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Richard Brown

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Everything posted by Richard Brown

  1. We know NOW, from an update posted by the original poster, that this was a board meeting of a board using the small board rules, but that fact was not known to us and had not been stated by the original poster until AFTER I made my post.
  2. Just to be clear on one point: The new members are entitled to offer corrections and to vote on corrections to the minutes regardless of whether they were at the prior meeting and regardless of whether they were members of the body at the time of that prior meeting.
  3. Well, I'm going to disagree somewhat with Mr. Honemann and Mr. Martin. First, assuming this was not a board meeting using the small board rules, the chair's remarks that "well, I happen to think those trees are ugly. They are the ugliest trees we have on site, in fact. I don’t like those trees, and I’ll never vote for them" were inappropriate and amounted to improper debate and expression of opinion by the chair. He should not have expressed his opinion of the trees unless he was going to step down from the chair. Second, although perhaps borderline, I think his overall sarcastic tone was also inappropriate. Third, as Guest Zev stated, he should have called for the negative vote. Now, having said that, and believing the chair's behavior was inappropriate, it was not outrageous and probably did not violate anyone's rights. Assuming that there is usually a degree of informality and less than strict adherence to the rules in this organization, I tend to agree with Mr. Honemann that perhaps what happened "was no violation of decorum worth complaining about", at least in the sense of raising a point of order. It is often (usually?) better to let small breaches of the rules slide. btw, I do not view what the chair said and did as a violation of decorum so much as a pretty clear violation of the rules of order and debate. There were clearly two violations: The chair should not have commented on the merits of the proposal without relinquishing the chair and he should have called for the negative vote. I have been in meetings where only one or two people voted in support of a motion but when the negative vote was called for nobody voted no. For some reason, the members were perhaps intimidated into just sitting silently and not expressing an opinion. I will note for the record that even if there were no votes in the negative, the chair could have voted no, which would have created a tie and caused the motion to fail, but the rules still require the chair to call for the negative vote. " The chair must always call for the negative vote, no matter how nearly unanimous the affirmative vote may appear" (RONR 11th ed., page 45) I just don't see how anyone can say the highlighted portions of the original post constitute proper conduct by the chair. Worthy of a point of order? Perhaps not, depending on the circumstances of the group and the meeting. But proper? No.
  4. While I agree with Bruce Lages, I would say that if the president is not the presiding officer, then he is there in exactly the same capacity as all of the other members. He might or might not be expected to give a report, just as other officers and committee chairmen might he. Nosey, I really don't understand why you are having such a hard time understanding the difference between the rights and duties of a presiding officer at a meeting and a President Who is not the presiding officer. Where the president is not the presiding officer, he has whatever administrative and managerial functions the bylaws assign to him as president, but he simply does not preside at meetings. It is not at all unusual for organizations, especially larger corporations, to have a president and a chairman of the board who are different people. Their duties are completely different. The president essentially runs the business and is subject to the directives of the board. The chairman of the board presides at meetings. What is so hard to understand about that?
  5. No. Unless you have a specialized rule allowing it, a member must be physically present in order to make a motion. However, the member who wants the motion made may have someone else who IS present make the motion if he can find someone willing to do so. But the member making the motion will be making it as his own motion, not as a motion of the absent member.
  6. That is perhaps a noteworthy distinction. I DO get the edit option and can start editing, but the system sometimes won't let me SUBMIT the edit. Nothing happens when click on submit. It does seem to happen most often with a "complex" edit in which I am both editing text which I previously submitted and adding a new paragraph. That's what happened the last time the edit feature wouldn't work. When I tried again, leaving the original language but only adding a paragraph at the end, it worked.
  7. There is still a problem with editing posts. Both @Gary Novosielski and I have experienced it several times. It seems intermittent and unpredictable. A few minutes ago I tried editing a post I had just made by striking through a phrase and then adding a new paragraph. The system would not let me "post" the edit. I then removed the strike-through, leaving the original language as is, and simply added the new paragraph. That worked. i'm hoping Mr. Novosielski will elaborate here on the problems he is having.
  8. I was unable to edit a post I made just a few minutes ago. I first edited by striking through some text and adding a paragraph, but the system would not accept the edit. I then removed the strikethrough and simply added the new paragraph and it worked. Something strange is going on with the edit feature.
