Bruce Lages

I think it does make a difference. Regarding length of term for filling vacancies - at least for the presidency - RONR does say that "If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice president or first vice president automatically becomes president for the remainder of the term..." (p.575, l.9-13; my bold). Based on your statement above that your officers serve for a two year term and there is no odd or even year election format, it sounds like election of officers occurs for all offices at the same time. It would certainly make sense for vacancies in any office to serve the remainder of the term for that office so that your election format is maintained

Upon re-reading the original post and Mr. Kapur's response immediately above, I think I have a clearer picture of the situation now. Of the two positions not scheduled for election until 2022, the vice chairman's seat was already vacant at the time of this election and the secretary was elected to the new position of chair. Since your bylaws specify that vacancies are filled by the body which elects the offices, what you had was an election for two offices whose terms were expiring and also an election to fill two vacancies. This is the part that was not clear - at least to me - in the original post. So, as Mr. Kapur noted, you are not electing four officers to concurrent terms of four years each. Your new chair and treasurer are beginning their four year terms, but the new vice chair and secretary are each filling the remainder of a four year term that began two years ago, and will end in 2022.

This may be an aside, but can you explain why, given your first statement - "An organization has just held elections for all of its 4 officers. Each officer has a 4 year term of office, with staggered elections - chairman and treasurer were scheduled for 2020, vice chairman and secretary in 2022." - all four offices were elected at the same time? Why were the elections not staggered this time?

In these circumstances the proper procedure would have to been to postpone the motion to the next meeting, or if those questions that needed resolution might take further review, to refer the motion to a committee charged with researching and providing recommendations to resolve those questions.

It would come up as unfinished business at the next meeting of the same body, provided that meeting occurs within a quarterly time period. If the next meeting can not be held within that time period, the motion would 'fall to the ground', i.e., it would cease to exist and could just be made anew whenever possible. Why wasn't the motion put to a vote? The minutes should reflect exactly what happened - the motion was made by Mr or Ms ______ , but was not put to a vote.

As Mr. Merritt has pointed out, and you have confirmed, the reference in your bylaws to past president, by itself could describe more than one person. But I agree that because the reference is to "the past president", it is most likely intended to describe the immediate past president. Clearly this is subject to your organization's interpretation of its bylaws because the language used is not precise. But if you insist on keeping the (immediate?) past president as a board position - which you can see is not a recommended option - you need to amend the bylaws to more accurately describe which past president they are describing. Alternatively, be aware that there is really no downside to eliminating this person as a board member. If you wish to use your immediate past president's experience as a board resource - or in fact, any past president's experience - the board is free to invite him (or them) to attend board meetings at any time - even by invitation to executive sessions if deemed necessary - to provide whatever help they can.

In the five member board described here by Ms Snow, there are clearly limitations, based on both the extent of other administrative duties for each office and on common sense, on which two of the offices could reasonably be held by one person. Common sense prohibits one person from being president and vice president, since the primary responsibility of the vice president is to preside in the absence of the president. It would also be very difficult for one person to satisfy the requirements of the president and the secretary during meetings. And depending on the extent of additional responsibilities assigned to other offices, it could easily be overwhelming, e.g., for the president to also assume the duties of the treasurer. For this particular board, it seems that limiting one person to one office is clearly the way to go.

Since RONR has no such three-reading rule, you won't find an answer here. For what it's worth, under RONR, a motion can be amended, even multiple times, and then voted on all at the same meeting.

I don't know where your "Rules & Procedures" fall within the hierarchy of your governing documents, but it seems to me that nothing short of a bylaw-level rule could empower an executive board to set the terms of procedure for a general membership meeting.

No, it is not true according to RONR. If the committee presents a proposal to the board for the board to consider and take action on, all members of the board are entitled to debate the proposal, offer amendments, or take any other action. Once moved by the committee, the proposal is now in the hands of the board. Yes, a board member who served on the committee that presents a proposal can vote, as a board member, against the proposal.

Postpone indefinitely also applies only to the end of the current session. A motion postponed indefinitely could also be renewed (i.e., moved again) at any subsequent session.

Assuming that this procedures manual falls under your committee's purview, you should be able to present the proposed amendments to your committee for them to decide whether to incorporate them into the final form of the manual to be presented to the general body for their consideration. As for your presentation of this manual to the general body, it would certainly make things a lot easier if you provided written copies to the assembly, even better if you can provide them before the meeting if possible. A 75 page document is very likely too much to be presented orally, especially if the body hasn't had chance to see it beforehand. Once you o present it and move its adoption, it will be open to amendment by the general body. If there are any amendments that were proposed during the initial review that your committee decided not to incorporate into the manual, they could be proposed again at this time.

