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Richard Brown

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  1. Pursuant to the rules in RONR, yes. Proposed bylaw amendments are debatable (and amendable) just like most other motions. There are limits, however, as to the extent to which proposed bylaw amendments may be amended.
  2. Yes, I think you've got it! I'm a little concerned about your comment that some of the bylaw language you quoted is actually your language. Still, I am assuming that your bylaws do in fact require a 51 percent affirmative vote of some block of members to amend the bylaws, rather than a majority vote. It's not the same thing, although in some cases it might work out to the same thing. In other cases, it will NOT work out to be the same. I would suggest that the next time the bylaws are amended, an amendment should be considered to change the requirement of a "majority of fifty-one percent" since that is NOT the definition of a majority vote. I'm also concerned about the language "from the pool of actual (qualified) voter participants". What exactly does that mean? Is that the actual bylaw language? If not, please be so kind as to give us an exact verbatim quote of the actual bylaw language regarding the vote required to amend the bylaws. I share Mr. Martin's concern about how the president and his supporters can prevent the membership from considering bylaw amendments, but I suppose that is for another discussion. One final point: The easy way to determine whether a two-thirds vote has been achieved is that if there are at least twice as many YES votes as NO votes, you have a two-thirds vote. No need to do complicated math or deal with franctions. If there are twice as many yes votes as no votes, it is a two-thirds vote (or more).
  3. I think Mr. Honemann and I were discussing slightly different things. I was assuming, and I think the OP confirmed, that the chairman wants to adopt a permanent standing rule limiting debate to five minutes per member. My comments described how to adopt such a permanent rule. To do that requires, as I stated, either previous notice and a two-thirds vote or, in the alternative, the vote of a majority of the entire membership. 2:22 RONR (12th ed.). In this case, it would be the membership of the board, assuming the board is adopting the rule. Such a rule can be adopted by the board only if the bylaws permit the board to adopt its own rules of procedure. In the alternative, the membership itself can adopt such a rule. it appears that Mr. Honemann was explaining how the board can get around that limitation by adopting a motion to limit debate on a case-by-case (or meeting-by-meeting) basis rather than adopting a permanent special rule of order. I agree that a motion to limit debate on a specific motion or a series of motions or even for an entire meeting is possible using the method he described, namely, an ordinary two-thirds vote. That would not adopt a permanent special rule of order, but just a rule (or order) limiting debate on a particular motion, or several motions, or even for an entire session (meeting). It would be equivalent to suspending the rules. Such a motion or order can indeed be adopted by a two-thirds vote without previous notice, but not by the vote of a majority of the entire membership. For the benefit of the original poster, if this is a seven-member board and all board members are present and voting it would require at least five affirmative votes to adopt a rule covering one motion or meeting. If one member is absent or abstains, the two-thirds vote threshold would be reached with just four affirmative votes.
  4. What about 2:22 which provides that "Adoption or amendment of special rules of order that are separate from the bylaws requires either (a) previous notice and a two-thirds vote or (b) a vote of a majority of the entire membership." Why would the vote of a majority of the entire membership of the board not be a permissible alternative (provided the board has the authority to adopt such a special rule of order in the first place)?
  5. This is ultimately a question of bylaws interpretation. Does the provision that says "The chair shall appoint the parliamentarian" mean that the regular chair (who is likely the president or chairman of the board) gets to appoint the parliamentarian or that whoever happens to be presiding gets to select the parliamentarian? That is for the membership to interpret. There is also the question of whether the provision regarding the appointment of "the parliamentarian" refers to the appointment of a parliamentarian just for a particular meeting or for the duration of the chair's term. That is also a matter of bylaws interpretation. Regardless, I agree with Mr. Katz that 23:17 of RONR (12th ed.) states, "Before rendering his decision, the chair can consult with the parliamentarian, if there is one. The chair can also request the advice of experienced members, but no one has the right to express such opinions in the meeting unless requested to do so by the chair." Therefore, even if there is an official parliamentarian selected by the regular chair, it seems that the person who is presiding at the moment has the right to call upon an experienced member for advice.
  6. I am not sure I understand your question. It seems to me you are asking about adopting a special rule of order that limits debate at all meetings of the board to five minutes (either five minutes per member or five minutes per motion — you don’t say which. if that is what the president wants to do, it is the adoption of a special rule of order. If RONR is your parliamentary authority, then, pursuant to section 2:22 of the 12th edition, the adoption of a special rule of order requires either previous notice and a two-thirds vote or, in the alternative, the vote of a majority of the entire membership. if I have misunderstood your question, please try to clarify it a bit. Edited to add: by a 2/3 vote, we mean the vote of 2/3 of those members present and voting, excluding abstentions and members who are absent. It is only those who are present and voting that count, unless the rule is adopted by the vote of a majority of the entire membership of the board. In that case, if it is a seven member board, the rule could be adopted by four affirmative votes, which is a majority of the entire membership of the board.
  7. If I understand correctly what happened, I would raise a Point of Order at the next meeting that the action taken at the last meeting regarding the nominating committee is null and void because the chairman is not to serve on the nominating committee, nor is he to have anything to do with its selection and further that the committee is to be elected by the membership at the April meeting. If the chair rules that the Point of Order is not well taken, it only requires a majority vote to overturn the ruling of the chair. Note: I am assuming that you elect the members of the nominating committee. Your post does not make that clear. If that isn’t correct, please tell us what the correct procedure is
  8. Agreeing with Mr. Katz, I do not see this as an issue, at least not as a parliamentary one nor one concerning RONR. If it is an issue, it is a legal or internal one concerning your city council and city officials and is outside the scope of RONR and this forum.
