Bruce Lages

If you follow the rules in RONR for electing officers, it should really not come to the  slate being rejected. From what you say, you have three positions to fill and three or four candidates. Unless you have rules to the contrary, nominations may be opened at the general membership assembly for any additional nominations, and then you hold an election. If three candidates receive a majority of the votes cast, they are elected. If less than three receive a majority, you would still have one or more positions open, and additional rounds of balloting should be held to fill the remaining position(s). Nominations may be re-opened between balloting rounds if desired.

It seems to me that the apparent contradiction between the statements referred to by Mr. Katz could possibly reflect a difference between election of new board members when terms expire vs specifically filling vacancies occurring at other times. Providing for the board itself to fill vacancies appears to be a common situation. If this is the case, it could even be that the third position mentioned by Guest Sarah - the board member who is moving away - should be filled by the board itself if this member's term is not expiring, rather than election by the general assembly.

Before they are presented for possible correction and approval at a meeting, the draft minutes are under the control of the secretary. Whether the member's submitted correction is incorporated into the draft minutes is entirely up to the secretary's discretion. If the correction is not included, any member can offer the same correction at the meeting, and the membership, by either unanimous consent or a majority vote if necessary, will decide whether to incorporate it into the minutes before approval.

Note also that the minutes can also be amended after approval using the motion to amend something previously adopted.

You could say that corrections to the minutes can't necessarily be 'done' by proxy, but they can certainly be 'offered' by proxy.

Not on their own initiative, they don't, Even if the committee was created with power, i.e., was given the authority to spend funds for the dinner, to contract with a venue, etc., it would not have the authority to overrule a decision of the membership unless it was expressly given that authority. If a change of date is favored by the committee, they should report back to the assembly which created the committee and recommend the change of date.

25 minutes ago, Gary Novosielski said:

The verbatim wording of the bylaws might cast more light on this question.  I can imagine language that might go either way.

 

I agree, and would add that more specific language to clearly reflect the intent of the organization is also warranted. I can see a reasonable interpretation that "the candidate receiving the lowest vote total will be dropped from the subsequent ballot" is not equivalent to RONR's statement of "making the dropped nominee ineligible for election so as to render illegal any subsequent votes cast for that nominee." If the goal of the organization is the latter, they should say so explicitly.

I would also note that it is not clear from the original post that prohibiting write-in votes on subsequent ballots is in fact a bylaw provision of this organization. There is a presumably exact quote from the bylaws, but then only a non-quoted statement that write-in votes are provided for on the first ballot.

Nothing in RONR gives the chairperson alone the authority to decide who may or may not attend board meetings. RONR does say that attending meetings is a fundamental right of membership, but that applies specifically to members of whatever assembly is meeting. For example, general members have an absolute right to attend general membership meetings, but no such right to attend board meetings unless that person is a member of the board.

The right to determine whether non-members may attend a board meeting rests with the board itself, by a majority vote. Note though that even invited non-members may be excluded from the remainder of a meeting by the chair alone if they become disruptive to the meeting.

It is also possible that your organization may have its own rules as to attendance by non-members. Any such rules would most likely override the rules in RONR.

A defeated motion can be made again at the next session, which for most organizations, would be the next meeting.  There is no limit in RONR for how many times a defeated motion can be renewed (made again) at succeeding sessions.

It would be entirely proper for you to use your notes to prepare draft minutes from that meeting documenting all actions taken at the meeting. You can present this draft to the board at your next meeting for possible amendment and then approval. Then you should elect or appoint a secretary pro tem for that meeting. If the board elects its own officers, you should put out a notice for that next board meeting that an election for a new secretary will be held. Otherwise, if the secretary is elected by the general membership, you take whatever steps are necessary to effect that election - e.g., notifying the nominating committee if your organization uses one, and/or preparing a notice of election for a new secretary for the next membership meeting.

Most likely not, unless it's a motion to rescind or amend the previously adopted motion, or a motion to reconsider the passed motion, which has a number of restrictions on it (see p. 315ff in RONR). But more facts would be helpful.

The reference you cited is from the 10th edition of RONR, which is no longer the current edition The current edition is the 11th, published in 2011. However, in both editions RONR makes clear that it is only the society itself which is, or should be, empowered to impose a disciplinary penalty, such as removal from office, on a member. You really need to go through all of Chapter XX to see that this is the case because the entire chapter makes numerous references to the society's responsibility to determine and impose any penalties.

Your reference (which is on p. 643, l.16 - p.644, l.7 in the 11th edition) does indeed say that conduct injurious to the good name of the society is a serious offense subject to disciplinary action whether the bylaws provide for this or not. However, even without a specific procedure included in the bylaws, it is still only the society itself - in your case the general membership - that can impose a disciplinary penalty such as removal from a board position. I believe that the state board would have to report its accusations against one of its members back to the general membership, who will then decide, following the procedures in RONR, whether that member will be removed from office.   The only way the state board would be able to remove one of its own members is if your general membership gives them that power through a constitutional amendment.

OK - now I think I see your structure. Mr. Martin seems to have answered this in his statement that since it is the constitution that describes the election of these board members, any removal process must also be in the constitution. Certainly the membership could grant the state board the power to remove their own board members, by adding such a provision to the constitution. Out of curiosity, who wrote the state board's bylaws, and who has the power to amend those bylaws - the state board itself or the general membership?

