Bruce Lages

Is this requirement the appointed VP can't satisfy related specifically to the election process or to holding the office? That would appear to be an important distinction, because the bylaw statement you quoted (I'm assuming it's an exact quote) does not contain any language that would allow the Executive Board to bypass any requirements for holding office in choosing someone to fill a vacancy.

It's not rescinding, but the request can be withdrawn before any action is taken on it.

Me too. Calling Dr. Stackpole.

I'm a little confused by Guest Karol's term limits situation. Does the organization define term limits for board positions independently of the term limits for other offices board members may hold? In the more common scenario, the president would hold a board position because he holds the office of president, and would continue on the board for as long as he remains president. The term limits would be for the office of president. In this organization, could the president cease to be a board member while still being president? Also, Guest Karol states: "The Board is more likely to eliminate the IPP as an official role on the Board moving forward..." which indicates that the IPP is automatically made a board member. The described term limit structure would seem to set up an impossible situation: the president upon leaving office automatically becomes the IPP and thus automatically becomes a board member by virtue of being the IPP; but because the president 'termed-out' of the board while president, he cannot fill the IPP board position. It seems as if for the board position, this person is subject to board member term limits while president, but to IPP term limits as IPP. It might be helpful to know exactly how this organization defines its term limits - for board positions and/or for officer positions.

I think that depends on how many more than 12 members your board has. RONR stipulates that small board rules can be applied when "boards are usually to be understood as consisting of not more than about a dozen persons." (p. 9, l.35 - p. 10, l.1). If your board has a few more than 12, the small board rules may work fine, whereas if you have many more members they probably won't work well. The 12 members figure should not be seen as an absolute limit.

RONR does not recognize any form of a 'progression plan' such as you describe. Therefore it will not be possible to give a solution to your problem based on RONR. If you're certain that your bylaws do not provide for this type of situation, about all I can think of is that when the term of office of the 'moved-up' officers begins, you can then declare a vacancy in the office of president, and fill that position according to your vacancy-filling procedure as outlined in your bylaws. Normally, according to RONR, a vacancy in the office of president would be filled automatically by the vice president becoming president. In your case that would mean that the secretary/treasurer who progresses to vice president would then step up again and become president as soon as the new terms of office begin. However, I'm not sure that would accord with the wording of your bylaws regarding vacancies ("Vacancies in any position...[my emphasis]). As an aside, I'm surprised that you have never encountered this situation before - it seems like you're subjecting your officers to a rather lengthy commitment to serve.

Yes, in some circumstances. If the assembly has dealt with all items of business on its agenda, and after a call for any other new business by the chair none is forthcoming, the chair can declare the meeting adjourned.

I think also that if such a motion is adopted, the chair should still follow RONR's prescription to relinquish the chair until the pending matter is resolved.

A ballot with no name selected, or a blank ballot, is treated as an abstention, and is not counted towards any candidate - or to the number of votes cast under standard voting procedures.

When is your next meeting? If it is within a quarterly time period from the July meeting, that motion should come up under unfinished business if it was still pending when the July meeting was adjourned. Otherwise, the same motion can just be made again - this time make sure that some action is taken, i.e., voted up or down, postponed, or referred to a committee.

Aside from the several anomalies in the scenario presented, i would say that a motion to re-take a ballot vote by voice voting should be ruled not in order, based on what is stated in RETAKING A VOTE on p.285, ll.10-27. Mr. Harrison has raised the first issue as to whether your bylaws allow for voting by mail. Another issue is whether the motion to re-take the vote was made within the time restraints imposed by RONR for such a motion (p.408, l.28 - p.409, l.10)

Assuming that the call garners the required number of signatures, it appears to be in compliance with the procedures specified in your bylaws. However, unless your bylaws say otherwise, the owners calling for the special meeting have no authority to require a ballot vote in advance of the meeting - that decision will be made by those attending the meeting, upon a motion and majority vote. If RONR is specified as your parliamentary authority in your Association's governing documents, there is no need to define a majority vote since RONR already does that. I think it's also questionable whether you can establish that there will be 'one vote per unit' in the call for the meeeting - your governing documents should spell out the basis for voting in your Association and if that is different from 'one vote per unit' you must follow those rules.

What is your question?

I don't find it all that confusing, although it might be somewhat clearer if the at-large director position had been given a different title. The officers and the at-large director constitute the board (of directors). So when referring to them as members of the board, they are all considered as directors. As an aside, what I do find rather unusual, to say the least, is that the board, which is charged with supervising the officers as well as setting any compensation for them, comprises 80% officers, and any 3 of the 4 officers will make a quorum. That doesn't seem like the ideal situation for effective oversight respnsibilities.

