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What is Robert’s rules on removing a president from office. Can someone direct me on pages in the book.

I agree with Mr. Martin that you should seek legal advice. From a parliamentary law point of view, if a motion was adopted that you believe should not have been adopted it may well be that you can move to rescind it or amend it. For this procedure, see RONR (12th ed.,) 35:1-13. If a motion was rejected that you believe should not have been rejected, it may well be that you can simply move it again. For this procedure see 38:1-9.

Thank you both for your apt replies. Would it be within RONR conduct to suggest that any voting would be suspended until the bylaws are found or re-established. The issue is really being pressed that a vote is conducted during our next meeting.

Thank you for your response

This person is a family member. It was casually suggested by one person on the board, and shortly after this chairperson began presiding over our telephonic meetings. This was not formally voted upon with a majority vote, however I am certain that a few board members approve of this. This is a new ordeal, as he has presided upon the past 4 or 5 meetings.

Our bylaws (created years ago) say nothing regarding conducting telephonic/electronic meetings, but rather in-person meetings. The thing that I am most concerned about is that voting is occurring via telephone, much to the opposition from some members of the board. Correct. At our last meeting, the chairperson proposed that we meet in a week’s time to vote on a proposed motion. Several brought stated that it wasn’t enough adequate, as there was research to be done on the matter so that everyone could be well-informed. There are also proposed contracts involved that need to be updated, and we have yet to obtain a copy of this updated paperwork. It was proposed by a few board members to meet in two to three weeks, which the majority agreed to. The meeting was adjourned. Shortly after the meeting, a few dates were proposed by the members who suggested to meet in a few weeks, as to which one of the board members stated that he would not be able to bake the meeting on those days. A few other dates were proposed. Then, silence. As of yesterday, we received a text message stating that we would be minutes in two days time with an agenda on issues to vote upon. The board did not vote or agree said date.

In addition to the excellent questions posed above by Mr. Martin, I want to drill down further on one of them: who is this nonmember who is conducting the board meetings and how and why and by whom was he selected to do so? I agree with Mr. Martin that this board needs to take back control of its meetings and probably select a new presiding officer quickly.

Mr. Martin, if you will look back over this entire (unnecessarily prolonged) thread you will note that the question initially asked relates to proceedings in a board, and every one of my responses was directed to this factual setting. I have constantly been referring to an assembly the size of an average subordinate board, and many times direct responses to what I have posted have been flat-out wrong because they do not say anything at all about their being addressed to a materially different factual situation.

The secretary needs to do everything reasonably possible to “find“ the bylaws. Since for some reason the secretary seems reluctant to do so, I suggest a small committee be created to find a copy of the bylaws. I bet a copy exists somewhere. If no copy can be located, then the Society should adopt a new set of bylaws.

Well, the Secretary had better find the bylaws, as maintaining the bylaws is one of the Secretary's duties. Members do not, strictly speaking, have a right to copies (although RONR does recommend that members be provided with copies), but members at a minimum have a right to inspect the bylaws. "It is a good policy for every member on joining the society to be given a copy of the bylaws, printed together with the corporate charter, if there is one, and any special rules of order or standing rules that the society may have adopted as explained below. A member should become familiar with the contents of these rules if he looks toward full participation in the society's affairs." RONR (12th ed.) 2:13 "Duties of the secretary. The duties of the secretary are: ... 8. 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." RONR (12th ed.) 47:33 "Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), 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." RONR (12th ed.) 47:36

Nothing. I would ordinarily agree, but I'm finding a difficult time interpreting it in a way that is not surplusage. While I am well aware that RONR says "There is a presumption that nothing has been placed in the bylaws without some reason for it," actual experience with organizations has led me to believe that this presumption is not absolute. Or to put it another way, sometimes the "reason" is "the drafters didn't know what they're doing." My guess is that the drafters were under the mistaken belief that a majority of the members present was required, and all of this additional language was necessary in order to ensure that if there were abstentions, there was still a majority of the members present on one side or the other (by including the abstaining members with those voting in the majority), and were unaware none of this was necessary.

