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Josh Martin

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About Josh Martin

  • Birthday 09/05/1986

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    Minneapolis, MN
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  1. The entire resolution. There is no mechanism to declare just part of a resolution null and void. The organization is, of course, free to adopt a new resolution which is not in conflict with the constitution. I think the best solution to this problem would be to draft a new resolution which does not include the parts that are in conflict with the constitution. At the next meeting, the chair can rule the resolution null and void and, immediately thereafter, the assembly can adopt the new resolution. In the interim, the constitution is controlling with respect to all conflicts between the constitution and the resolution.
  2. Thank you. Then it would appear that the bylaws may be amended by 51% of the "pool of actual (qualified) voter participants," whatever that means. Nonetheless, the rules for adopting a special rule of order remain the same as I have described. While it would appear the bylaws provide that the bylaws may be amended by a 51% vote of the "pool of actual (qualified) voter participants," it does not seem the bylaws redefine the meaning of the word "majority" generally, and therefore, the term will have its ordinary meaning of "more than half" in other contexts. Yes, I think you have it right.
  3. Nowhere. In the absence of anything in your School Board's rules or applicable law on this matter, your School Board is free to place this wherever it wishes on the agenda.
  4. Well, no. To be clear, the board cannot adopt a special rule of order in this matter. The full membership of the association may do so if it wishes, which would require a 2/3 vote, with previous notice, or a majority vote of the entire membership of the association. The association could adopt the limit directly, or could authorize the board to adopt its own rule in this matter - the same vote is required in either case. This is the only manner in which a permanent change can occur. Unless and until this occurs, the board could adopt limits on debate, but: This would require a 2/3 vote. Such limits would be in effect, at most, for the duration of the current board meeting, and would need to be adopted again at the next board meeting. The requirement to adopt a motion to Limit Debate for a particular meeting, or a portion thereof, requires a 2/3 vote, not necessarily 2/3 of the entire board. That is, it requires a 2/3 vote of the board members present and voting. To the extent that all seven board members are present and all seven board members vote on the matter, five votes in the affirmative would be required. But suppose, for example, at a particular meeting one of the board members is absent. In such a case, even if all six board members present vote, four votes would be sufficient to obtain a 2/3 vote. (It is also possible that board members could abstain on the motion to limit debate, but this does not seem likely under the circumstances described.) This would be a special rule of order, not an amendment to the bylaws, so the organization's resistance to amending the bylaws doesn't necessarily matter. Such a rule may be adopted by a two-thirds vote, or by a majority of the entire membership. I would note that because the phrase "two-thirds vote," when unqualified, refers to two-thirds of the members present and voting, this may well be less than a majority of the entire membership. Suppose, for example, that the entire association has 100 members, and there are 60 members present at a particular meeting. In such circumstances (assuming all 60 members vote, and there are no abstentions), a 2/3 vote would be 40, and a vote of a majority of the entire membership would be 51. I am also curious as to your reference that the bylaws define a majority as "51%." Do the bylaws actually say that exactly? Under RONR, a majority is simply "more than half," not "51%." To the extent your bylaws in fact define a majority as 51%," that would take precedence over RONR - although unless the assembly is very large, this will not make much practical difference.
  5. Yes. No. The motion to Amend would be used to change the language of the bylaw amendment itself. In order to refer a motion a committee, the appropriate motion is the motion to Commit or Refer.
  6. As I understand it, the "Chair Positions" in question are defined in your bylaws, specifically, in Section 5.09. As such, the only way to formally consolidate these positions would be to amend the bylaws, and your bylaws require that this be done by the board. "These bylaws may be amended at the first annual board meeting of the organization by a two-thirds vote of the board present and voting." (Bylaws, Article XV) Unless and until these positions are formally consolidated, however, it's entirely permissible to appoint a single person to hold both positions, unless something in your bylaws provides otherwise, and I see nothing in your bylaws which provides otherwise. As to who makes that decision, I'm not entirely sure, because your bylaws seem somewhat inconsistent on who appoints these positions, suggesting at various places that they are appointed by the full board, by the board officers, or by the Chair of the Corporation. So it will be up to your organization to interpret its own bylaws, and in the long run, the bylaws should be amended for clarity. "The chairperson of each Standing Committee shall be appointed by the board and approved by vote. The term of a committee chair is one (1) year. When a chair position becomes vacant before the end of a term, the board appoints a person to fill the position for the rest of the term." (Bylaws, Section 5.01) "Standing Committees and Chairpersons shall be determined by the Board Officers for each Calendar Year." (Bylaws, Section 5.02) "The Chairman and Vice Chairman of each committee shall be appointed by the Chair of the Corporation or his or her designee." (Bylaws, Section 5.05) Finally, in regard to your question of "a vote among the board as a whole; including all of the chair members," I'm not sure that your board does, in fact, include the committee chairs as members. So far as I can tell, the board consists of the officers (President, Vice President, Secretary, and Treasurer) and the Directors. Indeed, the bylaws appear to specifically provide that while the committee chairs are required to attend board meetings "as requested", they are not board members (unless, of course, they happen to be a board member due to holding some other position). "Standing Committee Chairpersons shall attend board meetings as requested, and must attend all General Meetings of the Organization in order to give reports for their committee. Committee chairs do not have voting privileges for the Board of Director votes." (Bylaws, Section 5.01) (It does appear that committee chairs are given temporary voting rights in some very limited circumstances, but that does not seem applicable here.)
