Bruce Lages

What bylaws are you referencing in Question 1 of your original post?  If the reference is to the International Constitution and Bylaws, then it seems to me that the quote you provide in Question 2 makes clear that the provision of those Bylaws regarding the parliamentary authority must override the reference to a different version of Robert's Rules in the Convention Rules of Order: "unless otherwise provided for in the International Constitution and Bylaws". The responses provided above by Mr. Martin and Mr. Brown make clear that any reference to 'Robert's Rules of Order' is defined in RONR itself as a reference to the latest edition of Robert's Rules of Order Newly Revised.

It would indeed be wise to amend the Convention rules to eliminate this conflict.

I would also add that you might consider Dr. Goodwiller's suggestion of an outdoor, socially distanced meeting specifically to resolve your hiring situation, which seems to be of immediate concern.  I would also want to know how many members in your organization, and how many members constitute a quorum. In addition, a socially-distanced meeting is much more feasible if we're talking about a board doing the hiring, as opposed to the general membership. Is that a possibility, i.e., do your rules allow the board to hire an employee?

Since RONR has no rules regarding attendance requirements - other than those requiring the presence of a quorum in order to validly conduct business - I don't think you will find your answer here. Any attendance requirements would have to be spelled out in your own rules.

One pertinent question may be how did this motion that was 'up' next get put on the agenda in the first place. If it was on the agenda because a member had given previous notice of the motion, then that member is entitled to preference in recognition when the agenda reaches that point (42:13, 4f), and the chair should not recognize another member first.

So, how did this motion get placed on the agenda?

Aside from the parliamentary issues, do you really find it necessary to have a board of 10 members for an organization with < 45 members?  Perhaps it would be easier to recruit board members (new ones especially) if you didn't need to find that many. It does seem to be an unusually large size board for your total membership, although granted that we know nothing about your organizational structure. Just thinking out loud.

As to the other part of your question, I don't believe that RONR addresses the issue of acceptance speeches. You could look at it as a case where, once the results of an election have been finalized, the implied motion "that [blank] be elected" has also been carried out to completion, and therefore no further discussion on the matter is in order. However, RONR does say that an election becomes final only if the winner does not decline (46:46), so an acceptance is actually a key part of the election process.

For an acceptance speech that goes beyond simply accepting the office or position, I think the assembly could grant that, preferably by unanimous consent, as a form of the motion Request for any other Privilege. 

A definitive answer will depend on how the monthly meeting(s) was scheduled or called. Are these meeting schedules prescribed in your bylaws, or by adoption of a motion, or by a directive from your president or some other officer? Or by some other method?  Please be specific.

Nothing in RONR would prevent this. There would have to be something in your rules that addresses it.

34 minutes ago, Guest Puzzling said:

If the 12th edition looks to hard (it is rather big) get RONR in brief 3th edition as well as introduction. 

 

I'm afraid that RONR in Brief won't be much help in these circumstances - it only touches on disciplinary procedures in a very passing manner. The big book is necessary for this one.

I would check your bylaws carefully to see how the quorum for this committee is defined. If it is described as a percentage of the membership (such as the default quorum in RONR, which is a majority of the membership), then one person holding multiple positions will not cause a problem. However, if it is defined as a set number of members, then one person holding as many as four positions out of seven may be a real problem for achieving quorum. As with voting, each person counts as one person only, regardless of how many positions he or she occupies, for determining quorum.

Please note that the quote from RONR, 48:4(6) cited above should read  "...except, normally, any that were withdrawn..."  (A reverse 'not-hole'?)

21 hours ago, Atul Kapur said:

Are you saying that a substitution -- as a type of amendment --could never be within the scope of notice?

It might take more imagination than I have at present, but I'm sure I could think up an example of a substitute that would be within the scope of notice of the original amendment that I would also have to conjure up.

Apologies for the delay in response. No, I would not want to presume such an absolute inability to satisfy scope-of-notice restrictions. But, as experienced by the original poster, it seems that amendments by substitution are probably more likely to run afoul of scope-of-notice restrictions than other, less encompassing forms of amendment. 

2 hours ago, Guest ThoughtIdSeenItAll said:

A motion from the floor to amend the original motion was put forward, which was to "delete the entire motion proposed for subsection "d" and 100% replace it with a new rule under (d)". This new rule was completely unrelated to the original motion for (d), however was related to the broader topic under Section 6. 

Would this second motion be considered an amendment? Or would it be considered a new motion from the floor, which would not be permitted under our Bylaws? How much can the original motion be changed before it is no longer an amendment?

I have never seen this attempted before and it feels like an attempt to defeat the original motion without a vote. In this case, the 100% amendment was allowed. Thoughts? 

For future reference I would just point out that a motion to substitute, i.e. to replace a pending amendment in its entirety with a completely different wording, is a perfectly proper form of amendment (see 12:69 and 12:70) in a situation that does not involve amending the bylaws, or where previous notice of a motion is required. A motion to substitute would be in order for a motion for which previous notice was given, but not required. In that case, however, adoption of the substitution would require a 2/3 vote rather than a majority vote because it would nullify the effect of the previous notice.