Several in our organization has asked for copies of the bylaws to be presented to the board and shareholders, but the secretary says that the bylaws are “missing”. This has become a problem, as when introducing a motion to vote or when conducting meeting, the “rules” seem to change to support a specific agenda. A great deal of chaos to the meetings due to lack of transparency. Does RONR say anything about this subject?

Well, as I have said, the state parliamentarian is quite likely in the best position to understand the advice the state has given you on this matter, so if they are now telling you that the IPP is not on the board, I suppose that's that. Which is probably just as well. I do think, however, that in any event this thread raises an interesting question, and it may well behoove the state to issue further guidance clarifying its earlier opinion, as I have to imagine your county party is not the only county party to have this question (or other questions) about the advice the state has provided in this matter.

But Mr. Honemann, I think what J.J. is getting at is that exactly what constitutes "conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area" will vary depending on the size of the assembly. It's quite correct that "At an in-person meeting of a subordinate board of average size, whenever a member says something he will be heard." But in a larger assembly, the conditions for that assembly meeting "in a single room or area" will be different than "a subordinate board of average size." As a consequence, what it means for such an assembly meeting electronically to constitute ""conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area"" will be different that what is required to constitute such conditions for a subordinate board of average size. Now, there is certainly a question of whether it is wise as a practical matter for any assembly larger than "a subordinate board of average size" to meet electronically at all, but to the extent an organization chooses to have such meetings, it seems that such meetings will necessarily be different than a smaller assembly, just as would be the case for an in-person meeting. I think there was perhaps an assumption based on the title of this thread (Can a Chair Mute Board Members as Default?) that this is "a subordinate board of average size," but for a political party I'm not certain that assumption is correct. The "board" (or "central committee" or "executive committee," as they are often instead referred to) are often quite a bit larger than "a subordinate board of average size."

Yes, you should seek legal advice. This is not a Robert's Rules issue.

What do your bylaws say with regard to calling meetings? Do your bylaws (or applicable law) permit meeting in this manner? This, in and of itself, is not necessarily a problem, although ultimately such an arrangement will require the board's approval. "In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt an incidental main motion to effect such an arrangement for all or part of a session. This motion is a question of privilege affecting the assembly (19). Alternatively, the rules may be suspended to authorize this type of temporary appointment, even over the objection of the president or a vice-president. Cf. 62:13–14." RONR (12th ed.) 47:13 As I understand the facts, you are saying that this person is not permitting board members who have properly sought recognition to speak. I am in complete agreement that this is entirely improper. Please clarify how the original meeting date "was agreed" to. I would probably advise getting a new chair, for starters. For assistance in that regard, in addition to the citation above, see also RONR (12th ed.) 62:2-15, "Remedies for Abuse of Authority by the Chair in a Meeting." As to the issues related to calling a meeting, you will have to look at what your bylaws say on that subject. There also appear to be some issues here which are more legal than parliamentary in nature, and you may need legal counsel.

