Bruce Lages

I think the membership's recourse here is to either: 1) amend the bylaws to be more specific about the method for sending notice, if that's what is desired, since the term 'regular mail' could be (and apparently is being) interpreted in more than one way. If they want to be notified by postal mail, then that's the wording that should be used; or 2) amend the bylaws to remove the words 'via regular mail' so that the requirement to 'send to each member...' can be accommodated with RONR's prescription as given on p. 89, ll. 16-22: "When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a) by postal mail to the member's last known address; or b ) by a form of electronic communication such as e-mail or fax, by which the member has agreed to receive notice.

Once the motion to amend the bylaws is adopted, you'll have to have an election - after giving prior notice - to fill the new position in the same manner that you filled it the first time; that is, unless you include some other method in the amendment. It wouldn't necessarily have to be at the next regular meeting if you have the ability to call special meetings. And even though it wasn't your question - few if any of the regular responders here think that co-anythings is a good idea.

Based on the quote from your bylaws, it's not in order at all. Beyond that major transgression, elections always require prior notice (unless the date is established in the bylaws, as your is) so simply announcing "we're going to have the election tonight" will always be out of order. While an election can be postponed to an adjourned meeting, a special meeting or the next regular meeting (if within a quarterly time interval), I know of no legitimate means of moving an election to an earlier meeting than the one stipulated by rule.

Electing someone to office who does not meet the qualifications for that office as expressed in the bylaws would constitute a continuing breach that will continue as long as that person holds the office. That means that a point of order could be raised at any time that the person is, in fact, not in office. You seem to want to avoid such a situation, which is a good idea. If your bylaws actually do allow the eligibility requirements to be waived by a unanimous vote, that would seem to provide you with a short-term solution and allow you to at least elect officers in your upcoming election - assuming every member in attendance is in agreement. For the longer term, it appears that you need to get busy amending your bylaws to provide for more workable eligibility requirements, if everyone agrees that these requirements are the problem.

I would just like to clarify one point from your initial post. You said: In fact, it is not necessary to go through the procedure of suspending the rules and removing the chair to have an appeal that is not dilatory placed before the membership. On p.650-651, in the section entitled "Remedies for Abuse of Authority by the Chair in a Meeting", RONR makes it clear that if the chair ignores a properly-raised appeal, the initiator of the appeal can repeat the appeal two more times (with a second each time) and then put the appeal to the assembly himself.

If this statement of appreciation is to be an act of the board, then yes, it will require agreement by at least a majority of the board present at a meeting. But you can probably do this without a formal vote if all board members are in agreement with it. I would suggest that a board member contact the other board members privately outside of a meeting and see if most or all of them are in agreement to this recognition and prepare such a statement. Then, at a board meeting, that member (or any member, actually) could seek unanimous consent to present the outgoing chair with the statement.

To include a parliamentarian in its deliberations? Yes, but RONR strongly suggests that the president (or presiding officer) should be free to choose a parliamentarian, since his primary role is to advise the presiding officer. See pp. 465-467 for RONR's discussion of parliamentarians and their role in organized societies.

If you're thinking that this is a two step process - first suspend the rule, and then move to strike the tellers' report by a majority vote - that is incorrect. The motion would be stated as "I move to suspend the rules and strike the tellers' report from the minutes..." (p. 262, ll. 1-4). And if your goal is to permanently remove tellers' reports from all future minutes, that would require adopting a special rule of order. Having said that, I think Mr. Mervosh's point above is well taken.

I'll try to respond to each of your questions separately: Can a past President resign from a Board position he never was elected to where not covered by the by-laws? Yes, it is certainly possible to resign from a non-elected position. A resignation is a request to be excused from a duty, and someone in a non-elected position can decide that he no longer wishes to fulfill that obligation, and so inform the body, in this case the board. Can the President of an organization appoint a past President who is no longer on the Board to serve the remaining term on the Board of a past President who allegedly resigned two years ago ? I think this very well may come down to a bylaws interpretation by your organization. Having said that, however, I suspect there might be consensus from the regulars on this site that, because of the unique qualifications for these PP positions, it is not possible to appoint someone else to fill a vacancy in one of these positions. No other past president will have the specific qualifications to hold the position other than the person who resigned, especially one who is no longer eligible to hold one of these positions. Can the Board approve this if the President cannot? If the vacancy cannot be validly filled, then neither the board nor the president can act to fill it. If it comes down to a bylaw interpretation, then that will be up to your organization to sort out. Finally, you can certainly avoid this whole mess by heeding Dr. Stackpole's advice above regarding 'official' PP positions on the board.

