Richard Brown

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Everything posted by Richard Brown

  1. Kim, I see that you are posting questions in this advanced discussion group as well as in the general forum. Your questions should really be posted in the general forum. This forum is really for the use of experienced parliamentarians to discuss complex issues. You have been getting good responses in the general forum. We would appreciate it if you would post your future questions there.
  2. Kim, I agree complete with the previous answers but want to make sure you understand the difference between regular meetings and special meetings, especially regarding notice. Depending on your bylaws, rules and customs, notice may or may not be required for REGULAR meetings of both the executive board and the general membership. However, if notice of meetings is given, ALL members of the group that is to meet are entitled to receive the notice. But, even if notice is given of a regular meeting of either the executive board or the general membership, only notice of the time and place of the meeting need be given. The business to be taken up does not have to be noticed unless you have a rule requiring it. So, it is conceivable that if the officer in question happens to be absent from the executive board meeting at which the recommendation is made and also absent from the general membership meeting at which the actual vote to remove takes place, he (or she) could be removed without his knowledge. However, if either of these actions is to take place at a special meeting rather than a regular meeting, then ALL members of the body that is to meet, including this officer, must be given notice not only of the meeting but also of the business to be taken up. Only the business listed in the call of the meeting can be taken up at a special meeting. It would have to specifically state that it is to consider the removal from office of the officer. You have a customized rule in your bylaws regarding removal from office, so the somewhat more complex procedures in Chapter XX of RONR regarding discipline and removal from office would not apply. Your own rules take precedence.
  3. Elayne, I concur with the answer by the guest above. I'm weighing in simply because that guest, although very knowledgeable, is still posting as a guest and I suspect you would like to know that your advice is coming from someone who is actually a contributing member of the forum. You can see how many posts our members have made and weigh our answers accordingly, but not so with guests who post.
  4. JDee, what Mr. Mervosh is suggesting is exactly what RONR (Robert's Rules of Order Newly Revised, 11th edition) says to do if for some reason the society desires to "postpone" the elections. A motion to set an "adjourned meeting" is not the same thing as simply adjourning. An "adjourned meeting" is, in essence, the continuation of the same meeting on a future date. I will cite the applicable provision from page 185 of RONR below, as I suspect you do not have a copy of it: "POSTPONEMENT OF A SUBJECT THAT THE BYLAWS SET FOR A PARTICULAR SESSION. A matter that the bylaws require to be attended to at a specified session, such as the election of officers, cannot, in advance and through a main motion, be postponed to another session. It can be taken up at any time when it is in order during the specified session (that is, either as originally convened or at any adjournment of it); and it can be postponed to an adjourned meeting in the manner explained above, after first adopting, if necessary, a motion to Fix the Time to Which to Adjourn. The adjourned meeting, as already stated, is a continuation of the same session. The procedure of postponing such a matter to an adjourned meeting is sometimes advisable, as in an annual meeting for the election of officers on a stormy night when, although a quorum is present, the attendance is abnormally small. If the matter has actually been taken up during the specified session as required, it also may be postponed beyond that session in accordance with the regular rules for the motion to Postpone. It is usually unwise to do so, however, unless completing it during the session proves impossible or impractical." As stated in the last paragraph of the quote above, you do have another option besides setting an adjourned meeting. You can simply postpone the elections to the next regular meeting (or to a special meeting), but if you are going to follow RONR, you must first actually take up the elections at the specified meeting and then have a member make a motion to postpone the completion of the elections until the next meeting. To first take up the elections at the meeting specified in the bylaws, the chair simply announces that "the election of officers is now the next order of business" or "The election of officers is now before the assembly". At that time, the elections are then before the assembly and any member can move to postpone the elections to the next meeting (provided it is within a quarterly time interval). The motion to postpone the elections cannot technically made until the elections are actually pending, that is, when the election is actually the item of business before the assembly. It cannot be moved before you get to that point in your order of business. It's the rule because your bylaws say the elections MUST be taken up at that particular meeting. So, you must take them up. You just don't have to complete them at that time. Understand now? Maybe?