Well, I don't know personally, but I can speculate. The rule in the 11th edition reads as follows: "The Previous Question cannot be ordered to stop the making of suggestions for filling a blank. The same result may be accomplished, however, by a motion to Close Suggestions which is identical to a motion to Close Nominations (31). It may be adopted by a two-thirds vote and is in order if a reasonable opportunity to make suggestions has been given." RONR (11th ed.), p. 167, ll. 15-20 The rules in the 12th edition read as follows: "Proposals to fill a blank in a debatable motion are debatable. When there is no response to the chair's call for further suggestions, the chair asks, “Are you ready for the question?” or “Is there any debate?” To speak in debate, a member must first be recognized by the chair. The member may then speak in favor of or against a suggestion made previously or make a new suggestion and speak in favor of it. As a consequence of the rules stated in the preceding paragraphs, debate on the comparative merits of the different suggestions may take place both concurrently with the making of suggestions and after all suggestions have been made. In any event, in this debate the underlying question is that of choosing the suggestion(s) that shall fill the blank, and each member is therefore permitted to speak no more than twice per day on that question, regardless of the number of suggestions made. When no further suggestions are offered, and there is no further debate, a vote is taken on the suggestions, as described below. Proposals to fill a blank are not amendable. Motions to Limit or Extend Limits of Debate or for the Previous Question can be applied to the consideration of suggestions, and when voting on the suggestions has been ordered by adoption of either of these motions, no further suggestions for filling the blank may be made at the time the order goes into effect. However, if a member obtains the floor and moves the Previous Question before a reasonable opportunity to make suggestions has been given, the chair must call for suggestions before stating the motion for the Previous Question." RONR (12th ed.) 12:98-101 So it would appear to me that under the prior rules on this matter, suggestions were taken first, then debate. As a consequence, it was necessary for some motion to "close suggestions," in a similar manner to the motion to close nominations. Under the rules in the 12th edition, however, "debate on the comparative merits of the different suggestions may take place both concurrently with the making of suggestions and after all suggestions have been made" and "The member may then speak in favor of or against a suggestion made previously or make a new suggestion and speak in favor of it." As a consequence of these rules, the authors appear to have determined that a separate motion to "close suggestions" is no longer necessary, and instead, the Previous Question can be used to end debate and the making of new suggestions. If a situation arises in which it is still desired to close suggestions (but not to close debate), I would think this could still be accomplished by means of a motion to Suspend the Rules, however, I think that if this motion is made "before a reasonable opportunity to make suggestions has been given," the chair must call for suggestions before stating the question on that motion.

I don't think you're missing anything. It appears the rule does indeed set a very high bar for removal, which is not unusual. I overlooked this issue initially, but it appears you may very well be right.

It has come to our attention that information shared at the past couple of shareholder’s meetings have been inaccurate. One of our shareholders presented paperwork to us from a state office. The paperwork has handwritten notes on it as well. As a result, this information has largely influenced a majority of shareholders perception about the issue in question, and as a result, their vote has changed. After a few of us have inquired and obtained information from this office ourselves, we have come to the knowledge that the information is not accurate or correct, and we believe this was shared by the shareholder to influence a majority to vote a certain way. What is the best way to handle this situation according to Roberts Rules. Should we seek legal advice?

Several voting members in our family corporation have requested an in-person meeting to address some concerns we have about a potential business venture that we have been presented with, to which the board members agreed to. We have been having several meetings via telephone, and they have been conducted by someone who is not even a board member. This person has resorted to muting everyone on the call and has forbidden several board members (except for a select few) to share important information that would be in the best interests of the company. There is also a large amount of information being withheld from many, and there are a few board members that have gotten paperwork changed and updated without informing the entire corporation. As a result, when our meetings begin, there are several people unaware of these events that have taken place. We have just received notification that we are having the meeting two weeks sooner than was agreed, and it will once again be conducted via telephone. Is there something in Robert’s Rules of Order that we can reference to ensure that this process can be done as fairly and just as possible?

It is as far as RONR is concerned.

Can anyone offer insight on why the motion "Close Suggestions" was dropped from the 12th edition?

I am now wondering if the single room or area is the actual standard.

Yes, she was elected chair. She was never elected past chair. I understand your logic, but I don't think it holds up since all positions have terms. In any case, since I made this post, I contacted the parliamentarian. The officer who told me that the IPP was still on the board is the one who told me what the parliamentarian said. His response to me was, "The officer is a delightful person, but in this case, she is wrong." So, the person who told me lied. Something is wrong in Denmark, as the saying goes.

Perhaps, but it is undeniable that the opportunity exists exactly to the extent that it would if the participants were in a single room—because they are.