Under RONR, an ex-officio member of a particular assembly is a member by virtue of an office that person holds - e.g., the president being an ex-officio member of all committees except the nominating committee. Ex-officio members have all the rights of membership, the same as any other member of the assembly. Your rules specifically prevent the chairperson of CPP from voting, but apparently do not address the other rights of membership. The consensus here would be that all other rights of membership such as making motions and participating in debate are retained. But if there is any question on this, it is up to your organization to interpret its own rules. RONR recognizes only members, with all rights of membership, and non-members, with none of the rights of membership, and does not address levels of membership in between these two limits.

It is not necessary to have a provision in your bylaws strictly to increase the dues. If your bylaws specify the dues amount, then you will need to amend the bylaws to increase that amount, following whatever procedures your bylaws require for their amendment. If your bylaws specify that dues will be collected, but do not specify the amount, then they might indicate who has the power to set the dues amount - either the board, or the membership alone. When the bylaws do not specify the dues amount, an increase would most likely be through the motion to amend something previously adopted, since you would be changing an amount previously approved. This motion requires a 2/3 vote if no previous notice is given, a majority vote if previous notice is given, or a vote of a majority of the entire membership. For an issue like a dues increase. I would strongly recommend giving previous notice.

I'm somewhat confused as to whether you're referring to term limits - which typically define the number of terms which can be served, either consecutively or in total, or to the length of each term. When you say "term limits of 2 years", that seems to be referring to the length of a single term. But your question then has to do with the president wanting to run for a 3rd term. Do you mean that your new bylaw amendment restricts the president to serving no more than two consecutive terms?

The suggested change to the bylaws can only be implemented by following the rules set forth in your bylaws for their amendment. It doesn't matter whether the change is 'simply clarifying' an existing bylaw provision, is introducing an entirely new provision, or is even just adding some punctuation. You need to follow the rules in the bylaws for their amendment to do this.

Depending on what this statement actually means, and whether there are other offices that are defined in the bylaws, these persons may not be officers at all. If your bylaws define certain offices, then other offices can not be created except by amending the bylaws. Do you mean that the offices these persons hold are defined in the bylaws but their executive committee status is set out in your policies, or that these offices themselves are only defined in the policies?

The report of a committee is what has been agreed to by a majority of the committee members, so it would certainly not be appropriate for the committee chair to present something different to the executive committee. While committees don't generally keep minutes, it's probably a good idea for the committee's final report to be in writing, stating just what was agreed to by the committee. That would make it more difficult for a rogue chair to substitute his own recommendations for those that the committee approved. But the executive committee is in no way obligated to agree to the committee's recommendations. They can accept the report and carry out its recommendations, they can reject the report and perhaps do nothing, or they can reject the report and do something entirely different from what the committee recommended. Unless they are constituted with the power to act on their own, committees can only make recommendations to their parent assemblies.

Is the Board of the parent organization made up of members who are also members of various affiliate groups? If so, it seems to me that this situation may arise frequently as the parent board creates policies that may very well have unequal impacts on the various affiliate groups. One would hope that the extent of any such inequalities that could be harmful to any affiliate groups would be taken into account by the parent board when formulating these policies and attempts made to minimize any such effects. In a scenario like this, I don't see that a parent board member advocating strongly for his affiliate during the discussion of such policies, and voting against them if they clearly may disadvantage his affiliate group in particular, constitutes a conflict of interest.

Amending the agenda seems like an unnecessary, and probably out of order, procedure for postponing an election when the subsidiary motion to postpone to a certain time would have been in order when the election became the pending item of business.

Under standard characteristic #2 for Amend Something Previously Adopted (ASPA), RONR says: "can be applied to anything... which has continuing force and effect and which was made or created at any time or times as the result of the adoption of one or more main motions." (my emphasis). Even though ASPA may be used primarily to amend or rescind an action taken at some previous meeting, this statement indicates that there is no prohibition against using ASPA on actions taken previously within the same meeting.

I just pre-ordered the 12th edition from Barnes ad Noble, and they are also offering it as a NOOK book.

Assuming the board is empowered to accept the resignation, once it has been accepted it is too late to rescind it. If the now-resigned member really wants to get back on the board, perhaps he can convince the board to appoint him to fill the vacancy, if the board has the right to fill vacancies.

If you are referring specifically to a board, the relaxed rules for small boards (not more than about a dozen members present) allow for all members, including the chair, to participate freely in debate. Normally, debate occurs only after a motion has been made, seconded and stated by the chair. But the small board rules also allow for some discussion to take place without a motion on the floor. I'm not sure what you mean by "before a consensus... are made." Can you clarify?

Yes, but unless those tie votes are all for an election for some office, your four member board will have made a decision in each case. As I said above, a tie vote defeats a motion because it does not constitute a majority vote in favor of the motion. None of those votes will have paralyzed the board into a state of non-action that will require the presence of a new member to resolve.