As noted in my response above, Chapter XX of RONR doesn't address this situation.

To be precise, that would have to be what RONR calls a special rule of order. The term 'rules of the day' does not appear in RONR.

You seem to be implying now that your organization has both a constitution and bylaws. Whether the state board can amend either document depends on what each document states about how it can be amended. Each document should specify which body has the authority to make amendments, as well as the procedure that must be followed for doing so. If that body is the general membership, then no other body, such as a board, can adopt amendments. The general membership would have to grant the board that authority by making the appropriate amendments. 

Chapter XX of RONR addresses disciplinary procedures. You might want to look at Chapter XVIII, which discusses in detail the process of writing and interpreting bylaws.

In general, boards have only those powers that are granted to them by the bylaws or constitution. If your organization's constitution does not authorize the state board to remove its own members, then it has no such power. Presumably, that power would be reserved to the membership, assuming they are the ones who have the ability to amend the constitution. Whether the  membership can remove state board members without cause (i.e., by just electing replacement members at any time), or only through disciplinary action, or only via the biannual election process, depends on how, exactly, your constitution defines the term of office for these state board members.

Can you please explain what is meant by "main board members" and "subsidiary board"? Are you referring to two different boards, or two different categories of board members?

RONR doesn't address what happens prior to a meeting, so there's no issue there, but if by "at the beginning of the meeting" you mean after the meeting has been called to order, that would indeed be problematic. You would need the permission of the assembly, which I suspect might not be granted.

Amend Something Previously Adopted - but the motion that was adopted, and subsequently subject to amendment, was an implied motion to approve the minutes.

I don't think anyone here is going to be able to help very much, as this is not really a parliamentary question. It seems to me that your church will have to decide whether a "week" starts on Sunday or Monday. Now that you've seen this issue come up, perhaps it's time to amend the bylaws to include less ambiguous language.

Once this amendment was adopted by the membership, the only way to change it back to the pre-amended language is by another bylaw amendment, following whatever procedure your bylaws specify for their amendment. Bylaw amendments, once adopted, can not be rescinded by a simple motion to rescind.

You are misreading what RONR says about ex-officio members of committees and boards. "If the ex-officio member is not under the authority of the society, he has all the rights and privileges of board membership, including the right to make motions and to vote, but none of the obligations..." (11th ed. p. 483, ll.30-33). The only difference between such an ex-officio member and the other members is that the ex-officio member should not be counted in determining the number required for a quorum (p.483, l.35- p. 484, l.3)

However, as Mr. Katz points out, it isn't really clear that your council-appointed member fits RONR's definition of an ex-officio member not under the authority of the society. You should heed his advice and check your local ordinances and policies to see what this member's status is.

I think what the OP's organization can not do without a specific bylaw provision is to disenfranchise the absentee voters by deciding to exclude them from any run-off election. It is not sufficient that "Our bylaws do not specify that the absentee ballots be counted in the run-off election". The bylaws must specifically state that absentee ballots will be excluded from a run-off election, otherwise any run-off would have to provide the opportunity for eligible voters to cast an absentee ballot.

30 minutes ago, Guest Chang said:

For the second question; as long as everyone agree to the place (no matter where) it is okay to meet.  But what about if we going to discuss confidential items, is that still okay too, right?

 

Thank you for all your help

Just to be clear, it is not everyone (of the committee members) who has to agree. As Dr. Stackpole pointed out above, it is a majority of the committee members - unless you have a specific rule requiring a different threshold for deciding motions.

Guest Denise's original post suggests that the house committee chairmanship is a board position. If there is a vice chair position, certainly that person could take over chairing the committee, but I think whether the vice chair becomes the new official chair of the committee (and apparently a board member) may depend on how such a vice chair position is defined in their rules. In my experience, very few ordinary societies have officially-defined vice chair positions for their committees.

If, in fact, you have no bylaw procedure for filling a vacancy in office, then you would hold a special election for the office as described above. Do your bylaws provide for holding special meetings?

Assuming the person elected as house chairman did not immediately decline the position, you now have a vacancy in that position. First check your bylaws to see if they describe a vacancy-filling procedure. Often such procedures will stipulate that the president, or the board has the authority to appoint someone to the position, typically for the remainder of the original term. If you do not have such a procedure, a special election should be held to fill the vacancy, by the same body that did the electing originally. This should be done as soon as possible, including calling a special meeting for this purpose if your rules provide for special meetings. Notice of the election must be given for whatever meeting it is scheduled for.

Yes, ballots should be issued to the membership, and unless your rules prohibit write-in votes, there should be blank lines (one for each different position up for election) included on the ballot to allow members to write in a candidate of their choice. You did not say how many fewer candidates you have than the number required, but if some positions don't have any candidate and no one is elected as a write-in, you will have an incomplete election, which should be completed as soon as possible. If your rules allow you can call a special meeting for this purpose, or you can schedule it for the next regular meeting, if it is held within a quarterly time period. 

By chance, are you running your elections solely by mail-in balloting?

Also, don't be surprised if your question gets moved to the General Discussion forum.