Josh Martin

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About Josh Martin

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    Professional Registered Parliamentarian
  • Birthday 09/05/1986

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    Minneapolis, MN
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    reading, writing, video games, parliamentary procedure

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  1. It is ultimately up to your organization to interpret its own bylaws, but personally, I do not see how "vote on bylaw change" can be viewed as "reasonable notice." The purpose of a notice requirement is to give members enough information to determine whether they wish to attend the meeting. Notice that there will be some sort of change to the bylaws, but no information regarding the nature of the change, does not seem to satisfy that requirement. The robocall is more debatable. RONR would not permit it, but since your bylaws are so vague on the subject, it may well be acceptable. I would attack the vagueness of the notice rather than the form of it, since that seems to be the stronger argument. In the future, you should certainly amend the bylaws to clarify what is sufficient notice.
  2. Yes. The spot may not remain uncontested. Perhaps the society will choose to reopen nominations, or perhaps there will be write-in votes the second time.
  3. Yes, the bylaws may prescribe the quorum for the board. If no quorum is specified, the default is a majority of the board members (which would be 8 for your board, assuming you have no vacancies). If this is too high for your board, the society can and should set a more appropriate quorum in the bylaws, which could be expressed as a set number of members, or as a proportion of the number of members of the board (or a combination thereof). RONR suggests that the quorum be set at "as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions." (RONR, 11th ed., pg. 346) If you wish, you can even provide in your bylaws that the quorum shall be the number of members in attendance, as one of your members suggested. This would mean, however, that if only one board member shows up, he has the full power of the board... so I would not advise this course of action. The quorum requirement exists for a reason.
  4. Yes, but the difference is that the term "President" quite clearly refers to the President. The term "chair" however, when used in the context of a meeting, is ambiguous. It might refer to the regular presiding officer, or it might refer to the current presiding officer. Try changing the wording in your analogous example to "the Chair shall appoint all committees" and see if you think this is still an easy question.
  5. If that is what they want, then they certainly would need a bylaws-level rule. I am inclined, however, to take the OP at his word that the rule is intended to permit the society to postpone the election until suitable candidates can be found.
  6. The rule in RONR which provides that the chairman shall vote only if his vote would affect the result or if the vote is taken by ballot applies to whoever is presiding at the time. This rule does not apply in committees. The chair is free to vote in all cases in meetings of a committee. If a vote is tied, the motion fails. There is no tie-breaking vote. Your organization appears to have its own rules on this subject, and it is up to your organization to interpret its own rules.
  7. 1.) No, the Executive Committee may not authorize absentee voting, and the Executive Committee must make the decision itself at a properly called EC meeting, but there is nothing wrong with the EC seeking the opinions of the affiliate units before making its decision. 2.) Correct. Since this is isn't an official vote anyway (see above), however, I'm not sure that really matters.
  8. I would think so. Well, there may be advantages to placing it in the bylaws. Perhaps the society wants to have the ability to A.) postpone the election before it is actually pending and/or B.) postpone the election beyond the next regular meeting (or beyond a quarterly time interval).
  9. If there are lawyers and cease and desist letters involved, you need legal advice, not parliamentary advice.
  10. Yes, I don't think anyone is recommending that the society attempt to remove an officer without their knowledge, even if this may be technically possible.
  11. Well, I'm not sure. Is this "give them their meeting view" of yours based on the idea that an adjourned meeting was established? If so, I suppose we only disagree on the facts. If you are sticking with this view whether or not an adjourned meeting was established, then I think we have a much larger disagreement. My understanding of the facts is that there was no mention whatsoever of the new meeting until the day after the original meeting had adjourned. This seems to make it quite clear that this is not an adjourned meeting, and therefore, the new meeting is certainly null and void. If the bylaws are silent regarding special meetings, then the chairman has no authority to call a special meeting, despite his assertions to the contrary.
  12. No. He can't call the meeting at all. There shouldn't be any business items, because there is no meeting. Special meeting cannot be called unless your bylaws provide for them. If the assembly adopted a motion (perhaps by unanimous consent) to schedule an adjourned meeting at the call of the chair, then this is proper, and the agenda will indeed be the same as the previous meeting. But it doesn't seem like that is what happened. I imagine any board members who are not present at the later meeting, called on extremely short notice, may have a different view on the matter.
  13. All board members must be informed of all board meetings.
  14. I concur with your interpretation of RONR, but it will be up to your society to interpret its bylaws.
  15. No. For regular meetings (as opposed to special meetings), however, members only need to be informed of the time, place, and location of the meeting, not the business to be conducted. So an officer could theoretically be removed without their knowledge, if they fail to attend the board meeting and the subsequent membership meeting and no one tells them about the board's recommendation.