  9. In the situation you describe, if the society elects a chairperson who presides at the meetings, then, during meetings, the president would be just another member with the same rights and privileges (and limitations) as other members. He can, for example, make motions, speak in debate and vote regardless of whether his vote will affect the outcome or if it is a secret ballot. I am assuming your bylaws do not say anything to the contrary. I think in the case you described, the president becomes the chief executive officer of the organization but not its presiding officer, unless he is presiding in the absence of the chairman. It is also important to note that under the "small board rules" as defined in RONR, even the presiding officer participates just like the other members (although RONR isn't clear as to whether the chair can make motions under the small board rules. I am assuming he can). If the president isn't serving as the presiding officer, then he would clearly be treated just the same as all other members. Edited to add: Upon further reflection, I am of the opinion that the chair should NOT make motions since making motions is not one of the things listed that the chair can do under the small board rules on page 488. Perhaps a clarification on that point in the 12th edition would be helpful.
  10. If there is no prohibition in your bylaws, then that person can be nominated and elected and can serve.
  11. Yes. Edited to add: See pages 43 and 392 of RONR for more.
  12. I agree with Dr. Kapur. An organization is free to adopt whatever order of business it wants, including a consent agenda which includes approval of the minutes of the previous meeting. In fact, my own city council does that.
  13. I agree with the previous responses. If the maker of a motion decides that it is a bad motion and should not be adopted, he may ask permission to withdraw the motion. This can be handled as a unanimous consent request if no one objects. If a member does object, then a majority vote is required in order for the motion to be withdrawn. Edited to add: I just realized the option to ask permission to withdraw the motion is mentioned in the quote from RONR that Mr. Mervosh quoted.
  14. While I agree completely with the foregoing responses, I urge you to use caution and to be careful of the wording of a rule requiring proposed motions to first be referred to the bylaws committee or any other committee for review prior to being submitted to the assembly. Specifically, just what power is this committee to have if it believes a motion is out of order or improper in some way? Do you propose that this committee have "veto power" over proposed motions or that its opinions be advisory only? Will it have the power to actually modify proposed motions or just to suggest changes? You can get into a real minefield when it comes to just what power this committee will have over proposed motions. I suggest that the power of the committee be very carefully spelled out.
  15. Gary, go back and reread the entire thread, paying particular attention to the exact wording of the bylaw provision. It seems to say very clearly that an abstention shall count as a negative vote.
  16. I think if you go back and reread the entire thread you will see that the original poster made it clear that no one appointed these members to the committee but the the committee is essentially self appointed by people volunteering to be on the committee. That is the problem with removing members. We are not aware that anyone appointed them.
  17. The key being "if properly designed". Here in Louisiana the state is about to purchase new voting machines for the entire State. One proposal was to give each voter a printout of his votes for verification purposes. That is a terrible idea because it opens the door to voter fraud. It makes it possible for voters to be paid to vote a certain way and they receive payment when they leave the polling place and show the guy with the money sack that they voted the way they were instructed to vote.
  18. I'm not sure exactly what happened. This member clearly does not have the authority to make the decision on behalf of the committee, but he certainly has the right to say this is what I think we should do. The rest of the committee can agree or not. He may just be a strong member and good leader who came up with a plan that he hopes the others will agree with.
  19. Nosey, the provision you are referring to is not that unusual. I have seen similar bylaw provisions many times. That provision basically says that the president is the Chief Operating Officer of the organization, but that he is subject to the orders and control of the board.
  20. I don't understand what guest Christine means either.
  21. No, I disagree. There is no need for any sort of "locking down" of old threads. There is not that much of a problem with guests (or members) tacking on new questions to old threads. When it does happen, we just politely ask them to read the rules and to post their question by starting a new thread.
  22. Special Rules of Order, as well as standing rules, should generally be published or printed separately from the bylaws, but are frequently attached to them so that all of the rules are available in a somewhat seamless document. They should be clearly differentiated from the bylaws, however. Special Rules of Order and standing rules are sometimes contained in a separate document such as a loose leaf binder. Edited to add: RONR says on page 35 that "Any special Rules of Order should be adopted separately from the bylaws and should be printed in the same booklet with, but under a heading separate from, the bylaws."
  23. Like reelsman, I am also opposed to locking old threads. There are sometimes legitimate reasons for "reviving" or posting in one. When a new member or guest tries to improperly "tack onto" an old thread, I much prefer our system of politely asking the guest to post his question as a new topic.
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