Bylaws Committee Minutes

Type of meeting: 
Bylaws committee
Meeting date: 
Monday, September 21, 2020

Paul Rubenson, Chair
Megan Moorer
Farzana Muhib
Deb O’Neill

Good Standing

  • Members
    • Medical Waiver - It was agreed that the existing Bylaws provide for a good standing medical waiver that must be requested via email to the Secretary 2-days before each Community or Special Meeting (e.g., by 7:00 pm on the Monday before a Community Meeting).
      • Members who timely file this request will be in Good Standing.
      • We will publicize this by placing information and a reminder in the Newsletter each month.
    • Self-Reporting Other Previously Sanctioned Community Events
      • The Bylaws permit members to obtain credit toward attaining Good Standing for a variety of activities that they must self-report.
      • In order to receive credit toward attaining good standing for an upcoming Community or Special Meeting, the member must self-report to the Secretary 2-days before the meeting in question (e.g., by 7:00 pm on the Monday before the Community Meeting in question).
      • We will also publicize this by placing information and a reminder in the Newsletter each month.

Action:  Draft Language for the Newsletter.

Voting in Community Meetings

In order to vote on a motion before the Ridgely’s Delight Association (RDA) or in its Board election, you must be a member of the RDA and you must be in Good Standing.  You are a member if you reside in, own property in, operate a business in or represent an institutional or fraternal organization in Ridgely’s.  Most, if not all of you qualify as members under these guidelines.

The requirement that you be in good standing means that you must attend at least 3 meetings or perform 3 previously sanctioned events (like COP walks, clean ups or committee meetings) in the 6 months prior to the vote.  Because of COVID-19, it has become very difficult for members to engage in the kinds of activities required to attain good standing.

Fortunately, there is a medical exception that allows a member to be deemed to be in good standing by simply requesting a medical exception by 7:00 pm on the Monday before a community meeting.  Because of COVID-19, this exception may be requested by any member by simply sending an email to

Remember, that email must be sent by 7:00 pm on Monday, October 5th to vote at the October meeting.

And, you will have to renew your request each month, so mark your calendars to make sure that you email in your request for the November meeting by 7:00 pm on Monday, November 2nd and for the December meeting by 7:00 pm on Monday, November 30th.

You can also get into good standing by engaging in 3 previously sanctioned community events in the 6 months immediately preceding the Community or Special Meeting.  These include attending a Community, Board, Committee or Special Meeting; participating in a COP walk, in an RDA sponsored community cleanup, or in publishing or delivering the Newsletter (a Board member or Committee Head will keep track of and report these).  

The following activities also count but you must self-report to receive credit: participating in a committee activity; representing the RDA at government meetings; writing a grant application on behalf of the RDA; setting up, organizing or attending National Night Out; serving as a Block Captain; stoop garden participation; proof of a personal neighborhood cleanup; and engagement on another neighborhood issue.  

You must self-report by 7:00 pm on the Monday before a Community to receive credit that will count toward Good Standing at that meeting.  You can do this by simply sending an email to

Remember, that email must be sent by 7:00 pm on Monday, October 5th to count towards good standing at the October meeting.  Even if you request a medical waiver, you should also self-report qualifying activities since these may permit you to vote if you fail to timely request a medical waiver.

  • At the start of each meeting, we will have to confirm whether we have a quorum with the Secretary.
    • He or she will have to ensure that an up-to-date roster is available.
    • To ensure this, he or she will have to touch base with Committee heads prior to the meeting to ensure that all committee attendance/activity is reflected.  
      • The Beautification Committee chair will keep the roster of community members who help with planned community clean ups and other beautification activities.
      • The head of the COP walk will keep the roster for that activity.
      • The VP of Communication will maintain the roster of who delivers the Newsletter (if and when we return to door-to-door delivery).
      • The Parliamentarian will maintain the roster of who attends Bylaws Meetings.
      • The Head of the ARC will maintain the roster of who attends ARC Meetings.
      • The Head of the Parking Committee will maintain the roster of who attends Parking Meetings,
      • The head of the Nominating Committee will maintain the roster of who attends Nominating Committee Meetings.
      • The Secretary will maintain the roster of who attends Community, Board and Special Meetings.
  • Board Members
    • Board members are not required to be in good standing for Board votes.
    • They are required to be in good standing for community votes and their standing is used to determine quorum.
  • Software
    • We need to obtain online software that will permit the community and Board to vote via Zoom in a manner that meets Bylaws requirements.

Action:  The Bylaws Committee will research online voting software that meets the requirements set out in the Bylaws and prepare an option paper for the community and Board to consider which option to choose.  

Nominating Committee

  • The Bylaws specify the makeup of this committee,
    • We need to ensure that this committee is always properly constituted and that only those members entitled to vote do so, or we run the risk that there may be questions about the validity of this election outcome.
  • We also need to address an internal Bylaws conflict that calls for potential nonmembers to have a voting role.  

Action:   Table for future discussion.


  • We will reexamine the COVID-19 situation in December to see if we can develop a recommendation as to when the election can be held.
  • Until then, under the existing Bylaws, the current Board remains in place until the election can take place,  

Registry of Records (ROR)/Minutes

  • The Bylaws call for us to maintain a ROR.
    • This ROR should document, at a minimum, all votes.
    • Our meeting minutes have long served as our de facto ROR.  
      • For years the RDA has not successfully set up a separate ROR.
      • The most effective way to address this is to acknowledge that the minutes serve as our ROR.
      • Because of this, it is urgent that we have past minutes posted as quickly as possible.
      • The new RDA website has not yet had the minutes that we had on the old website loaded.
      • All of the previously-posted minutes (as well as any that had not previously been uploaded for 2018 and 2019) need to be posted.
      • These document the basis for any actions taken by the Board on behalf of the community and give them legal validity.
    • The Sept. 2020 minutes are posted even though they have not been approved.
      • The website needs to clearly indicate when any draft minutes are still pending approval.
    • The Sept. 2020 minutes fail to accurately capture the motion on the listserv that was made.
      • Motions MUST be captured EXACTLY in order to legally reflect what exactly the community or Board decision was.
      • We should develop a standard practice of rereading any motion immediately prior to a vote to make sure it is clear to the voters exactly what they are voting for or against and exactly what was decided by their vote.
      • This will also assist the Secretary to prepare accurate minutes.
    • Special Board Email Vote
      • There must be minutes that are publicly posted for all of votes taken during the Special Board email meetings.
        • Without this, there is no documentation to legally support any action taken or not taken as a result of that vote.
      • The Bylaws specify that the question under consideration and the results of the vote must be made public at the next community meeting and entered into the meeting notes (i.e., minutes).
      • They also state that community input should be sought before the vote if possible.
      • All of these Bylaws requirements must be met to ensure the legality of the emergency vote.

Community and Board meetings

  • Now that we have access to Zoom, the Board MUST hold these meetings each month as specified in the Bylaws.  
    • Their failure to do this once the Board gained access to Zoom has led directly to the problem that we have with community members being able to get into Good Standing, thus depriving them of their right to vote.

Future Discussion

  • We have tabled two topics for future discussion now for some time.
    • Conflict of interest; 
    • Removal for Cause.
  • Every research site on bylaws for 501(c)(3) corporations that you check states that the bylaws for 501(c)(3) organization absolutely must have a section addressing conflict of interest.
  • That section is meaningless unless you also have a section addressing removal for cause.
  • More research needs to be done, but these topics will be discussed further at future meetings.