jstackpo

Expanding a bit on George (who probably didn't feel like typing so much this afternoon):

First, you consider and vote on amendments to the main body of the resolution, then the same for the "Whereases", then you vote on both at once (as George said) to adopt both as a package deal.

You are quite correct -- "negative" motions are a bad idea, if not improper.  

If the committee doesn't think a picnic is a good thing this year, they could say so in a report but then make NO motion at all.

38 minutes ago, Josh Martin said:

17 hours ago, jstackpo said:

Or do your bylaws actually require the viva voce election anyway.

Yes, this is what RONR says, but we are told that the bylaws provide “that officers shall be elected by ballot, unless there is only one candidate for each office, in which case they may be elected viva voce.” This does not seem to allow for the chair to simply declare the unopposed candidate elected.

Well, I will leave the question of whether "they may be elected viva voce" requires a viva voce election to others.

The phrasing of the bylaw in question would be much clearer if it read "unless there is only one candidate for each office, in which case a ballot election is not required".  That would leave the choice of what method of determination of the new officers up to the assembly, or RONR. 

2 hours ago, Josh Martin said:

4 hours ago, Guest Patrice said:

Question #1: How are elections held? Ballot for president followed by viva voce for the other positions?

Assuming that it remains the case that all other officers are unopposed, then yes.

If the remaining offices remain unopposed, you don't even go through the (minor) formality of a viva voce election; the chair just declares the nominees elected.  Apparently, there is no other option (in RONR /11 page 443), any more. Or do your bylaws actually require the viva voce election anyway.

Answered in the order you asked...

1)  At the election meeting, the chair must ask for nominations from the floor, prior to the election (voting) getting under way.  That is the point where someone can nominate you, and then a ballot for the office will be required. If the chair rushes into the election, raise a point of order (interrupt, RIGHT AWAY, or it will be too late) that floor nominations are required -- RONR page 435.

2) Once two officers are elected from the same guild, it looks like any other candidates from the same guild are no longer eligible to run or serve on the board.  Others will have to be nominated.

Yeah.  "Suspend the rules" is for a one of a kind permission in a meeting.  A rule that carries over to another meeting wold indeed have to be a SRofO.  See p. 17 for the rules for adopting an SRofO. 

30 minutes ago, reelsman said:

RONR is silent on the subject of recreating lost minutes.

Although it does say (p. 475) that minutes can be corrected "even many years later".  Clearly, 😊, recreating lost minutes is a form of a (pretty substantial) "correction".

If by "original date" you mean the date of the meeting for which the minutes are being reconstructed, then yes is the answer.

RONR doesn't require a notary.

Well, nothing in RONR gives the chair, or anybody else, a "right" to edit minutes prior to their distribution.  So if you have such a rule in your bylaws, it will be up to you to deal with the problems that it may generate. 

The usual (RONR, page 468ff) is that the secretary writes the minutes, then presents them to the group that the minutes pertain to for corrections (if needed) and approval. And that is it.

Perhaps you are putting too much in the minutes -- the sort of material that gives rise to heavy editing.  See the cited pages for the only necessary content of minutes:  "what was done, not what was said".

12 minutes ago, George Mervosh said:

Does the book actually say forever?

P. 475, line 30: "even many years later".   That's pretty close to "forever" for a lot of organizations.

3 minutes ago, Guest Zev said:

 1 DVD = 481 million pages of data.

Yeah, but it is a political organization.  Probably not enough.

Forever.

If you have a lack-of-storage problem that you can attribute largely to the minutes, I'll bet you are putting far too much into those minutes -- see RONR, page 468ff, for the minimum essential content of minutes: "what was done, not what was said".  The rest is dross.

And then be sure you publicize the new meeting date &c  (and be ready to explain to the puzzled members just what an "adjourned meeting" is, and how you properly pulled off this fast one).

Is the board authorized to change the date?  Look in your bylaws, do not go by what the lawyer said (unless he can back it up with a rule or law citation).

If there is no bylaw authorization, let us know and we can give you the next steps (Hint: it involves the motion  "Fix the time to which to Adjourn". RONR page 242.)

A possibility is to adopt the "best possible" budget with a proviso that the Officers (or the Board if you have one) are (is) authorized to make changes to reflect changed circumstances later on.

This does require a degree of trust on the part of the membership (congregation, pastor?) so be careful what you wish for and word that proviso as narrowly as possible.

And a reality check:   do your bylaws authorize calling a special meeting?  If not, then your "option" isn't viable.

Yeah, but in practical terms, the way "the metric" is calibrated and applied in a particular situation is by a member raising a point of order if he/she detects a violation of some rule.

Special Meetings cannot be called at all unless authorized in the bylaws.  The "authorizing" provisions should cover details as to who can call them, advance notice times, &c.

In (very) concise terms, the normal procedure for handling a motion, once it has been moved (after proper recognition of the mover) and seconded is...