  5. JDee, do you have a copy of RONR? Any other books on parliamentary procedure?
  6. JDee, I don't think you understand what Mr. Mervosh is trying to tell you. When I can get on a computer in a few minutes I will try to explain further.
  7. JDee, I'm having a hard time understanding exactly what you are asking. Can you try to clarify for us exactly what it is you or your organization want to do?
  8. Based on the well written information provided by guest Randall, I agree with the comments immediately above by Mr. Katz and Mr. Honemann. I believe that if 160 members are present, the affirmative vote of 81 members would be required to select a provider. Edited to add: upon further reflection, I'm not sure that I agree completely with either Mr. Katz or Mr. Honemann, but I do agree (or at least take the position) that if 160 members are present, the affirmative votes of 81members would be required to adopt any motion or to select a provider. I'm not so sure that voting must continue until a provider is selected. This appears to me more like a motion to fill in a blank with the choice being between company A and Company B. It might well be that the membership does not want either company or does not want a new provider at all. I don't agree that they MUST choose a company (although there could be consequences such as the termination of telephone service or cable television service if they don't choose one by a certain deadline).
  9. Well, the meeting SHOULD have minutes. You want to make a bet on whether it actually does?
  10. I can't speak for SaintCad, but I was thinking along the lines of a member moving to amend the agenda at the beginning of the meeting to add an agenda item for nominations from the floor immediately prior to the election. If the chair rules the motion out of order (or in order), it could be appealed and settled at that point, early in the meeting. That way the members would have at least some amount of notice that floor nominations will be permitted. An equally acceptable (or perhaps more appropriate) time would be when someone tries to make an actual nomination from the floor as Josh suggested.
  11. And I agree that the adoption of the agenda would be a good time to bring it up. Not the only possible time, but a good time early in the meeting.
  12. I am going to disagree with most (or maybe all) of my colleagues who have posted in this thread. I think this is a matter of bylaws interpretation as to whether the only method of being nominated for office is to be nominated by the Board Development Committee (not a nominating committee as such). Here is the wording of the relevant bylaw provision according to the original poster: (Emphasis added and portions of original post omitted): It seems to me that the highlighted bylaw provision could well be construed as a qualification for office, i.e., being nominated by the Board Development Committee (not the nominating committee). We are all well aware that bylaws often can and do provide an exclusive method of being nominated for office. I believe this is one of those instances.... or that it certainly creates a question of bylaws interpretation as to whether the bylaws intend that being nominated by that particular committee constitutes the only method of being nominated. If so, that provision certainly trumps the provisions in RONR about taking nominations from the floor. The quoted provision says that candidates "SHALL be nominated by the Board Development Committee. That is quite different from saying, for example, that a "nominating committee shall nominate at least one candidate for each position", etc. Such wording does not foreclose other nominations, such as from the floor. In this case, per the bylaws, the ONLY way to be nominated is to be nominated by the Board Development Committee. I don't think that those of us contributing on this forum can say with certainty that this organization MUST accept nominations from the floor based on the unque bylaw provision. I think it is up to this society to interpret its own bylaws on this issue. That can be done first by a ruling of the chair and then an appeal of his ruling.
  13. Unfortunately, RONR does not provide the kinds of details you are looking for as to how to force the president to call a special meeting when one is requested by the required number of members. The president SHOULD promptly call the special meeting, of course, but based on your bylaw wording (if you quoted it correctly) the five members cannot themselves call the meeting but must ask the president to call one. If the president fails to carry out one of the responsibilities of his position, he may well be subject to censure and/or disciplinary procedures up to and including removal from office and expulsion from membership. Those options are covered in the 26 pages of Chapter XX, Disciplinary Procedures, in RONR. You might also look at FAQ # 20 regarding removal from office.