  9. As far as selecting the official parliamentarian for the organization or for a convention, RONR says in 47:48 something to the effect that the chair should be free to select a parliamentarian in whom he has confidence. However, that is what we frequently describe as a “should rule” not a ”must rule” if you review the history of that rule, and particularly what general Robert says about selecting a parliamentarian in his book Parliamentary Law, published in 1923, that provision is intended to be guidance to the organization that it might be wise to include a provision in the organization’s rules regarding the selection of the parliamentarian which grants wide latitude to the presiding officer’s preference. It is NOT a statement that the chair has the absolute right to select the parliamentarian for an organization or convention.
  10. Guest Andy E, this is ultimately a question of bylaws interpretation, which is something that only the membership of your society can do. However, I can provide some insight and guidance for you. As I read your question, I think it is actually made up of two or three separate questions. The first question is whether the power to decide on violations of the bylaws is merely advisory or if the committee has the power to actually make binding or final rulings. Although most committees are only advisory, a committee can be created “with power” to execute its recommendations. RONR (12th ed.) §50:5. Otherwise, it has no authority to act independently for the society. RONR 50:4. Whether these bylaws grant that committee that power is a matter of bylaws interpretation. Based on what we have been told, the bylaws do not expressly provide that the decisions of this committee are final or self executing. My own interpretation is that the committee likely does have the authority to actually decide those issues, but it is the interpretation of your membership that counts. The bylaws do not make it clear that the decisions or opinions of this committee are "self-executing". That does not end the discussion however, as a second question remains, that being whether this committee has the “sole and exclusive“ authority to decide cases involving alleged violations of the bylaws or resolutions. This committee was created by and clearly seems subordinate to the membership, which would normally be the delegates assembled at a convention. There is nothing in the bylaws language creating the committee or describing its powers which indicates that the committee has been given the “sole and exclusive“ authority to decide questions of violations of the bylaws and resolutions. The ultimate authority to interpret the bylaws in a not for profit membership organization resides with the membership, unless that power is expressly granted to some other body in the bylaws. I do not see where the quoted provisions of the bylaws grant this committee the sole or exclusive authority to decide questions of violations of the bylaws and resolutions. In my opinion, this authority of the judicial committee to decide questions of violations of the bylaws and resolutions is, at best, co-extensive with or shared with the membership, which seems to consist of the delegates assembled at a convention. Since the membership is the superior authority, the membership would have the ultimate authority to interpret the bylaws and to overturn or modify decisions of the judicial committee with which it disagrees. For those same reasons, the judicial committee would not have the authority to overturn or modify any action taken by the membership. RONR (12th Ed.) 49:7. She also official interpretation 2006–12 on the main Robert’s Rules website. The following discussion from 2023 regarding the bylaws language necessary for a grant of exclusive authority seems very enlightening and applicable to this situation. https://robertsrules.forumflash.com/topic/42815-how-to-place-matters-exclusively-under-the-control-of-board-in-bylaws/
  11. I agree and would add that I do not believe it is necessary to mention the "quorum vote" or "head count" in the minutes, but doing so would not be improper, either. It would also be permissible to state something to the effect that "Only five members were present, so the meeting was adjourned at 8:35 pm due to the absence of a quorum".
  12. This is ultimately a question of bylaws interpretation, something only the members of this organization can do. However, I agree with @Atul Kapur that the bylaws can be construed as interpreting the articles to the effect that the term limit provision in the articles of incorporation applies only to election to the board by the membership, and not to appointments by the board to fill vacancies. Such an interpretation does permit effect to be given to both provisions.
  13. I concur with Mr. Martin's response. The procedure provided for in the bylaws appears to take this particular disciplinary matter out from under RONR's default disciplinary and trial provisions in Chapter XX. I agree that the member may be removed (or "disqualified") from membership by means of an ordinary main motion without notice. Giving notice might be prudent and help to ward off a claim that the member was denied due process, but in my opinion, notice is NOT required.
  14. I agree with JJ, but I am going to take a slightly different approach. Forget all this business about executive session. Nothing has been said to indicate that this committee is meeting in executive session. Let’s assume it is an ordinary committee meeting. Mr. Esman is taking the position that all committee deliberations are confidential regardless of whether the committee is in executive session I Disagree strongly. If a committee is meeting and I, as a nonmember of the committee, happen to be present during the deliberations or perhaps just overhear the deliberations from another room, in either case, those committee negotiations are not confidential, and I am quite free to go to lunch with a friend or another member of the organization and tell that friend everything that was said during the committee meeting. What was said in the meeting is not confidential unless it was in an executive session. Committee meetings or deliberations are not deemed to automatically be in executive session by RONR. Edited to add: The same thing would apply if I were a member of the committee that was meeting and deliberating. Once the meeting is over, I would be perfectly free to go to lunch with a friend or another member of the society and tell that person about everything we discussed in the committee meeting.
  15. This question comes up, fairly often and @Gary Novosielskiprovided a very good and concise explanation of how it works and how to determine whether the president who has resigned remains a member of the board.
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