Richard Brown

Guest Doug, you still haven't posted the provision in your bylaws regarding the powers of your board. What, if anything, do your bylaws say about the power of the board to conduct the Affairs of the organization? It might well be that your board can fill the vacancy, but we won't know until you quote the provision in your bylaws about the power of the board to manage or conduct the affairs of the organization.

Mr. Elsman, with all due respect, I think Ms. Hunt was correct... or at least not out of line... to add her caveat "unless the bylaws state otherwise". We add that caveat regularly, especially in cases such as this one, where the bylaws often DO specify a different threshold for the quorum. We want to emphasize to the original poster that he or she must check the bylaws carefully for such a provision. WE know that is important, but our new members and guest posters often do not. I also do not think that Mr. Gerber's "Read this first" post addresses the issue at all. Some of us add such a provision to the boilerplate at the bottom of our posts (which often goes unread), but we still state it explicitly in our responses when we believe it prudent to do so. I see nothing wrong with Ms. Hunt's post.

@jstackpo, perhaps the word "elect" in this line from the top of page 468 is the key: " Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise." The use of the word "elect" does seem to imply that there must be an election.

How about this language from the bottom of page 467 and the top of 468? It seems pretty explicit to me. Vacancies The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly. For particular vacancies, see page 457, lines 22–30 [page 468] (president-elect), page 458, lines 7–18, and page 575, lines 6–17 (president and vice-presidents). See also page 177 (vacancies in a committee). Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise. Edited to add: Perhaps you are concerned that the quoted provision does not expressly say that an ELECTION must be held to fill the vacancy. If that is your concern, then I agree that the quoted provision does not expressly require an election and seems to leave open the possibility that the vacancy could be filled by other means, such as a "motion to appoint John Smith as vice president". Interesting question. Perhaps there is such an express provision somewhere else that I can't think of at the moment. Edited again to add: See my next post, immediately below, for more.

No, unless your bylaws provide otherwise, neither of those two options is correct. Your MEMBERSHIP must hold an election and elect a new vice president. The board has no authority to do that unless the bylaws grant it that authority. Vacancies must be filled by the body which elected the person in the first place unless your bylaws provide otherwise. As Dr. Stackpole pointed out, you as president do not have the authority to appoint someone to fill the vacancy. Caveat: Your bylaws might... directly or indirectly.... authorize the board to fill the vacancy. Check your bylaws to see if they expressly grant the board the authority to fill vacancies. If they do not expressly grant the board that authority... and apparently they do not... the board might have that power based on the other powers it has. Please quote verbatim your bylaw provision, if any, regarding the powers of the board to conduct the business of the association between meetings of the membership. Please quote exactly, don't paraphrase. It might be that your board has the power to fill the vacancy.

Agreeing with the previous responses but elaborating slightly, a "request" for a special meeting (or for anything else, for that matter) may be ignored unless the bylaws provide that a special meeting must be called upon request of a certain number of members. Do your bylaws REQUIRE that a special meeting be called if requested? If not, then the request can be ignored.

I belong to both NAP and AIP, but I'm about to have to look up the terms "practicum" and "didactic learning". I figured a "practicum" was just a fancy word for a conference with workshops.

Well, unless your bylaws provide differently, you ARE the president. You are no longer vice president. According to RONR, unless your bylaws provide otherwise, when there is a vacancy in the office of president, the vice president BECOMES president. He is not just "assuming the role of president". You now have a vacancy in the office of vice president. Can you quote the exact language used in your bylaws about what happens in the event of a vacancy in the office of president? btw, we are happy to help you in any way we can.

Yes, if RONR is your parliamentary authority, the vice president can participate just as fully as any other member (as long as he isn't presiding).

Then what is it in his statement that you are agreeing with? That is the essence of his post!

If you search the forum, I think you will find that is quite clear that a society may include pretty much whatever it wants to in its minutes. Nothing in RONR prohibits the assembly from including the statement the member wants included. This is not "getting around" RONR. It is, rather, entirely consistent with RONR. What is "usually" done or "should mainly be included" is a far cry from what must or must not be done. The assembly is in control of its own proceedings and may do pretty much anything it wants to do that is not prohibited by some rule or statute somewhere. Although not directly on point, it may also be worth noting that some state corporation statutes contain provisions which absolve board members of liability if their dissent to the adoption of a motion creating liability is noted in the minutes. Is someone actually taking the position that an assembly may do only what RONR specifically says it may do?