  7. Yes, and as I said, perhaps we have different understandings of what the purpose of the motion was. I can think of two possible interpretations of what was intended by this motion. That the motion was intended as an instruction to the City Attorney and County Attorney to attend the meeting in question. (I'm not sure how a City Council believes it could instruct the County Attorney, but that's a separate issue.) Under this interpretation, it would seem to me that if these persons failed to attend, the council may be rather upset with the attorneys, but it's not clear to me it means the meeting should be adjourned. That the motion was intended to provide that the meeting would not be held unless the City Attorney and County Attorney attended the meeting in question. That is, the motion was intended as an instruction to the council itself, rather than as an instruction to the attorneys. (I also suppose these two purposes are not mutually exclusive.)
  8. I should add that since I believe the OP's primary experience is with conventions, it has been my experience that some conventions will adopt a convention standing rule prohibiting the use of Reconsider and Enter on the Minutes.
  9. I appreciate the clarification. So the most that a subordinate board could do to limit debate on a permanent basis, without authorization from the parent assembly, would to decide to enforce the ten minute limit applicable in ordinary assemblies, since the board may determine whether (and to what extent) it shall utilize the small board rules.
  10. First, and most importantly, don't do either of these things for committee reports, except in some rare circumstances. Generally, you should either be adopting motions to implement the recommendations contained in the report, or if the report is for information only, you don't need to do anything. In the rare circumstances where you would adopt a committee report in its entirety, use "adopted." See RONR (12th ed.) 51:11, 51:13-16, 51:53. It's also "adopted" for motions. "In general (that is, as applying to main motions and other types of motions explained in later chapters), the chair's announcement of the result of the vote includes the following: 1) Report of the voting itself, stating which side “has it”—that is, which side is more numerous—or, in the case of a motion requiring a two-thirds vote for adoption, whether there are two thirds in the affirmative. If the vote has been counted, the chair first gives the count before announcing the prevailing side. 2) Declaration that the motion is adopted or lost." RONR (12th ed.) 4:43 And it's "approved" for minutes. "The minutes of the last meeting were read and approved as corrected." RONR (12th ed.) 48:8 I don't know what "and such" refers to, but it's most likely "adopted" for that as well. Minutes are the odd one out. There's also the question of whether an annual convention should be approving minutes. "Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. The fact that the minutes are not read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see 48:15)." RONR (12th ed.) 48:12
  11. It depends somewhat on whether the goal here is: 1.) To establish a limit of five minutes in debate per speech for just one meeting, or a portion thereof. 2.) To establish a limit of five minutes in debate per speech for all meetings. In Scenario 1, the motion requires a 2/3 vote for adoption. In Scenario 2, the motion requires a 2/3 vote with previous notice or a vote of a majority of the entire board without notice. So yes, four votes in the affirmative would be sufficient, in a seven member board, to adopt a rule limiting speeches in debate to five minutes. It must be noted, however, that the motion to establish this rule is itself debatable, and the limitations the rule imposes will not be in effect unless and until the rule is adopted. The relevant citations on this matter include RONR (12th ed.) 2:16, 2:22, 10:5, Section 15, 43:8. But the rule on this subject reads as follows: "In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly. Such permission can be given by unanimous consent (4:58–63), or by means of a motion to Extend Limits of Debate (15), which requires a two-thirds vote without debate." RONR (12th ed.) 43:8 My understanding of the additional language at the start of this sentence was to provide latitude for subordinate boards to adopt a special rule of order limiting debate. Such a rule does not conflict with RONR, because the rule itself provides for the adoption of a rule of order superseding it. Well, yes, but apparently the issue here is that four members of the board support adopting this rule, and three members of the board do not. And adopting such a rule for a single session, or for a portion thereof, will require a 2/3 vote. So I'm inclined to think that under these circumstances, if Mr. Honemann's interpretation is correct, the chair's objective can't be accomplished at all, unless the chair can reach some compromise with at least one member in the minority, or unless the chair can persuade the society's membership that this rule is necessary. No, you're both discussing the same thing. What Mr. Honemann is claiming is that the board lacks the authority to adopt a permanent rule of this nature, and that the board would need to seek leave from the society's membership to adopt this rule, because of what is said in 49:15. "The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." RONR (12th ed.) 49:15 The question is whether a rule of this nature actually conflicts with the rule in RONR, because the rule in RONR seems to leave latitude for modification of this rule. To the extent Mr. Honemann's interpretation is correct, the board may not, by any vote, adopt a permanent rule limiting debate in board meetings to five minute speeches. To adopt such a rule, the board would need to make a recommendation to the society's membership on this matter, which could adopt the rule itself, or authorize the board to adopt its own rules on this subject. In the interim, the board's only alternative would be to adopt such a limit at the outset of each board meeting, and a 2/3 vote would be required for adoption.