RONR lists several different methods for appointing members to a committee on pp.492-497. I'd say that any one of those methods can be used to select the members of committees 2 and 3 who shall also be members of committee 1. Those methods include election by the assembly, with nominations by either the assembly or the chair, appointment by the chair, or by naming the members in the motion to establish the committee. Your organization is free to choose which of those methods works best for you.

It seems to me that the easiest way to exit an executive session would be by unanimous consent ("If there is no objection, we will resume our regular session..."). If the business requiring executive session has been dealt with, there would be no reason to raise an objection.

Guest Angel - it's hard to say that one is better than the other, but your organization should be aware of the important differences between the two wordings in situations involving removal of officers. The wording "for one term and until their successors are elected" will result in the necessity of formal disciplinary procedures for the removal of an officer before his or her term is over. In this case, you can't just vote an officer out of office since the wording guarantees one term unless you invoke those disciplinary procedures. RONR has an entire chapter devoted to such procedures (11th ed., chapter 20), which are purposely somewhat cumbersome - in order to protect both the accused's and the organization's rights. If your bylaws prescribe your own disciplinary procedures, you would need to follow those. In contrast, the wording "for one term or until their successors are elected" allows for removal before a term is completed by a vote of the membership - a majority vote with prior notice, or a 2/3 vote or a vote of a majority of the entire membership without notice. Clearly this wording provides a simpler method for removal of an officer before a term has expired. If you want to read RONR's own discussion of this it's on p.653 - 654.

Since you say that your board of governors "is made of 10 people", presumably your bylaws or other governing documents specify which ten people are included as members of the board of governors. At a BOG meeting, it is only those ten people who have all the rights of membership, which include the right to attend, to make motions and speak in debate, and to vote. Anyone else should be considered a guest, i.e., they are present only at the request of the BOG. Such guests can be granted the right to speak when no motion is pending by a majority vote of the BOG, and can also be granted the right to debate a pending motion by a 2/3 vote to suspend the rules. Non-members of the BOG can never be granted the right to vote at BOG meetings. One note of caution: if this organization is a civic one or even an association such as an HOA, there may be applicable laws that grant the right to attend BOG meetings to certain non-members. You will need to consult legal advice to determine if any such laws apply in your case.

Or maybe an unfortunate 'not-hole' (based on the title and the second sentence)?

Since they have neither president or vice president at the moment is it really necessary, from an RONR perspective, to follow this procedure, or couldn't the board just elect both a president and a vice president with one vote?

RONR says "The use of a recording device can be of great benefit in preparing the minutes, but a transcription from it should never be used as the minutes themselves." (p. 471, ll.26-28). I think the assembly should only be called upon to decide whether to approve the use of a recording device if an objection is raised to it. In this case, the assembly, by majority vote, will have the final say in allowing or disallowing its use. Each assembly (full association and board of directors) can make this decision for its own meetings.

There is no such rule in RONR. A motion to send a proposal back to a committee ( to re-commit) is perfectly valid. Since you have a standing committee whose purpose is to review bylaw amendments, you are restricted to sending the proposal back to that committee; that is, you can not create a different special committee to review this proposal. However, assuming this proposal already was reviewed by your standing committee, and that the committee made a recommendation on it, what is the basis for sending it back again?

Please post your question as a new topic, even though it may be similar to a previous topic. Edited: Please disregard - this has already been posted as a new topic - thanks, jandm.

No, not necessarily. These provisions apply to your regular biennial elections - is there a bylaws article that covers vacancies in officer positions?

You don't have to have a motion to accept the committee's recommendations, but without a motion of some kind nothing will happen to those recommendations. If you are presenting this to the board you could, as noted by Transpower, move to adopt the committee's recommendations. This will open them to debate and action by the board, and you could then offer your amendments. If, as you say, consideration of the recommendations will take several hours to work through, you could also move to refer the committee's recommendations to a committee of the board. This board committee can take the time to deal with the recommendations, and you could submit your proposed amendments to this committee for their consideration. The board committee can then report back to the board with a possibly modified proposal for adoption by the board. What you shouldn't done is just move on without some action by the board. That will leave the long range planning committee's recommendations in limbo, being neither adopted nor rejected. That would not send a good signal to this committee, or to any other committees that might submit proposals to the board.