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Shmuel Gerber

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Everything posted by Shmuel Gerber


    Not in the case of bylaws. The bylaws should not be amended in such a way that they contain internal contradictions, but an amendment to the bylaws cannot be ruled out of order on the basis that it contains a contradiction. Getting back to a question that is not specific to these bylaws: I disagree with the statement that an amendment to the bylaws cannot be ruled out of order on the basis that it contains a contradiction. Any motion that contains no rational proposition is out of order, and amending the bylaws so as to make them contradict themselves is not a rational proposition.
  2. Adoption or Acceptance of Reports

    For the future, please get the right book (Robert's Rules of Order Newly Revised, 11th edition) and read pages 504-510. Correct. The report should not be "accepted" unless the assembly wishes to endorse the entire report as its own statement, and in that case it would be better to "adopt" the report, which is what "accept" actually means. Members can ask factual questions that are reasonably related to the business currently before the board, but in a large board, comments are not in order unless they promptly lead to a motion or the board has granted permission to have an informal discussion of the subject. (See RONR, 11th ed., pp. 34-35 and 395-396. For the rules in a small board, see pp. 487-488. The auditors' report is the only type of report that needs to be accepted. The secretary's primary report is the minutes of the previous meeting, and minutes are approved without a motion (by the chair's asking for corrections and declaring the minutes approved when there are no further corrections). Other reports are disposed of according to their nature, as described in the section you referred to, and in general do not involve a motion to "accept."
  3. Mistake in our rulebook

    But that's not always so easy. Check this out: Errors in the Constitution—Typographical and Congressional
  4. Bylaws and Vote with Abstains

    You should change "Fifty one percent (51%) of the Board of Directors" to "A majority of the Directors in office". It would also be a good idea to hire a professional parliamentarian to review these bylaws. Also, it should be "principal office", not "principle office".
  5. That's an interesting suggestion. I don't know if the feature is available, but maybe it's not so bad to take a trip down Memory Lane every once in a while. :-)
  6. Defeated motion

    I'd guess that the board of a foundation is not subordinate to any assembly of members of the society, and so that restriction would not apply.
  7. Early Officer Elections

    I hope you realize that my reference to the Deluxe Edition, the contents of which are identical to the hardcover and paperback editions, was entirely facetious. The book (all 11th editions) says, "The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach. Instances of this kind occur when: ... (a-e) ... In all such cases, it is never too late to raise a point of order since any action so taken is null and void." It says that a point of order concerning the listed actions can be raised at any time because such actions are null and void. It doesn't say that the actions listed are the only possible ones that give rise to a continuing breach. In my mind there is no question that when an assembly takes action that is null and void because it lacked the power and authority to take it, there is no time limit on when a point of order concerning the matter can be raised (during the continuance of the breach). And, in my opinion, conducting regular elections for officers at a meeting before the meeting prescribed for them in the bylaws is something that the assembly simply lacks the power to do.
  8. Early Officer Elections

    Are you looking in the Deluxe Edition?
  9. Early Officer Elections

    The exception that whenever an action taken by the assembly is null and void, it is never too late (during the continuance of the breach) to raise a point of order concerning it.
  10. Motion to Rescind

    A motion to Rescind is itself a main motion. If you have rules regarding who can make and vote on motions within the committee, it's not clear to me why it makes any difference whether the member has/had a vote on the motion being rescinded. Just apply the rules directly to the Rescind motion.
  11. It seems to me that such "special rules of order for each biannual meeting" are directly analogous to standing rules at a convention, since they apply to one session only, and therefore the votes required to adopt, suspend, or amend such rules would be the same as for the standing rules at a convention.
  12. Early Officer Elections

    Yes; a rule in the bylaws concerning what business is to be conducted at what meetings is a rule in the nature of a rule of order, and such rules can ordinarily be suspended (RONR, 11th ed., p. 263, ll. 1-7). In an excess of caution, however, I suppose I should add that a rule requiring previous notice is not a rule which can be suspended, but I gather this is not a factor in the instant case. I respectfully disagree with this analysis. RONR states that "the members present at a regular or properly called meeting act for the entire membership, subject only to such limitations as may be established by the body's governing rules" (p. 2, ll. 13-16) and "The assembly at the meetings of an organized permanent society existing as a local club or local branch is the type of assembly with which the average person is most likely to have direct experience. As the highest authority within such a society or branch (subject only to the provisions of the bylaws or other basic document establishing the organization), this body acts for the total membership in the transaction of its business." (p. 6, ll. 12-19). If the bylaws give to the assembly in April the authority to elect the society's officers for the following term, that doesn't mean the assembly in February has that power. (As just one hypothetical example of why an early election would be invalid, it could be that the membership roster is updated every April before the election and that only those who have paid their dues for the upcoming year are eligible to vote.) Furthermore, even if this were strictly a question of suspending rules of order, I think it would be improper for the assembly at the February session to put the question of the election beyond the reach of the majority at the April session, in effect suspending not just the rules applicable to the February session but those applicable to the April session as well (cf. Official Interpretation 2006-8).
  13. Having multiple appointed positions on one committee