  12. Well, that's not exactly correct. If the motion to Reconsider and Enter on the Minutes is moved and second, the underlying motion is suspended, and (unlike the normal motion to Reconsider), the motion cannot be "called up" until a meeting on a later date - or, if it is the last day of a convention, it may be called up at a later meeting on the same day. When the motion to Reconsider and Enter on the Minutes is actually called up, it still requires a majority for adoption. No. This motion is extremely rarely used, and I have never seen it in actual practice. Best I can do is cite what RONR says about the hypothetical circumstances where it would be used. "To illustrate the use of this form of the motion, suppose that at a long meeting of a county historical society, many members have left, unknowingly leaving a quorum composed mainly of a small group determined to commit the society to certain action that a few of those present believe would be opposed by most of the membership. A member in opposition can prevent the vote on such action from becoming final by moving “to reconsider and enter on the minutes the vote on…” To be in a position to do this, such a member—detecting the hopelessness of preventing an affirmative result on the vote—should vote in the affirmative himself. If the motion to Reconsider and Enter on the Minutes is seconded, all action required by the vote proposed to be reconsidered is suspended, and there is time to notify absent members of the proposed action." RONR (12th ed.) 37:49
  13. No, because no motion was adopted, so there is no motion to Rescind. I concur with my colleagues that a Point of Order and Appeal is the appropriate course of action. But in this instance, a Point of Order can still be raised. If the bylaws provide that "our nominations committee is formed in our April meeting," and the chair fails to announce that as an item of business at the April meeting (and/or fails to follow the process in the bylaws), there is a breach at the April meeting, and a Point of Order can be raised at that time.
  14. I think it violated more than the spirit of the motion. It seems to me it directly violated exactly what the motion said. I would note, however, that while it may be that the City Council has the authority to order the City Attorney to attend its meetings (depending on exactly how the city government is structured), I'm generally skeptical that the City Council would have the authority to issue orders to the County Attorney. Perhaps it should have been phrased as an invitation to the County Attorney rather than a requirement. I don't think so. It seems more like an employee relations issue (and intergovernmental relations issue) than a parliamentary one. I guess I'm not sure why it wouldn't go forward, but perhaps we have different understandings of what the purpose of the motion was.
  15. I would first note that what the rule should be is that the temporary chair should be able to appoint their own parliamentarian (although, of course, the board or society would need to approve any fees). The primary purpose of the parliamentarian is to serve as an advisor to the chair and, as such, it should be someone the chair has confidence in. There is no useful purpose in "forcing" a parliamentarian on a chair. "If a parliamentarian is needed by an organization, the president should be free to appoint one in whom he has confidence. The board or society must approve any fee that will be required, however. If needed for only one meeting, a parliamentarian should be appointed as far as possible in advance of the meeting at which he is to serve, since his main work should be done outside the meeting." RONR (12th ed.) 47:46 But apparently your organization has its own rules on this subject. So this raises the question as to whether, in the context of the sentence "The Chair shall appoint the Parliamentarian," the word "Chair" refers to the person presently serving as presiding officer or to the person who is serving in the official office of "Chair." I think there is some ambiguity, but I am leaning toward it meaning the person who is serving in the official office of "Chair." These additional facts, however, raise the question of whether this person is, in fact, the "temporary Chair" or is, in fact, now the permanent "Chair." Unless the bylaws specifically provide otherwise, this person is the Chair, nothing "temporary" about it. "In case of the president's resignation, death, or removal, the vice-president automatically becomes president for the remainder of the term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president (see also 56:32)." RONR (12th ed.) 47:28, emphasis in original So if this person is now the Chair, there is no doubt that they can appoint a new Parliamentarian. If this person is not the Chair, there is perhaps still some ambiguity - although as Mr. Brown notes, the worst case scenario is to simply have another person serve as an "unofficial" parliamentarian. The simplest solution in the long run may be to amend the bylaws to strike the provisions relating to the Parliamentarian, as I'm not sure they're accomplishing anything other than to cause problems.
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