Bruce Lages

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.

3 hours ago, Guest Emily Capo said:

These officers are only in the policies and not in the bylaws.

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?

7 hours ago, Guest farmer said:

That answers the question.  An additional member must be placed on the board. There could be many tie votes until a new member is found.  Thanks.

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.

I imagine the same way they would with more members or fewer members. More yes votes than no votes - regardless of how many of the members cast a vote - constitutes a majority vote. At least twice as many yes votes as no votes - regardless of how many members cast a votes - constitutes a 2/3 vote. And, perhaps what you're really concerned about - a tie vote defeats a motion, since there are not more yes votes than no votes, while a tie vote does not elect anyone,which requires repeated rounds of balloting until someone gets a majority vote.

Was there something else that you were asking about?

According to RONR, boards and committees are very different animals, and, for the most part they do not function in the same way. I would refer you to RONR's chapter on boards and committees, starting on p. 481, to read in detail about the differences.

As to seconds for motions, a second is not needed for a motion arising out of a committee report to the the parent assembly, as long as the committee was made up of more than one member. For most committees - and for many boards - the relaxed procedural rules described on p. 487-488 include a provision that seconds are not needed. These rules apply to most committees and can be adopted by boards of not more than about a dozen members. 

All that is said here (by me as well as others) is with the understanding that the society itself must interpret its own bylaws and is the ultimate arbiter of what its bylaws say and mean.

Nothing in the sections of the bylaws that you have quoted requires notice at the Annual Membership Meeting (or at any membership meeting, for that matter) of a proposal for a bylaws amendment that ultimately will be sent to the board for consideration. In fact, based solely on the bylaws section you quoted, there appears to be no requirement for notice about any of the business that will come before the membership at that Annual Meeting, with the exception of notice about a proposed amendment to the Articles if such an amendment is to be presented at the Annual Meeting.

Having said that, however, if a member wishes to put forward a bylaws amendment proposal at the Annual Membership Meeting with the hope that the membership will agree, by vote, to recommend this proposal to the board, nothing in the bylaws prevents that member from asking that his proposal be included in the call for the annual meeting. The bylaws specify what information about the Annual Membership Meeting must be included in the call for the meeting, but this does not preclude providing additional information in the call, such as notice of specific proposals to be presented. For something as important as a potential bylaw amendment there is no good reason not to include such notice to the membership.

Section c, dealing with proposed amendments to the bylaws, requires posting 'in XXXX Facilities' and/or 'on the XXXX website' at least 10 days before the board meeting at which the proposed amendment(s) will be considered. Doesn't the general membership have access to the XXXX facilities and/or the XXXX website? If so, these postings will give notice to the membership and presumably allow members to suggest any further changes to the amendment(s) under consideration to the board, which you say is their right, even if they can not vote on them.

I'm also wondering why the quoted sections c and d are listed under the heading of the Annual Membership Meeting, since they do not seem related to that meeting at all.

In addition to Mr. Mervosh's RONR reference, I believe that any limitations on a member's right to vote can only be specified at the level of the bylaws. Therefore, any attempt by the membership to define what constitutes 'in good standing' by a main motion, to the extent that such a definition could deprive any member of the right to vote, must be ruled out of order.

More fundamentally, when you state that "members start raising a multitude of issues they would like to have discussion about", are these members offering motions to start these discussions?  Discussion without a motion should not be taking place if this assembly is larger than about a dozen members. The chair should not allow discussion to begin if there is no motion made.

If motions are being made, then Mr. Katz has suggested ways of dealing with this issue.

Guest Tanya - can you please re-phrase your question?  It appears there are some words missing that might help us understand exactly what you are asking. Thanks.

If the original ballots can be deemed as securely held since the meeting at which the vote was taken, couldn't the assembly call a special meeting within a quarterly time period and conduct a recount?

Yes, it is permissible (RONR, p.421, l. 7-8).

Guest Sarah -

The absence of any provision in your bylaws does not prevent your organization from using email to provide notice of meetings and/or motions. According to RONR (p.89, l. 16-22) email is an acceptable method of providing notice as long as each individual member has agreed to receive notice by this means. In your case, if you and your husband are considered as separate members (as opposed to some form of joint membership) then each of you should be receiving notices. Also, any members who do not have email, or have not agreed to receive their notices this way, would have to be sent notice via postal mail, since that is the only other method recognized by RONR.

Failure of the organization to adhere to either of these requirements for providing notice by email - especially when it results in any member not receiving notice - will invalidate the effects of providing notice.

Whether it would be okay to make that change to the submitted amendment depends on what your current quorum requirement is. Once notice is given for a proposed bylaw amendment, any subsequent proposed changes to that amendment must fall within the 'scope of notice', which means it must fall between the limits of your current requirement and the new requirement that is being proposed.

So in your case if your current quorum requirement is a majority of members and the proposed amendment wants to change that to 2/3 of members, then a request to amend the 2/3 to 1/3 would not be in order. However, a change to any number between a majority and 2/3 ( 55%, 60%, etc) would be in order.

You can read about scope of notice requirements in RONR, 11th ed., p.594-596 under the heading Amending a Proposed Amendment to the Bylaws.

No, that's not right. Vote one is to approve the secondary amendment. With that vote being passed, the primary amendment is altered to include the wording of the secondary amendment, so there's no second vote needed to do that. Vote two will be to approve the primary amendment (as now altered by the secondary amendment). With vote two being passed, the main motion will be altered to include the wording of the primary amendment - again, no additional vote needed to do that. Vote three is whether to approve the main motion as altered by the wording of the primary amendment. It's important to remember that after all primary and secondary amendments have been dealt with, you still haven't decided whether to approve the main motion - you've just agreed on what the wording of that main motion will be. It still needs to be approved, or not, with its finally-agreed upon language.