for the board to review all the bids and vote to choose one, the officer may still participate in the discussion and vote on the motion.
Regarding e-voting, Robert's Rules is very much against using it; I certainly wouldn't recommend it in this situation.
No - I don't have the minutes to that meeting. Should we revise something in the bylaws and then re-adopt them? Apparently we should have a Conflict of Interest Policy in there & we don't, so this could be done. Also - can it be done via email vote with the votes recorded?