Daniel H. Honemann

  • Content count

  • Joined

  • Last visited

Everything posted by Daniel H. Honemann

  1. I think what was quoted is a part of a sentence taken from a Section of Virginia's Nonstock Corporation Act, and that Mr. Rowe probably ought to be consulting a Virginia lawyer.
  2. This is an entirely different requirement than a requirement of a vote of two-thirds of the members present, which is what you have previously indicated was the vote required to approve the dissolution and the premise upon which previous responses to your questions have been based. As a consequence, all of my previous responses posted to this thread, having been based upon an erroneous premise, should be completely ignored.
  3. No, your bylaws do not follow Robert's Rules in this regard. The rule in RONR is that abstentions are not counted. Your bylaws, in effect, count abstentions as "no" votes. As far as the rules in RONR are concerned, no member can be individually deprived of his right to vote except through disciplinary proceedings. (RONR, 11th ed., p. 3, ll. 1-9) I think you will need a bylaw amendment to deprive individual members of their right to vote under specified circumstances.
  4. Mr. Smith, you have told us that your bylaws provide that "The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the Board." Nothing in RONR will change the fact that 3 is not more than half of 6.
  5. I thought that my initial post did answer the question with respect to the current status of the motion, and I do think that the other two are moot, or, as I said, will become moot very shortly.
  6. Maybe, maybe not. From what Mr. Rowe has posted, it would appear that his club has a number of rules which must be complied with before a motion of this kind can be introduced.
  7. It seems to me that what is most likely intended is that the effective date of a committee appointment will be the date on which the executive committee's approval of the President's appointment is ratified by the board. In other words, the approval process proceeds up the chain of command, and doesn't bounce around within it. But then again, if push comes to shove, I won't get to vote on it.
  8. The motion which was declared to have been defeated must be considered to have been validly defeated until such time as your club's membership determines that the vote was null and void (unless your club has some rule that specifically grants another body the authority to make such a determination). So if the questions you are asking aren't moot now, they probably will be within just a few days.
  9. In attempting to understand what is meant by "retroactive" in this connection, it may be helpful to look at General Robert's response to (c) in Q&A 58 on pages 429-30 of PL, and to Q&A 108 on pages 452-53.
  10. I'm pretty sure it isn't determined by reference to RONR.
  11. A bylaw amendment such as this has absolutely no retroactive effect. It may provide that, from the date of its adoption onward, certain persons shall be considered as if they had been members of A for three years, but this does not have the effect of actually making them members of A prior to its adoption.
  12. No, not on the grounds that it violates any rule in RONR.
  13. I suppose it's possible, since an organization's governing documents can provide for just about anything. What, exactly, did you have in mind?
  14. Guest Guest, assuming that nothing in your rules gives some entity other than your membership's assembly the authority to issue definitive rulings concerning the question you have raised, it seems to me that what will happen is something such as this: At your membership meeting next year when the election of officers would ordinarily occur, a point of order will be raised that an election should or should not be held, depending on what happens (or doesn't happen) at that time, the chair will rule on the point of order, an appeal will be taken from the ruling of the chair, and the question will then be resolved by your membership. Or maybe there will be an occasion to properly raise a point of order concerning the matter prior to that time, for example if a nominating committee is to be created. But in any event, it's your membership's assembly that will ultimately decide this question.
  15. Although not an exact quote, I think this is taken from RONR, 11th ed., page 14, lines 18-22.
  16. At the next meeting, all members in attendance may vote.
  17. Such a motion to censure is a debatable motion, and so, if the person who is the subject of the motion is a member of the assembly considering it, he is entitled to speak in debate on the motion. Other than that, there is no requirement that a person who is the subject of a motion to censure be given an opportunity to speak in his own defense .
  18. You're absolutely right. I'm afraid that I had completely forgotten about the fact that Mr. Brown had introduced the possibility that there may be some applicable statute which must be taken into consideration. Such a statute might give the board blanket authorization to act by unanimous written consent (including by electronic transmission), which would put an end to the matter. However, such a statute might grant such authorization only if such voting is not prohibited in the bylaws, as Mr. Brown suggested. In this case, if the bylaws adopt RONR as the organization's parliamentary authority using language such as that recommended on page 580 (and especially if the language suggested in the footnote on that page is included), the rule found on page 423, lines 17-23, prevents voting by e-mail. This is because the intent, and therefore the effect, of including the suggested parliamentary authority language into the bylaws is to incorporate the rules in RONR into the bylaws as a part thereof. This is, of course, the reason why RONR says what it does on page 429, lines 10-14. I think this is very sound parliamentary law. I also happen to think it is sound contract and corporation law as well, but I agree with you that this is the sort of question which can't be resolved here. In an excess of caution, I will note that bylaws can be written in very different ways, and I don't doubt but that there will be particular instances in which the bylaws, even although they adopt RONR with the recommended language, when read in their entirety evidence an intent that the rules in RONR should not be regarded as being incorporated into the bylaws as a part thereof.
  19. A resolution is simply a motion which begins with the word "Resolved". I bet if you go to your bank and ask for the form of banking resolution (or resolutions) they request be adopted by your board they will give you one. This resolution (or resolutions) should be adopted by your current board.
  20. I'm afraid you've lost me here. I didn't think those two quotes were related in any way to the existence or nonexistence of any statute.
  21. So the majority decides to make up their own rules. Good luck with that. I really don't understand what point, if any, you're trying to make.
  22. RONR says that no vote is taken on approval of the minutes. Once all corrections (if any) have been made, the chair simply declares that the minutes are approved.
  23. I suppose that's in the deluxe edition. It's on page 16 in mine. And by the way, this footnote isn't actually the statement of a rule so much as it is a statement of fact. What it says is simply true, and it was true even before the footnote was added in the 11th edition for purposes of clarity.
  24. I don't know exactly what you mean when you say that what happens is that there is an "objection" and the chair's declaration is overruled. Someone simply saying "I object" when the chair properly declares a sole nominee elected doesn't mean anything, and won't prompt a vote of any kind. But in any event, I certainly don't know what happened next - I wasn't there. Hopefully the assembly managed to fill the office somehow or other.