    Since no one is entitled to two votes, and since no alternate can vote when her corresponding primary appointee is "present," and since only those who are "present" can vote (and have their votes counted in the result), I don't think it matters in what role Smith claims she is voting -- unless she somehow wants to vote one way if representing the national organization and a different way if representing the state.
  14. Having multiple appointed positions on one committee

    I'm not sure if that makes any difference in the context of the original question, but I think that the way to resolve it is that if a member says he is absent, we'll just have to take his word for it. :-) Also, anyone who votes is present. And I think that anyone who states that he is present but not voting also needs to be taken at his word.
  15. Having multiple appointed positions on one committee

    Did you mean Jones's vote would stand?
  16. Having multiple appointed positions on one committee

    I'm not sure if that makes any difference in the context of the original question, but I think that the way to resolve it is that if a member says he is absent, we'll just have to take his word for it. :-)
  17. Having multiple appointed positions on one committee

    Based on the information given, I would say that Ms. Smith can accept both appointments. But she only gets one vote on the committee. Whenever Smith casts a vote, that means Jones cannot vote, since obviously Smith is present. Smith cannot simultaneously be present (as an alternate) and absent (as a primary). If any of Organization A's primary appointees are absent and Smith is present, Smith can vote and Jones cannot. And if all of Organization A's primary appointees are present and Smith is present, Smith can vote and Jones cannot. If Smith is absent and Jones is present, then Jones can vote.
  18. In addition to raising the quorum requirement, the Council could, for example, adopt a special rule of order limiting all business at regular meetings to what has been specified in the notice, or to require a two-thirds vote for all main motions (other than those of a procedural nature that affect only the particular meeting or a particular item of business) for which no notice has been given.
  19. Challenging the board's interpretation of a bylaw

    I don't understand these comments. If there is a rule in the bylaws about the parking of motor homes, it seems perfectly normal that the board would decide a question about the parking of a (possible) motor home, and that has nothing to do with who has the power to amend the bylaws. Any person or body that is given administrative power to enforce the rules will frequently have occasion to interpret the meaning of those rules in order to properly apply them.
  20. Challenging the board's interpretation of a bylaw

    Where did you find the reference to "if the assembly disagrees with a decision made by the board it can be countermanded or rescinded at a meeting of the association"? If it's in your bylaws, then obviously you would have to allow a motion to countermand the board's decision regarding the parking of this owner's vehicle. In deciding this motion, the assembly will have to take into account the meaning of the rule regarding motor homes, but that doesn't mean a vote is taken directly on "interpretation" of the bylaws. As far as what vote is required, the normal vote requirement in Robert's Rules of Order for rescinding previous action is either (a) a two-thirds vote, (b) a majority vote if previous notice has been given, or (c) the vote of a majority of the entire membership. If any one of these attained, the motion to Rescind is adopted. However, in this case, I think an argument could be made that the rule "if the assembly disagrees with a decision made by the board it can be countermanded or rescinded at a meeting of the association" implied that this can be done by a majority vote. In order to avoid this question, the best thing would be to make sure that previous notice of the motion is given with the call of the meeting, so that a majority vote will be required regardless.
  21. Reconsideration of

    But I think the original poster is asking whether the decision on the original rezoning proposal interferes with the question of the new rezoning proposal, or at least changes the procedure that would be used for considering it. We'd need a lot more information to properly answer that question, but my guess is that the rezoning of a larger area represents a substantially different and new question than rezoning just the original parcel, and therefore it could be adopted even at the same session by a regular majority vote (if the rules in RONR apply).
  22. "The duties of the secretary are: ... "... To make the minutes and records available to members upon request ... "... To maintain record book(s) in which the bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to these documents properly recorded, and to have the current record book(s) on hand at every meeting. ... "When written reports are received from boards or committees, the secretary should record on them the date they were received and what further action was taken on them, and preserve them among his records. ... Any member has a right to examine these reports and the record book(s) referred to [above], including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. The same principle applies to records kept by boards and committees, these being accessible to members of the boards or committees but to no others (but see p. 487, ll. 13–20)." (RONR, pp. 458-460) "A record of the board's proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board's minutes to be produced and read to the society's assembly." (P. 487, ll. 13–20)
  23. Motions from ex officio board members

    Actually, no board members can amend motions. The best they can do is make a motion to Amend, and then the board decides whether or not to amend the pending motion.
  24. Quorum, Board, General, Bylaws,

    I don't agree with it, but I think the idea might be that the provision about the Executive Board board appointing replacement officers doesn't mention anything about a quorum being necessary to do so. Especially if they do it without voting.
  25. Paragraph D seems entirely superfluous to me. Furthermore, I don't understand what you think is accomplished by providing that the term of office shall be "... or until their successors are selected." This might be taken to imply that whoever has the power to appoint officers to fill vacancies could simply appoint a successor at any time, and surely that is not what you have in mind. I agree with Mr. Brown that you would be well advised to base the bylaws language for the term of office on the model provided in RONR.