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Josh Martin

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Everything posted by Josh Martin

  1. If you are not a member of the executive board, you do not have a right to attend meetings of the executive board or to view minutes of the executive board,
  2. Authority to Un-appoint?

    I don’t know, providing that the term of office ends at two different times seems pretty ambiguous to me. I think considering intent is perfectly appropriate. On the other hand, now that I see how convoluted these bylaws are, I don’t know that I can fairly say that I can guess the intent of the society. How many terms do you intend on making up? If the board appoints a person, they can remove that person. That’s it. You can call it something else if you want, but the rules remain the same, and the rules for removing officers are in FAQ #20. I would advise they proceed by amending their bylaws into something more sensible. In the mean time, the board should interpret the current bylaws to determine whether the incumbent board member’s term has ended (I would tentatively suggest that it will end at the time of the board meeting, if it has not ended already). If it has not, I think you’re out of luck, as the fixed term language in your bylaws means that board members may only be removed for cause. Well, based on this, perhaps there is a reasonable basis for the assertion that the new board member’s term does not end until the swearing in. There is still some ambiguity, as the bylaws assume that this swearing in occurs at the first board meeting following the election, and makes no provision for what happens if this does not occur. Additionally, the bylaws also provide that the term of office is a fixed three years - there is no “until their successors are elected” or “until their successors take office” clause. So it could be argued that the incumbent’s term still ends, even if the successor’s term has not yet begun. So long as at is understood that this interpretation is to be based on what the board honestly believes to be the actual meaning of the bylaws, and not simply what happens to be convenient for the board, what you have gleaned is correct.
  3. A ballot vote would be taken, if the bylaws require it or if the assembly orders it. Members vote for the candidate of their choice on the ballot. Write-in votes are allowed. They don’t. When the bylaws provide that certain officers shall be elected, you have to elect someone to those offices. You can’t vote “no.” If you don’t like the person who is running, the only way to vote against him is to vote for someone else. Members could turn in a blank ballot if they wish, but this is treated as an abstention, not as a “no” vote, and will not be counted in determining the result.
  4. Board not being included

    The President, if a board member, has a right to be present at meetings of the board. If you intend to remove the President from office, see FAQ #20. Pretty much anything else would be handled as an ordinary main motion. It may be advisable to meet in executive session when discussing these issues.
  5. Bylaws interpretation

    Your bylaws provide that “membership in the corporation shall consist of all persons eighteen years of age or older residing in or owning property within the fire district.” This doesn’t seem relevant, since the corporation does have members. You would raise a Point of Order, followed by an Appeal if necessary, although I’m not certain that you are correct. Your bylaws do not require written notice, and the portion of the law you have cited refers to corporations without members (just a board), which doesn’t seem to apply to you.
  6. Resignation of board

    Then they would fill the vacancies, unless your bylaws provide otherwise.
  7. Authority to Un-appoint?

    Yes, but that might require formal disciplinary procedures, depending on the wording for the term of office. See FAQ #20. It is not yet clear to me that failure to attend the inauguration meeting means that the individual has failed to take office, but even if so, I do not believe this would mean that the term would be “ended automatically” or that the individual could be “un-appointed.” The individual could still be removed, as noted above. I disagree that the board member would have to be removed by the membership. The board elected this person, so the board can remove him. I agree, however, that the rules for removing officers still apply. This is not necessarily an option. Depending on the wording for the term of office, it may be that officers (including board members) may only be removed for cause. If it is in fact correct that the term is over, there is no need to remove him. Whether it is in fact correct that the term is over will be a question of bylaws interpretation for the society to decide. (I think that, regardless of whether it is over now, it will certainly be over at the next board meeting.) Then that is when the newly elected person will take office. Whether he is sworn in is immaterial. Even if the bylaws require an oath of office, this is not the same thing as the bylaws providing that a newly elected officer shall not take office until the oath can be completed. There is no “swearing in” or “seating” required by RONR in order to take office, and I am not yet convinced that your bylaws require this either. You previously stated that the bylaws provide “that the new EB will take their seats at the next EB meeting after the election.” This doesn’t seem to say anything about an oath of office, although the exact wording would certainly help. In my view, based on the facts provided, the incumbent is out of office, and the newly elected officer takes office, when the first board meeting is called to order, making all of these questions moot. If the organization disagrees, we have already cited the appropriate link for information on removal. I would think that “the balance of the unexpired term” governs. It would seem unlikely that the drafters intended for the office to be vacant between the time the election occurs and the time the newly elected officer takes office. I agree that the rule is ambiguous and this is ultimately a question of interpretation for this particular issue, although I don’t think this issue is relevant to this particular problem. It seems to me that the person appointed to fill the vacancy will certainly be out of office when the new term begins, and based on the facts posted so far, it seems to me that the new term begins at the next board meeting, regardless of whether the swearing in occurs at that time or at a later time,
  8. Votes cannot be taken by e-mail, unless the bylaws so provide, but the President also had no authority to cancel the event in the first place, unless the bylaws so provide. So the event is still on.
  9. Yes, if this was an official meeting of the board, to which the board member was invited but merely happened to be absent, he has a right to view the minutes. The minutes are merely a record of what was done, not what was said, so there should not be a concern.
  10. It seems to me that this will not be an official meeting of the board, since not all board members are invited, so there will not be any minutes.
  11. Voting Procedure

