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Bruce Lages

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Everything posted by Bruce Lages

  1. Minutes of Special Board Meeting

    The board will need to approve the minutes of this special meeting, which is typically done at the next regular board meeting. If it is your practice to email the minutes to all board members before the next meeting, then that it what should be done in this case. Your statement that members were not allowed to attend this special meeting suggests that it might have been conducted in executive session, meaning that what was discussed is not divulged to non-members, and what actions were taken are revealed only as necessary. If that is the case, it wouldn't hurt to remind the board members of this restriction when sending out the email of the minutes.
  2. Changing election procedure

    The general body can certainly establish the hours that the polls will be open, and those hours do not have to coincide with the meeting time. That decision will have to be made at a meeting, however, although perhaps, depending on the structure of your organization, your board could set those hours at a board meeting if the general body only meets infrequently. Note, though, that the announcement of the election results will need to be done at a general body meeting with a quorum present, unless your rules provide otherwise, or you adopt a special rule of order allowing the results to be posted outside of a meeting. edited to add: If you choose to have voting take place outside of meeting hours, you will need to use written ballots only.
  3. Exceptions

    I think you have to be a little careful with your wording here. As stated above, the Committee can certainly recommend things that conflict with the assembly's rules; they cannot approve those changes on their own, unless granted that power. Stating that they "cannot recommend to approve anything..." muddles the situation unnecessarily. Likewise - Yes, but if the assembly can rescind or amend its rules, it can therefore amend them to grant exceptions - unless the authority to do this is given in the bylaws to the dean exclusively, or unless what constitutes an 'exception' has a very narrow definition.
  4. Election of Officers

    Nominations are opened for each office separately, in the order the offices are listed in the bylaws. No second is necessary, although seconds are frequently given. RONR notes on p. 435, ll.27ff, that some organizations hold nominations for all offices before proceeding to elections, while others conduct nominations, followed by election, for each office in sequence. Your organization is free to develop rules for either method.
  5. Special Meeting Minutes Requirement

    I believe that the written notice as posted would not be sufficient to satisfy the RONR requirement that notice of a special meeting must describe the specific business to be transacted, in this case the removal of the president. However, as Mr. Huynh pointed out, the president's resignation and the subsequent election of new officers has resulted in the desired result being achieved. I'm not sure that anything can be done to reverse these actions at the moment, unless you want to start this process of removal without cause all over again.
  6. Running unopposed

    I concur with Mr. Katz that to be in good standing seems to require only that the probationary period be completed and dues are paid. I don't see anything in the excerpts you've posted that relate being in good standing with the duties listed in Article V. In addition, the conflicting statements about Life members' right to vote do not appear to be resolvable using the interpretation principle of specific vs general provisions. As both Mr. Katz and Mr. Brown have made clear, your company is going to have to resolve this issue itself, either through a ruling by the chair and appeal (if necessary) in the short term followed by amending the bylaws to remove the ambiguities, or amending the bylaws before the election if that is possible.
  7. Term Limit of Officer

    Do I presume correctly that the board elects the president and vice president?
  8. membership decisions

    Only if the bylaws grant then that power. And that would appear to be a rather unusual power to be given to the Executive Board, at least in general terms. It is more common for the bylaws to grant the board exclusive authority over some aspects of the society's business, and I am only aware of one instance, in our own organization, where the bylaws grant the board the right to overrule a membership decision in one specific area of operation. If the bylaws do not grant the board exclusive authority, then the usual situation is that the general membership may overrule an action of the board.
  9. Chair Persuaded by Appeal

    Presumably, by withdraw his ruling you mean that the ruling is actually reversed from what it was originally. I only ask because of the precedent that is set by the chair's ruling on a point of order (p. 251, l.29)
  10. That should be a 2/3 vote - to suspend a rule of order. Forget the majority vote with notice and the majority of the entire membership part.
  11. Yes, I believe you could do that, since the bylaw rule specifying a majority vote is in the nature of a rule of order, dealing with the transaction of business in a meeting. But it will take more than just a majority vote to accomplish this because you will be suspending that bylaw rule. A motion to suspend the rules requires a 2/3 vote, a majority vote with previous notice, or an affirmative vote of a majority of the entire membership.
  12. Bylaws, Membership Dues

    I think the membership's recourse here is to either: 1) amend the bylaws to be more specific about the method for sending notice, if that's what is desired, since the term 'regular mail' could be (and apparently is being) interpreted in more than one way. If they want to be notified by postal mail, then that's the wording that should be used; or 2) amend the bylaws to remove the words 'via regular mail' so that the requirement to 'send to each member...' can be accommodated with RONR's prescription as given on p. 89, ll. 16-22: "When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a) by postal mail to the member's last known address; or b ) by a form of electronic communication such as e-mail or fax, by which the member has agreed to receive notice.
  13. Changing Bylaws to add co-chair

    Once the motion to amend the bylaws is adopted, you'll have to have an election - after giving prior notice - to fill the new position in the same manner that you filled it the first time; that is, unless you include some other method in the amendment. It wouldn't necessarily have to be at the next regular meeting if you have the ability to call special meetings. And even though it wasn't your question - few if any of the regular responders here think that co-anythings is a good idea.
  14. Illegal election