The minutes are correct, but they may also be amended to include the member's statement if the assembly wants to do so. The membership has ultimate control over what goes in the minutes. Edited to add: In addition, rather than amending the minutes of the meeting in question, at the next meeting the member may ask that the minutes of that meeting (the meeting then taking place) include a statement that he erroneously voted no but intended to vote yes on the motion in question at the prior meeting. It is up to the assembly whether to grant the request.

I agree. FWIW, I think I agree with J.J. that attendance at something which is not an official meeting should not count as attending a meeting. However, if a point of order is raised as to whether attendance at the questionable "meeting" counts as a "meeting attended", the chair will rule on the point of order and the ruling may be appealed to the assembly. The decision of the assembly is final, whether we agree with it or not.

I don't really understand your question. Can you clarify it or re-state it in language we can understand? In the meantime, based on what I think you are asking, I agree with the previous answers.

I agree, but with a caveat: Since this is a homeowner's association, there is a possibility that the bylaws (or state law) grant the board the power to adopt rules and procedures for discipline, but that is rather doubtful. As far as the rules in RONR are concerned, it is the membership which must adopt such a special rule of order.

No, that is not correct and I don't think it's what anyone said. The correction goes in the minutes being corrected... the minutes of meeting A. The only thing the minutes of meeting B would say about it is that "The minutes of Meeting A were approved as corrected". Period. End saying anything about the minutes of meeting A.

I agree. Member Nosey, we know you have the book, but you keep posting questions as if you have not even looked at it. Most of the questions you ask us are clearly answered in the book. Edited to add: If this is the type behavior the char insists on engaging in and if the assembly is fine with it, perhaps you should either be trying harder to fit in with their way of doing things or bow out and look for another organization to join. It seems you are a lone wolf trying to insist that things be done your way.... which may (or may not) actually be according to RONR... but if the other board members are happy with the way they are doing things and don't want to change I'm afraid you are fighting a losing battle that will only cause more animosity and bickering.

I'm glad to know the language about rapping the gavel once to call the meeting to order did appear in earlier editions! Like Josh Martin, I knew I had seen it in there somewhere! It also seems logical to use the gavel to call the meeting to order. Why use it to call a member to order and to announce a recess or adjournment, but not to call the meeting to order? Doesn't make sense. And it's not symmetrical.

Mr. Phillips, in addition to RONR in Brief, which contains most basic rules you need to know for most meetings, I recommend Robert's Rules for Dummies by C. Alan Jennings, a respected PRP (Professional Registered Parliamentarian). It is currently in its 3rd edition. Personally, I like the 1st edition because of its simple, folksy writing style, but it is based on the 10th edition of RONR and does not contain as much material as the 3rd edition. The 3rd edition has been expanded significantly. Note: it is a book ABOUT RONR and is not intended to be a parliamentary authority. It can be a big help in understanding the rules in RONR. It is very true to RONR and you will not find any contradictions.... unlike most other books on parliamentary procedure or Robert's Rules. As to which basic rules it is most important to learn, I suggest that you use one of the study guides for the NAP basic membership test which can be found on the NAP website. If you learn what is needed to pass the NAP membership test, you will have a good working knowledge of the fundamentals of parliamentary procedure. Note: NAP actually offers two membership tests: The new test is based on RONR in Brief. The older test is based on RONR. It may be harder to find on the website, but I like it better. If you can't find it, one of us can help you.

The CD-ROM version of RONR also contains some suggested rules for various types of electronic meetings, but those rules are not nearly as expansive as the ones by Dr. Stackpole.

Agreeing with the previous answers, a request is just a request. The person it is directed to has every right to say no.

Pay particular attention to the answers above. You cannot have special meetings at all unless they are authorized in your bylaws and they must be called in the manner prescribed in your bylaws. The answer, or most of it, is in your bylaws.

I agree with M. Katz. I believe he correctly answered it in answer # 1. Answer # 3 reaffirmed what Mr. Katz said in answer # 1. Or said it in a slightly different way.

Regardless of whether the chair is participating and regardless of whether you are shocked, if you want it to stop you need to raise a point of order. As two levels or degrees of breaches of decorum, a breach of decorum is a breach of decorum. It is up to the assembly to decide how to deal with it. Not all breaches need to be treated the same.

What do you mean when you refer to rule 13? Are you referring to section 13? Are you using RONR? RONR is divided into sections, not rules. You might go to the NAP website (National Association of parliamentarians) at parliamentarians.org, and look at the offerings in the bookstore. They have several publications and CD-ROMs which can be very helpful in learning RONR and studying for both the basic membership test and the registration exam