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Josh Martin

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Everything posted by Josh Martin

  1. Josh Martin

    Various Bylaw Interpretations

    No. Your organization will have to interpret the conflict in its bylaws. My recommendation would be to amend the bylaws to remove the IPP position, which would solve this problem and likely prevent others which may arise in the future. It is generally understood that vacancies will be filled promptly, but I do not think there is anything which would actually prohibit the board from repeatedly postponing filling these vacancies until these individuals are eligible. Since your bylaws provide that the board fills vacancies, however, that is up to the board, not the President, to decide. RONR has no rules which address these issues.
  2. Josh Martin

    Oaths of office & customary law?

    I concur that custom dictates that the oath be administered, and I can see a case for the taking of the oath being a question of privilege, since it relates “to the conduct of its [the assembly’s] officers and employees,” but I would not rule that the taking of the oath “is of sufficient urgency to warrant interruption of the existing parliamentary situation.” (RONR, 11th ed., pg. 228) If the assembly insists on administering the oath immediately, the assembly could vote to lay the pending business on the table, or to take a recess. The key parliamentary point is that the failure to take an oath (even one prescribed by rule, let alone by custom) does not affect the time at which the officers take office and begin to perform their duties, unless the bylaws so provide. “An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time. If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office.” (RONR, 11th ed., pg. 444)
  3. This is in reference to the discussion started in this thread. The responses generally agree that a Point of Order and Appeal regarding a recently discovered lack of quorum could be applied to actions taken earlier in the meeting (subject to the clear and convincing proof rule) even although the meeting is presently without a quorum, on the grounds that this relates to the conduct of the meeting while it remains without a quorum. I added that such action could also be taken at a later meeting, and then added that: ”I would also suggest that regardless of the determination by the inquorate meeting, this does not prevent a Point of Order (and an Appeal, if necessary) from being raised again at a later meeting with a quorum present.” Mr. Honemann suggested that this comment warranted further discussion, and I agree. My reasoning behind this comment was as follows: There is, in my view, no issue with the fact that this point has been previously decided, since the decision was made at an inquorate meeting, and therefore, no decision has properly been made by the assembly. As a practical matter, it would be problematic if this were not the case, since otherwise a small number of members could simply declare that a quorum was present (even if it clearly was not), or alternately, a small number of members could declare that a quorum was not present for earlier actions they disagreed with (even if it clearly was). I will concede that if there has previously been a determination made that a quorum was present, this somewhat raises the bar for the “clear and convincing proof” required to show that a quorum was not present, but I still think such a point could be raised.
  4. A.) Yes. B.) There is no need for an executive session to be on the agenda at all, but if it is included on the agenda, the agenda could simply say “Executive Session.” The minutes would note the time at which the assembly entered and exited executive session. If the board, by rule or custom, generally makes its minutes available to those who are not members of the board, the minutes of the executive session itself should be kept separately, and would include the maker of the motion, the exact wording of the motion, the disposition of the motion (such as whether it was adopted or lost, if a final vote on it was taken), and the vote count, if the vote was counted. C.) No, it requires a majority vote or unanimous consent.
  5. Josh Martin

    election when no qualified candidate is found

    The “until their successors are elected or appointed” clause would suggest as much, but the fact that you said “The appointee also would not qualify under these provisions.” raises some complications.
  6. This question does not appear to relate to parliamentary procedure, so this forum cannot provide any assistance. Yes, the organization must immediately act to comply with its governing documents and state law, notwithstanding the erroneous customs to the contrary. If the bylaws provide that an officer of the board may be removed with or without cause by the board, that is the procedure to follow. This question does not appear to relate to parliamentary procedure, so this forum cannot provide any assistance. According to RONR, amendments to rules are effective immediately unless otherwise stated. Given the nature of these rules and of this organization, however, it seems highly likely there are applicable legal provisions, so it would be prudent to consult an attorney.
  7. Josh Martin

    election when no qualified candidate is found

    The position will remain vacant until an eligible person is found or until the bylaws are amended to change the requirements for eligiblity.
  8. It is appropriate for members to ask questions after a committee report. The committee report is, at that time, the pending business, so a request for information is appropriate. Whether questions are permitted under the good of the order tends to vary depending on an assembly’s rules and customs. It seems to me that it is in order for members to make a Request for Information pertaining to the pending item of business, so in that sense, it is mandatory to “open the floor to questions” after a committee report and, in any event, whether to do so is not up to the committee. I suppose what you are getting at is that the committee is not obligated to answer the questions, although it is generally a good idea to do so.
  9. Yes, this is a rule which protects a minority of one and, as a consequence, it may only be suspended by unanimous consent.
  10. Josh Martin

    improper meeting notice

    No, the members at an improperly called special meeting cannot simply declare it to be valid. Even if this is improperly done, this will in no way prevent the assembly from correcting the matter at a later meeting. Since the chair is apparently part of the problem, that will adjust the appropriate procedures to resolve this matter. At the next regular meeting, or at a special meeting properly called for the purpose, a member should raise a Point of Order that the meeting was improperly called and that, as a result, the meeting and the business conducted at the meeting is null and void. The chair will presumably rule this point not well taken, meaning he disagrees, and must provide the reasoning for his ruling. A member would then move to appeal from the chair’s ruling. A majority vote is required to overturn the chair’s ruling.
  11. Josh Martin