  14. J.J., I agree and almost said as much but decided to stick with the "special meeting" scenario that guest Blong seems to think is what happened. However, I suspect he might not be aware of what an "adjourned meeting" is and that the the meeting was not simply "canceled" (guest Blong's term) or adjourned, but adjourned to meet again at the call of the chair. Guest Blong, setting an adjourned meeting is one of the four things that can legitimately be done at an inquorate meeting. See pages 347-348 in the 11th edition of RONR. An adjourned meeting is described in more detail on pages 94-95. It is also mentioned in many other places in the book. The motioin "Fix the Time to Which to Adjourn is covered extensively on pages 242-246. Looking at Guest Blong's original question and his follow up responses, I don't think that setting an adjourned meeting is what happened, but it is possible. Setting an adjourned meeting is also something guest Blong and his organization might keep in mind next time a quorum fails to show up for an important meeting.
  15. If your bylaws don't say anything about special meetings and if RONR is your parliamentary authority, then you cannot have special meetings at all. Are you sure your bylaws don't say anything about special meetings? Edited to add: your bylaws might not refer to them as special meetings. The bylaws might say something to the effect that "the president may call meetings upon giving 10 days notice to the membership" etc. Just out of curiosity, do your bylaws say anything about regular meetings of the society?
  16. What exactly do your bylaws say about special meetings, who may call them, and how much notice is required?
  17. Why do you think the board was obligated to hire the vendor?
  18. Do your bylaws say ANYTHING about terms of office? Such as, "Officers shall serve for one year or until their successors are elected"? Nothing? Are you sure?
  19. You ask, "What is the proper course?" She can submit a resignation or she can elect to continue to serve as treasurer. She cannot be forced to resign. She can be ASKED to resign, but she can also decline. If a member believes she can no longer fulfill her responsibilities as treasurer, and if the society agrees, she can be removed from office. The procedure for doing that depends primarily on EXACTLY what your bylaws say about terms of office. See FAQ # 20 for more information.
  20. "Too bad. You're out. We have a new Vice President. If you don't like it, sue us." And I would be tempted to add: "And if you keep complaining about it, we will start disciplinary procedures to expel you". btw, I don't think the failure to insist on a written resignation constitutes a continuing breach. But, if the member wants to raise a point of order at a meeting that she did not resign and is still the vice president, I feel fairly confident that the chair will rule against her and that the chair's ruling will be sustained on an appeal.
  21. I would say, "Too bad. You submitted a resignation and abandoned your duties, and we accepted your resignation. We have a new vice president now". I do agree that it COULD be treated as a Chapter XX dereliction of duties, but I don't see any need to get into the complex Chapter XX disciplinary procedures in a case like this.
  22. Now that I am at a computer and have both a hard copy and the CD ROM version of RONR available, here is what RONR says at the top of page 291 about resignations: "If a member who has accepted an office, committee assignment, or other duty finds that he is unable to perform it, he should submit his resignation. A resignation is submitted in writing, addressed to the secretary or appointing power; alternatively, it may be submitted during a meeting either orally or in writing.* By submitting a resignation, the member is, in effect, requesting to be excused from a duty. The chair, on reading or announcing the resignation, can assume a motion "that the resignation be accepted." The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted. " I tend to agree for the most part with SaintCad that the "answering machine" resignation was not a valid resignation to start with. However, i do still maintain that when considered along with other circumstances indicating that the vice president has tendered a resignation, such as repeating the statement to others and abandoning (or never undertaking) the duties of the office to which she was elected, the society can take the position that she has indeed submitted a resignation and the society may accept the resignation at a meeting of the appropriate body for accepting a resignation.
  23. In my response above, I initially added that RONR seems to provide that a resignation should be in writing unless made verbally in a meeting. However, I did not have RONR at my fingertips and was not able to provide a citation so I deleted that statement before posting my comment. RONR does not actually say that a verbal resignation left on an answering machine is not valid, but that might well be the effect of the provisions in RONR. I think that the assembly might well consider the answering machine message to be a resignation if the officer says or does something else to reinforce it such as saying the same thing to another member and failing to perform any of the duties of the office. At some point, as a practical matter, the society would be justified in taking the position that the officer has tendered a resignation.
  24. Guest Mike, not only is the 2 to 1 vote a majority vote, it is also a two-thirds vote since there are twice as many yes votes as no votes. As stated in the answer to FAQ # 6, abstentions don't count and don't affect the result one way or the other.