STATE

DEBATE

TABULATE the vote

ANNUNCIATE the result

See RONR page 37 ff. for the details (using slightly different headings that don't rhyme as nicely).

Part of Gayle's problem is that the chair seems to have skipped the "STATE" step, and then (improperly) let non-board members (presumably in a Board meeting) debate (without permission).  Debate is a right of the board members only.   Only AFTER the debate has ended, the chair calls for the vote and figures out ("TABULATES") which side won. Then announces (ANNUNCIATES) the result so that all the members know what it is.

You DON'T skip the DEBATE step, except for certain undebatable motions - see the book for them.

3 hours ago, Shmuel Gerber said:

What are "ELI5 terms"?

"ELI5" is Internet/reddit-speak for "Explain Like I'm 5 [years old]" .    cf:  https://www.reddit.com/r/explainlikeimfive/

Quite interesting (and usually correct) explanations of random topics. 

2 hours ago, Gary Novosielski said:

Then are you agreeing that the standard language for adopting RONR is incorrect?  It seems to me that the scope of negation here is just one word.

Would it be clearer to say "... and in which they are inconsistent neither with these bylaws nor with any special rules the society may adopt"?

I'm fine with the current wording, by the way.

 

I think Gary is on to it.  We would have to get down into the reeds of symbolic logic to straighten this out (I went there a long time ago, but have forgotten the route).  I would welcome an ELI5 explanation of where (the consensus seems to think) I went wrong in my original posting.

How many people does your president anticipate being on-line and participating?

Adobe Connect seems to work well for the NAP Board, 9 or 10 people, I think, but more than that number of people?  I dunno if the technology, and expense is up to it.

23 minutes ago, Guest Zev said:

I'm with you, my good doctor. However, let me remain standing next to the exit door to skedaddle real quick  just in case Mr. Gerber says something.

Coward!

Well, a firecracker, anyway.

Paraphrasing a portion of Article VIII (page 588) in ELI5 terms....  If RONR says one thing and an association's rules say another, the the association's rules prevail.

The difficulty arises in the manner that the Article specifies where the association's rules are found: "...[in] these bylaws and any special rules that the Society may adopt."

The use of the word "and" is the logic problem.  It requires that the rules (that are inconsistent with RONR) are to be found in BOTH "these bylaws" AND "any special rules". It is quite unlikely that an inconsistent rule would be repeated like that.  Therefor there is a logical quandary and one can argue that RONR still prevails because the conditions for the association's rules to prevail ("BOTH...AND...") are not met if the rule is in only one place.

Replace "and" with "or" and the problem goes away.

On 9/22/2019 at 9:57 AM, Daniel H. Honemann said:

I agree that the rule on page 573, lines 31-33 is a perfectly good rule, and I submit that it is one which should be kept in mind when reading the provisions of Article IV, Section 3, of the sample bylaws.

Yes, but...  the bylaw as written clearly contains a gap (like the Irish have) which is sort of absurd.  Why should it be necessary to "keep in mind" RONR's (parenthetical) interpretation to eliminate the absurdity when the sample bylaws could be augmented by inserting the words "and qualified" right after "elected". "Qualified"  includes the mere passage of time (i.e., until the end of the meeting when the new guy takes office) as in the XXth amendment to the U.S. Constitution.   No need for "interpretation" or "keeping RONR in mind" then as the bylaw provision stands alone with no gap.

Start by reading, carefully, p. 585, "Section 2", lines 25-29.

Consider:  At the election meeting, Charlie gets elected (doesn't really matter what office) and, sometime later when the meeting ends,  he takes office and serves (with distinction) for his one year term. He doesn't choose to run for office again. 

A year later, at the next election meeting, the election is scheduled early in the meeting, in anticipation of possible re-balloting, but Fred is promptly elected to the office that Charlie held, and Charlie's term ends at the moment Fred is declared elected. So who holds that office for the remainder of the meeting? Nobody! It doesn't get filled until the end of the meeting, when Fred takes over.  

Granted this won't be much of a problem in most cases, but suppose the Charlie/Fred office is the presidency?  The presiding office becomes vacant, and perhaps the vice-president presides.  But suppose the vice-presidential office also turns over in the same way.  Empty again. The gap introduces a (formal) problem that has to be accommodated, probably by an election of a chair pro tem.   The bylaws shouldn't cause such an inconvenience, but they do.

The A-Team seems to have recognized this (little) perturbation to a smooth running meeting, and inserted a parenthetical new rule on page 573, lines 31-33.  But that rule is NOT found in the sample bylaws and, as we all know, bylaws supersede RONR where they conflict.  Why, by the way, is it parenthetical?  It is a perfectly good rule; was the A-Team ashamed of it?

I can think of ways to correct the glitch in the sample bylaws, but let us see if the A-Team does so in RONR/12. And how they go about it.

No; they are subject to the rules that whoever is administering the open forum establishes.  Page 96.