    Informal Discussion

    Would Committee of the Whole accomplish the OP’s objective? My understanding is that the rules in question apply in committees as well. I concur that a recess or a motion to suspend the rules would work.
  12. I see no reason why not, although it should be noted that adopting such an action requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice, since this is effectively countermanding the board’s decision to keep the report secret. I would also note that it is advisable in such a case for the general membership to enter executive session if it wishes to take such an action, so that the report will at least remain within the society.
  13. Josh Martin

    Informal Discussion

    The rule that board members address only the chair still applies under the small board rules. Cross conversation between board members is permitted. This would be a special rule of order, not a standing rule, but yes. All questions must be directed to the chair.
  14. Josh Martin

    improper meeting notice

    If a meeting is improperly noticed, either by sending insufficient notice or by failing to send the notice to all members, this does invalidate the meeting and all business conducted at the meeting. This should be handled by the chairman making a ruling to this effect at the next regular or properly called meeting of the assembly in question, either on his own initiative or in response to a Point of Order.
  15. Josh Martin

    Motion to not consider

    A motion to Suspend the Rules, which would require a 2/3 vote, could most likely accomplish the member’s desired objective.
  16. Josh Martin

    Actions by members of a board

    I concur with the previous responses regarding the status of the improperly called meeting and the business conducted at that meeting. As to the question of whether these four board members can force the President to properly call and conduct an emergency meeting, you will have to check what your bylaws say on this subject. The provisions for emergency meetings should specify how such a meeting may be called.
  17. Josh Martin


    It is ultimately up to your organization to interpret its own rules, but I would note that all of the rules cited so far refer solely to the President, not the board (except for the fact that five members constitutes a quorum for the board), so unless there is something else in your bylaws on this subject I am skeptical of the idea that the board may expand the size of the committee.
  18. Josh Martin

    authority of non profit President

    The President has no authority to make a decision of this nature. Adopting a motion to lay on the table requires a majority vote for adoption. (The two motions that Lay on the Table is often confused with - Postpone to a Certain Time and Postpone Indefinitely - also require a majority vote and are debatable.) If the chair claims that he has “tabled” a motion on his own authority, a member can and should raise a Point of Order that the chair lacks the authority to do so and, if necessary, Appeal from the chair’s ruling on that point. A majority vote is sufficient to overturn the chair’s ruling.
  19. Josh Martin

    Point of Discussion Not on Agenda

    No, it does not make a difference. Yes. The purpose of an agenda in RONR is to ensure that the most important items are considered first, not to limit the items which may be considered.
  20. Josh Martin

    Minutes - Approval of

    Sure, if the assembly believes these notes to be reliable. Even if not, it’s not a big deal. The minutes may reflect that a motion was, in fact, made if the assembly believes that a motion was, in fact, made. The minutes should reflect what is believed to have actually happened. Even if the motion was never made, however, no remedy is necessary. The disposition of the motion from the meeting stands. A Point of Order must be made in a timely manner. It is far too late to complain about the fact that no motion was made.
  21. Josh Martin

    Board of Directors

    To elaborate on that, the body authorized to accept resignations is the body which is authorized to fill vacancies. If the bylaws are silent on filling vacancies, they are filled by the body which elected the position in the first place. Additionally, if the bylaws grant the board full power and authority to act for the society between meetings of the society’s membership, this includes the authority to fill vacancies unless the bylaws provide otherwise. No, the letter itself does not need to be (and should not be) entered in the minutes, whether or not it contains mistruths or inaccuracies. The minutes are a record of what was done, not what was said.
  22. Josh Martin

    Annual meeting

    I suspect that the clause the OP is referring to defines the total size of the board, which is a fairly common provision, and does not define a majority or the quorum, since defining either of these things as “not less than 3 & not more than 9” makes no sense. A quorum logically contains only a minimum number, and defining a majority in this manner is even more absurd.
  23. Josh Martin

    Annual meeting

    Yes. A quorum is a majority (more than half) of the current members of the board, unless your rules provide otherwise. So how many members does your board actually have at present?
  24. Josh Martin

    Ex-officio role

    No. An ex-officio member has all of the rights of membership in any case, unless the rule providing for the ex-officio member provides otherwise. The only difference regarding whether an ex-officio member is or is not under the authority of the organization is whether the ex-officio member counts for purposes of determining whether a quorum is present. See FAQ #2. I also agree with Mr. Katz that this person is not really an ex-officio member in the sense the term is ordinarily used, but since all members have all of the rights of membership, it doesn’t make much difference. Ex-officio means “by virtue of the office.” It ordinarily refers to a member who automatically serves on a board or committee by virtue of some other position he holds. For instance, an organization’s rules might provide that the Treasurer is an ex-officio member of the Finance Committee. You say that this person is appointed to the commission (albeit in a different manner than the other members), which is not really an “ex-officio member.” That is his right, unless and until the rule or law establishing the “ex-officio” member is amended to provide otherwise. Since you correctly note that this person isn’t actually an ex-officio member, it seems clear to me that this rule is inapplicable.
  25. Josh Martin

    Point of Discussion Not on Agenda

    The OP is certainly free to do so. Such a motion would be debatable and would require a majority vote for adoption.