    I see. I misunderstood. In this event, formal disciplinary procedures will certainly be required, and those procedures must be conducted by the membership, unless the bylaws provide otherwise on these points. Since the question is about the board member’s participation, not the accused, no rule prevents him from attending the meeting or voting.
  12. Well, that solves that. Calling a meeting and calling a meeting to order are two different things. To call a meeting essentially means to schedule a meeting, and that has already happened. Calling a meeting to order is simply to officially “open” a meeting at the scheduled time. If the Secretary refuses to call the meeting to order, you, or any other member, may call the meeting to order and preside over an election for a Chairman Pro Tempore. The assembly can then proceed to accept the resignations of the President and Vice President. You can then proceed to fill the vacancies, provided that notice of this has been given. Special meetings may only be called if authorized in your bylaws. Since you have yet to provide any information on what your bylaws say about special meetings, I assume they say nothing on the subject, and therefore special meetings may not be called. It would seem, therefore, that you actually called an adjourned meeting, which the assembly always has the power to do.
  13. What, if anything, do your bylaws say about special meetings? For that matter, what do they say about regular meetings? Well, this suggestion may be somewhat premature, as we do not yet know that the President can call special meetings.
  14. I don’t know. Your organization adopted this rule. Ask them. If they refuse to nominate someone else, the only other option would be to write-in someone else. The bottom line is that you have to elect somebody. So the only way to not vote for this person is to vote for someone else. Your organization didn’t make up that rule. That’s in RONR as well. I agree.
  15. Voting Procedure

    If the disciplinary proceedings in question are following the full, formal disciplinary procedures in Section 63 of RONR, which are required if the bylaws provide that officers shall serve for a fixed term, or shall serve “and until their successors are elected,” the board member is permitted to be present during the trial itself, as he has a right to present his defense, but he must leave after the trial is concluded and may not be present for the discussion and vote on the question of guilt or the penalty. On the other hand, if the less formal disciplinary proceedings which involve a simple motion to remove the member, which are permitted if the bylaws provide that officers shall serve “or until their successors are elected,” then the accused has a right to be present throughout the entire proceedings. The accused should not vote, since he has an interest not in common with other members but he retains the right to do so. If the organization has customized disciplinary procedures in its bylaws, then this will be a question of bylaws interpretation, but it would generally be understood that the member has a right to attend unless the bylaws provide otherwise. The accused should not vote, since he has an interest not in common with other members but he retains the right to do so. See FAQ #20 for more information. Another important question - does the board elect its own members? If they are not, then the electing body (the general membership?) would be the body with the power to charge and try the member, unless the bylaws grant the board this authority. EDIT: Ignore all of this. I thought the board member was the one being disciplined. See my post below.
  16. I think there is some question as to whether “inability” and “unwillingness” are the same thing. Ultimately, this would seem to be a question of bylaws interpretation.
  17. elections

    One notable example is the 1924 election for the Democratic nominee for President of the United States, which took 103 ballots and 16 days. Elections for the Pope have often been even more extreme.
  18. If your bylaws require a 2/3 vote to leave, then a 2/3 vote is required. If the vote does not pass, then you stay. If a motion fails, the status quo continues.
  19. elections

    I have seen elections where members thought the same thing, but they started to change their minds around 2 AM or so.
  20. I don’t really understand what this “in limbo” is supposed to mean, but it is not correct in any event. After the vote is taken, the bylaws are either amended or they are not.
  21. Voting Procedure

    The US Senate does not use RONR as its parliamentary authority. Perhaps not, but RONR does give any member the right to demand that any papers presented to the assembly for adoption be read, in their entirety, before the vote is taken. See RONR, 11th ed., pg. 299. Or a member may demand that the papers be read.
  22. President elect/Ex-officio

    It is certainly correct that no rule in RONR makes an election null and void on the grounds that the member is under disciplinary suspension. In fact, nothing in RONR requires an officer to be a member of the society at all. Whether some rule in your bylaws would make this election null and void, and whether it is possible to remove an Honorary President from office, will be questions of bylaw interpretation for the society to decide.
  23. Based solely on this quote, the answer would seem to be a clear “no,” as the bylaws clearly provide that the “President, with the Treasurer, shall execute all contracts.” You have to follow your bylaws. There might be another provision elsewhere in the bylaws which will save you. The Vice President’s duties, for instance, may include a clause which authorizes the Vice President to carry out the President’s duties in certain circumstances. On the other hand, it may be that your only option is to remove the President from office (or persuade him to resign and accept his resignation), in which event the Vice President will become the President, solving your problem.
  24. Conflict when voting in an election

    I don’t believe any rule in RONR specifically requires it, but yes, I think that it would be prudent for her to do so.
  25. Motion in Conflict with Law

    I concur with my colleagues that the chair can not rule the motion out of order on the grounds that it conflicts with a non-procedural law, which it seems to me that the law in question is. As Mr. Katz suggested, an appropriate course of action to take instead would be for the chair to raise an Objection to Consideration of the Question. The purpose of this motion “is to enable the assembly to avoid a particular original main motion altogether when it believes it would be strongly undesirable for the motion even to come before the assembly.” (RONR, 11th ed., pg. 267) Similar to a Point of Order, the chair may raise this objection on his own initiative. The motion is not debatable, and the chair states the question on whether the motion shall be considered. If 2/3 of the assembly votes in the negative, the question is not considered. See RONR, 11th ed., pgs. 267-270 for more information. I do not think OTC can be made during the time that the member is making the motion itself, but it can be made immediately after. OTC can only be applied to original main motions. A motion to amend the agenda is an incidental main motion, and so it cannot be applied to the motion to amend the agenda. If OTC fails, it may be desirable for the Chairman to relinquish the chair so that he may speak against the motion in debate. I also concur with Mr. Goodwiller that seeking legal counsel would be highly advisable. Having a written opinion from a lawyer (or perhaps having a lawyer actually present) may help to persuade the members that the motion is in conflict with the law and that there would be severe consequences for the organization for violating the law.