    Based on the quote from your bylaws, it's not in order at all. Beyond that major transgression, elections always require prior notice (unless the date is established in the bylaws, as your is) so simply announcing "we're going to have the election tonight" will always be out of order. While an election can be postponed to an adjourned meeting, a special meeting or the next regular meeting (if within a quarterly time interval), I know of no legitimate means of moving an election to an earlier meeting than the one stipulated by rule.
  15. Electing someone to office who does not meet the qualifications for that office as expressed in the bylaws would constitute a continuing breach that will continue as long as that person holds the office. That means that a point of order could be raised at any time that the person is, in fact, not in office. You seem to want to avoid such a situation, which is a good idea. If your bylaws actually do allow the eligibility requirements to be waived by a unanimous vote, that would seem to provide you with a short-term solution and allow you to at least elect officers in your upcoming election - assuming every member in attendance is in agreement. For the longer term, it appears that you need to get busy amending your bylaws to provide for more workable eligibility requirements, if everyone agrees that these requirements are the problem.
  16. I would just like to clarify one point from your initial post. You said: In fact, it is not necessary to go through the procedure of suspending the rules and removing the chair to have an appeal that is not dilatory placed before the membership. On p.650-651, in the section entitled "Remedies for Abuse of Authority by the Chair in a Meeting", RONR makes it clear that if the chair ignores a properly-raised appeal, the initiator of the appeal can repeat the appeal two more times (with a second each time) and then put the appeal to the assembly himself.
  17. Statement of Appreciation

    If this statement of appreciation is to be an act of the board, then yes, it will require agreement by at least a majority of the board present at a meeting. But you can probably do this without a formal vote if all board members are in agreement with it. I would suggest that a board member contact the other board members privately outside of a meeting and see if most or all of them are in agreement to this recognition and prepare such a statement. Then, at a board meeting, that member (or any member, actually) could seek unanimous consent to present the outgoing chair with the statement.
  18. Parliamentarian

    To include a parliamentarian in its deliberations? Yes, but RONR strongly suggests that the president (or presiding officer) should be free to choose a parliamentarian, since his primary role is to advise the presiding officer. See pp. 465-467 for RONR's discussion of parliamentarians and their role in organized societies.
  19. Voting on Corrections to the Minutes

    If you're thinking that this is a two step process - first suspend the rule, and then move to strike the tellers' report by a majority vote - that is incorrect. The motion would be stated as "I move to suspend the rules and strike the tellers' report from the minutes..." (p. 262, ll. 1-4). And if your goal is to permanently remove tellers' reports from all future minutes, that would require adopting a special rule of order. Having said that, I think Mr. Mervosh's point above is well taken.

    I'll try to respond to each of your questions separately: Can a past President resign from a Board position he never was elected to where not covered by the by-laws? Yes, it is certainly possible to resign from a non-elected position. A resignation is a request to be excused from a duty, and someone in a non-elected position can decide that he no longer wishes to fulfill that obligation, and so inform the body, in this case the board. Can the President of an organization appoint a past President who is no longer on the Board to serve the remaining term on the Board of a past President who allegedly resigned two years ago ? I think this very well may come down to a bylaws interpretation by your organization. Having said that, however, I suspect there might be consensus from the regulars on this site that, because of the unique qualifications for these PP positions, it is not possible to appoint someone else to fill a vacancy in one of these positions. No other past president will have the specific qualifications to hold the position other than the person who resigned, especially one who is no longer eligible to hold one of these positions. Can the Board approve this if the President cannot? If the vacancy cannot be validly filled, then neither the board nor the president can act to fill it. If it comes down to a bylaw interpretation, then that will be up to your organization to sort out. Finally, you can certainly avoid this whole mess by heeding Dr. Stackpole's advice above regarding 'official' PP positions on the board.
  21. Plumbing issues

    I suspect your recourse is going to be more legal than parliamentary.
  22. Retro-activily change a By-Law Rule

    The example of a bylaw amendment legislating an officer out of his office is one where an adopted bylaw, at the time of its adoption, has an immediate effect that occurs before the end of a current term of office. But does RONR prohibit an organization from adopting a bylaw amendment in June, say, raising the dues and making the amendment retroactive to Jan 1? or even earlier?
  23. Effective Date for Term of Office

    According to RONR, it's neither. The newly adopted term of service would take effect as soon as it is adopted. If you want the change to take place at some other time, you need to either write that provision into the bylaw amendment, or adopt a proviso at the same time as the amendment, stipulating that the amendment will not take effect until whatever time or condition you chose.
  24. opposing votes

    Also, be aware that the only way to oppose a candidate is to vote for someone else. There should not be a yes/no type of vote for elections. Are you saying that the opposition to this candidate was in the form of 'no' votes?
  25. Rescinding votes

    If that's the only issue raised, I don't see any way that a re-vote would be valid. Not that it changes anything, but was this previous suspension not known before the vote was taken? The time to raise an objection to the candidate was during the nomination process - nominations are debatable.