On 11/21/2020 at 7:56 PM, NCDSA2011 said:

We are electing multiple (5) board positions on the same ballot. Thank you to all who replied. 

I hope that these five positions are all different from each other in some way, as opposed to being five identical positions ( e.g., defined just as director, trustee, etc). While I don't believe there is any prohibition in RONR against one member holding two or more identical positions, it would make no sense whatever to do that.

Are you sure that your bylaws don't say anything more about the  procedure for their amendment? Do they really say nothing at all about previous notice or a vote threshold?

What we need to know is whether this 'ballot' that is sent to all homeowners is where the voters are expected to indicate their choices for board members and then return to the association to be counted; or is it just a list of all the nominees for an election to be held at a subsequent meeting.

I just guessed that it might be a ballot that included elections for different offices on the same ballot. I think jggorman sort of confirmed that was the case.

Am I the only one who is somewhat confused as to exactly what types of meetings Guest Terri Tipps is asking about? At the very least,the reference to in person meetings seems to differ from RONR's description of an in person meeting. Also, what type of platform is Basecamp? Guest Terri seems to imply that it is different from both in person meetings as well as video meetings, but I have no idea what the difference(s) might be.

Abstaining is choosing not to vote. Since an abstention indicates no choice for any candidate, members who abstain have no effect on the results of a vote, at least a vote that is taken as defined in RONR - e.g., a majority of the votes cast by members eligible to vote - and in your bylaws as well (" a majority of the votes cast"). Your ballots should not include a line item labeled abstention - members can also abstain by not making any choice in that segment of the ballot, or even not submitting a ballot. When calculating the results of the vote, you do not count any ballot with no choice made - or in your case with the abstention line checked - as a vote cast, at least for that section of the ballot.

You should refer to RONR, 12th ed., 44:1 for the basis of a majority vote, and 45:31 to 45:41 for recording ballot votes.

I don't think it's necessary to have the chair retract his resignation letter. You could ask the chair to attend the next meeting, at which you will formally accept his resignation, but only after you appoint a new director with his help.

2 hours ago, Guest JMK said:

Can anyone clarify whether any bylaw that limits member main motions and debate is in order, (not explicitly but effectively nearly entirely barring participation at meetings)? *How much limitation can be put into a society's bylaws before a general meeting no longer meets the requirements of a GM?

 

I'll try looking at our province's Societies Act as well.

 

Your organization can put any rules you want into your bylaws, including rules that override the rules in your adopted parliamentary authority. What cannot be put in your bylaws would be rules that conflict with procedural elements contained in local, state, or federal laws. So, yes, rules that restrict members' rights to make motions and/or debate can be added to your bylaws, as long as the procedure contained in the bylaws for their amendment is followed.

It will also be wise to look at your provincial acts for anything related to procedure that might apply to your organization - you cannot amend the bylaws to include anything that conflicts with procedural rules contained in those acts.

2 hours ago, Guest JMK said:

This question about membership limitations more specifically, Can the chair refuse motions from members to add items to the agenda while it is pending, based on this bylaw limiting "proposals"? I can see this being the reason offered. Thoughts?

 

That will be up to your organization to determine. I don't think that action by the chair would be completely unreasonable, based on that bylaw, but that decision should be made by the membership, by raising a point of order if the chair does refuse motions from the members, and, if necessary, appealing the chair's decision (requires a second). The membership, by a majority vote, will either uphold the chair's ruling or overrule that ruling. You should also act quickly to amend the bylaws to remove any ambiguities in the language of these bylaw provisions.

I don't see in your responses above where you have shown the procedure specified in your bylaws for their amendment. If they follow the procedure outlined in RONR, then your general membership should be the entity with the authority to approve amendments. If that is the case, then let's hope that they are wise enough to reject any overt attempts to deprive them of their rights as members by adding such restrictive rules to the bylaws.

7 hours ago, Weldon Merritt said:

Or maybe even a quart of order, if the member strongly objects. 😁

I thought Mr. Brown might be referring to some secret 2FP procedure  🙄

I think Guest Michaelann is asking about their motion that 'the Bylaws Committee moves the adoption of the bylaws revision', i.e. whether that motion can be rescinded. I think the answer to that is clearly no. But the motion was defeated, so the bylaws have not be amended, and rescinding would therefore seem to be pointless. It will be necessary to submit a new revision encompassing the same changes, with or without any new changes, if it is still desired to make these changes to the bylaws. 

If that is all that happened, then the minutes should reflect that the motion was made (with the name of the maker), seconded (no name necessary), and no vote was taken. If your next meeting is held within a quarterly time period, that motion should be brought up under unfinished business. The chair at that time should urge that the motion be dealt with in some way - a vote, or postponement to the next meeting, or referral to a committee.

As a member of the group, a person serving officially as the parliamentarian has the right to vote, but does not exercise that right (except in the case of a ballot vote), nor does she participate in debate or make motions.  When a member is officially elected or appointed as the parliamentarian she gives up these rights of membership in order to preserve the appearance of impartiality. However, in many organizations a member who is more experienced in parliamentary procedure may be called on by the chair to provide some guidance in particular instances. In that case such a member does not give up these rights of membership. See RONR, 12th ed. 47:46-56.