I suspect your recourse is going to be more legal than parliamentary.

The example of a bylaw amendment legislating an officer out of his office is one where an adopted bylaw, at the time of its adoption, has an immediate effect that occurs before the end of a current term of office. But does RONR prohibit an organization from adopting a bylaw amendment in June, say, raising the dues and making the amendment retroactive to Jan 1? or even earlier?

According to RONR, it's neither. The newly adopted term of service would take effect as soon as it is adopted. If you want the change to take place at some other time, you need to either write that provision into the bylaw amendment, or adopt a proviso at the same time as the amendment, stipulating that the amendment will not take effect until whatever time or condition you chose.

Also, be aware that the only way to oppose a candidate is to vote for someone else. There should not be a yes/no type of vote for elections. Are you saying that the opposition to this candidate was in the form of 'no' votes?

If that's the only issue raised, I don't see any way that a re-vote would be valid. Not that it changes anything, but was this previous suspension not known before the vote was taken? The time to raise an objection to the candidate was during the nomination process - nominations are debatable.

In most cases, no, it would not be allowed. But, we really need to know the reason for asking for a re-vote before we can give you a definitive answer.

The default quorum in RONR is a majority of the current members. But this is frequently changed by organizations to suit their particular situation. Check your rules to see if a quorum is established for the executive committee. In the absence of any such rule, it would be the default of a majority - in your case 3 members. Incidentally, an executive committee is more in the nature of a board than a typical committee, but this does not alter the default quorum requirement.

If your bylaws actually state that voting will take place by show of hands, then that's how you must vote and the president seems to be correct (but not because she wasn't at that meeting and didn't get to vote). You cannot overrule a bylaw requirement by just a majority vote - you would have to follow the procedure given in your bylaws for amending them. But, please - when you rewrite your bylaws, take out the requirement for voting by show of hands. If you adopt RONR as your parliamentary authority, you will have access to the use of several means of voting, from the default voice vote to a secret ballot vote or even a roll call vote. But you will be able to chose which method of voting to use in any given situation by a majority vote at that time.

Need to show? No, the only people who need to see (or hear) the secretary's draft minutes are the members of whatever body's meeting the minutes are for, i.e. - the board, the general membership - since they are the ones that have the responsibility to correct and approve them. The secretary can, of course, chose to share the minutes with the president or other members, but is under no obligation to accept any suggested changes from those members. Just be sure that draft minutes that are circulated are clearly labeled as 'draft', as you seem to be doing.

Read? No, nor are you required to approve them. However, unless there is a very good reason not to, the minutes definitely should be approved at the next meeting. If copies of the draft minutes are distributed beforehand it is not necessary for the secretary to read them, although this must be done on the demand of a single member. If there is a (very) good reason why they cannot be approved at the next meeting, they should be approved as soon as possible. For a society that only holds an annual meeting, RONR strongly recommends that a committee or the board be authorized to approve those minutes.

How is the term of office for the treasurer defined in the bylaws? Please provide an exact quote.

You are correct that an amendment requires a majority vote to be adopted regardless of what vote is required for the main motion, But, while an affirmative vote of a majority of the entire membership can adopt almost any motion, it is not required in any case that I can think of. You should probably check your bylaws to see under what circumstances a vote of a majority of the entire council membership is required and what it applies to. Your rules may vary from those of RONR. And Saint Cad is correct - it's too late now to raise a point of order regarding the (presumed) mistakes made.

If RONR is specified as your parliamentary authority in your bylaws, then you don't really need any further bylaws statement regarding which body is empowered to accept resignations: "The power to appoint or elect persons to any office or board carries with it the power to accept their resignations..." (RONR, 11th ed. p.467, ll 25-26). When the resignation was announced to the membership and a special election to fill the vacancy was called, the membership, in effect, accepted the resignation, even though there was no formal vote taken to accept it.

Where does the statement on filling vacancies come from, if not from the bylaws?

Yes - that is the more logical interpretation of the initial post. Sorry for mis-reading the question.

When the bylaws stipulate (as does RONR) that the president may not serve ex officio on the nominating committee, it is very hard for me to understand how that can be equated to the president 'being absent'. Clearly, the bylaws mandate that serving ex officio on the nominating committee is not one of the "duties of the president", and therefore not something that can be transferred to the vice president. In my view, the VP had no business attending the meeting, much less voting, in the first place.