Josh Martin

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Everything posted by Josh Martin

  1. Worse yet, this decision seems to only be made after the fact, if a member fails to report a conflict of interest, and the potential penalty is removal from the board. If a member reports a conflict of interest, he must recuse himself. There is no mechanism for a member to report something which he thinks might be a conflict of interest (or which he thinks is not a conflict of interest, but realizes that other board members might disagree). If a board member thinks something is not (or may not be) a conflict of interest, his only recourse is to say nothing and hope he doesn’t get kicked off the board later.
  2. No. Also, consider amending your bylaws to remove these positions from the board. One Past President is bad enough. I don’t think he does. As I understand the facts, all Past Presidents of this organization serve as ex officio members of the board for five years after leaving office as President. One of the Past Presidents is now off the board, and they want to appoint him to the “position” of one of the other Past Presidents, who claimed to “resign” from an automatic, ex-officio position. If I understand the facts correctly, the only persons eligible to serve in these positions are those who have served as President in the past five years. This seems similar to the frequent questions we get about replacing the more common Immediate Past President with someone else.
  3. What if there is disagreement over whether a particular situation constitutes a conflict of interest? Additionally, unlike the rule in RONR, your proposed rule does not say “not in common with other members.” What if a situation arises where a majority of the board members, or even all of the board members, have a conflict of interest?
  4. It remains valid. Motions do not expire. If the assembly no longer wishes for the motion to be carried out, the motion should be rescinded.
  5. The chair can and should carry out the motion as soon as possible. Better late than never. It was improper for him to decide to forego implementation of the motion in the first place.
  6. The rules could be suspended by a 2/3 vote to permit a member who is not present to make motions. As noted, however, it is much simpler for someone else to simply make the motions. RONR does not permit proxy voting or other forms of absentee voting, even by suspending the rules. This is permitted only if authorized by your bylaws or applicable law.
  7. Maybe we should find out exactly what Greg means by "retroactive."
  8. The role of the secretary or clerk of a deliberative assembly is found in RONR, 11th ed., pgs. 458-460. Although if by "Privy Council" you mean a body of advisers to a head of state, which is the usual meaning of the term, then this question is likely beyond the scope of RONR and this forum.
  9. Does it matter, so far as this forum is concerned? RONR has no issue with it in either case.
  10. "Regardless of whether or not the maker of the main motion "accepts" the amendment, it must be opened to debate and voted on formally (unless adopted by unanimous consent) and is handled under the same rules as amendments generally" (RONR, 11th ed., pg. 162).
  11. The top four candidates are elected. An election would be held again for the fifth seat only, however, this is not simply a tiebreaker. All three of the remaining candidates would be on the ballot, not just the two tied candidates. Write-in votes are also still in order.
  12. RONR provides that "A member or officer has the right that allegations against his good name shall not be made except by charges brought on reasonable ground." (pg. 656) If you can put whatever you want in a motion to censure, this right doesn't seem to be worth much.
  13. The bylaw could be changed, but only those who are voting members under the current bylaws will be able to vote on the amendment.
  14. The ruling would happen during a meeting of the body with the power to elect the officers. I don't think this rule, in and of itself, gives them authority to decide this question. In my view, it might give them the authority to intercede if there was a conflict between the local unit's bylaws and the state organization's, but I don't see how it gives them the authority to interpret an alleged conflict within your own bylaws. I suspect your state organization might have a different view on the matter. I will note that this rule, in and of itself, certainly does not give the state association president or the state bylaws committee chairman, acting as individuals, any role in interpreting a local unit's bylaws.
  15. Yes, there is no question that a motion which conflicts with the bylaws is out of order. The question on appeal is whether the motion does, in fact, conflict with the bylaws. An organization's bylaws are not always perfectly clear, and there may be more than one reasonable interpretation. No, the chair's rulings on the meaning of the society's bylaws are subject to appeal.
  16. Nonetheless, I think there are limits to what may be placed in a motion to censure without using formal disciplinary procedures. The following is an excerpt from what RONR has to say about a resolution to appoint an investigative committee. "For the protection of parties who may be innocent, the first resolution should avoid details as much as possible. An individual member may not prefer charges, even if that member has proof of an officer's or member's wrongdoing. If a member introduces a resolution preferring charges unsupported by an investigating committee's recommendation, the chair must rule the resolution out of order, informing the member that it would instead be in order to move the appointment of such a committee (by a resolution, as in the example above). A resolution is improper if it implies the truth of specific rumors or contains insinuations unfavorable to an officer or member, even one who is to be accused. It is out of order, for example, for a resolution to begin, "Whereas, It seems probable that the treasurer has engaged in graft, . . ." At the first mention of the word "graft" in such a case, the chair must instantly call to order the member attempting to move the resolution." (RONR, 11th ed., pgs. 657-658) Based on this, I would assume that a resolution to censure which began in a similar manner would also be out of order.
  17. They have a responsibility to attend. Board members could be disciplined for failing to attend board meetings, including removal from the board, but this power likely rests with the membership, not the board. I concur with Mr. Kass that the board cannot compel attendance in the same way that a legislative assembly can, which involves arresting absent members. Board members may be disciplined for missing meetings even without such rules, although if the desire is to make removal automatic, that would certainly require an amendment to the bylaws.
  18. How do you reconcile that interpretation with these rules? "ABSENTEE VOTING. It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting." "However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule."
  19. Where do you get this idea? The bylaws supersede special rules of order. "Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one." (RONR, 11th ed., pg. 14) As noted above, the society has adopted RONR as its parliamentary authority in its bylaws, and RONR specifically provides that rules authorizing absentee voting must be expressly stated in the bylaws. See also the footnote on pg. 17: "However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule." Therefore, based on the facts provided, it appears to me that the rule in the policies and procedures manual on this subject is certainly null and void. If the organization wishes to provide for e-mail voting by the board, it will be necessary to amend the bylaws. (As others have noted, there might also be a provision in applicable law on this subject.)
  20. The cited rule does not seem very different from the rule RONR suggests. "The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.”
  21. Okay, but this could have been the case even if your rules were followed. Perhaps the organization should change its rules.
  22. If an organization wishes, it is free to adopt its own rules on this subject.
  23. The council member and/or the organization member could be disciplined, I suppose. Apparently the organization's rules permit individual members of the organization to obtain minutes of meetings of the council, but this requires a formal written request which includes a reason. A council member gave a member of the organization minutes of the council without such a request being submitted. If the council meeting in question was not held in executive session, this doesn't really seem like a big deal to me, but maybe I'm missing something.
  24. Me too, but apparently the OP thinks it is important.