Bruce Lages

It is entirely appropriate for the candidates to be present while nominations are under discussion. However, it may be especially important for such discussion that the chair be familiar with, and enforce, the rules concerning decorum in debate, which are described in detail in RONR, pp. 391-394. Specifically, discussion concerning the relative merits of one candidate versus another must be handled judiciously, and never allowed to descend into personal attacks.

In the original post, you said " the hearing committee found against the officer and they we issued a suspension from all club activities for 6 months."

Two questions -  1) Who does the "they we" refer to? The hearing committee? Or does the 'we' imply some other body? and 2) What body in your organization has the authority to remove a board member?  Is it the board itself, or is it the membership?

5 hours ago, Guest Who's Coming to Dinner said:

Uh-oh. Do your bylaws say these board members serve "AND until their successors are elected?" If they don't, then the offices have been vacant since the term expired. Either way, your elections are overdue and should be conducted as soon as possible, observing whatever term limits may apply.

I'm not so sure about this. RONR, pp. 573-574, makes it clear that the difference between the two phrases "or until..." and "and until..." is in how an officer can be removed from office before his term has been completed. It seems to me that once the calendar-defined term of office has been completed, both phrases produce the same result - i.e., the officer remains in his position until a successor is elected.

I am guessing that your first sentence was meant to say that this new bylaw does not allow a board member who has served more than six consecutive years to serve again until after a 3 year period. Is that correct?

If so, then if that bylaw was adopted in November of 2015, it would have been in effect as soon as it was adopted, absent any proviso adopted at the same time that modified the time at which the amendment took effect. Your eligibility for election in 2016 would then fall under that bylaw provision (there is no retroactive factor in effect here) and you might not have been eligible to serve again on the board.  I say 'might not' purposely, because if the bylaw language indeed says "more than six consecutive years" and you served exactly six consecutive years, this new provision would appear to not apply to you.

As an aside, that statement you quoted that "The adoption of any amended bylaws at the annual meeting shall have the effect of repealing any and all previous bylaws" is a very dangerous statement. That seems to imply that whenever you amend the bylaws, you are adopting an entire new set of bylaws. If you amend only one part, or several part of your bylaws,do you really want all the other parts to be repealed?

Not responding to an email request for a vote would be not voting, or an abstention. Note, however, that voting by email is prohibited by RONR unless your bylaws authorize it and, hopefully, spell out the rules to be followed for voting by email.

In the order in which you asked:

1.  Nothing in RONR would prevent an individual from submitting complaints to a Board. What your board - or organization - do about them may be covered under procedures spelled out in your bylaws or rules, or, if not, is up to the board, and perhaps ultimately, the organization to decide.

2. When a body takes action as a result of a motion and vote, that action is an act of the body itself. It would not be appropriate - outside of a clear violation of organizational rules or a legal situation - for the organization to hold an individual board member responsible for an action approved by a majority of the board.

3. Board minutes are under the control of the board as a whole, but the board may agree to share them with the membership, or the membership may, by a 2/3 vote, a majority vote with previous notice, or a vote of a majority of the entire membership, order them to be read at a membership meeting. If the minutes were shared otherwise, the board members who did the sharing may be subject to disciplinary action. That would most likely be up to the membership. Board conversations may be a little more tricky to maintain control over, unless they were a part of a meeting in executive session, where secrecy is imposed. Under that condition, disciplinary action would certainly  be warranted.

Perhaps I'm not quite understanding exactly what your question is. You said "The chapter's procedural manual needs to be updated to cover our newer processes/practices." This sounds to me as if your organization has already made the policy changes ("to cover our newer processes/practices') and you're asking about how to update the language in your procedural manual to reflect these changes. Is that correct? Or are you asking about how to actually propose and adopt motions to change these processes/practices?

Guest Mark -

Your sample ballot would be workable if Article 1, Section 1 was the only place where the name had to be changed. However, you also indicated that the club name appears elsewhere in the bylaws, and your proposed ballot would not put your new club name into those other section of the bylaws. You should follow Mr. Huynh's suggestion above for the wording on your ballot: In all places where it appears, insert "Big" before "Valley Club".

As for verification of members receiving ballots, one method that I have used is for the secretary to have a current membership list and call out member's names. As each member responds, hand him a ballot, and check off the name. This will only work, of course, if your membership is a manageable number, and if you have an accurate and up-to-date membership list.

I strongly second the suggestion that you get yourself a copy of RONR, 11th edition, as well as RONR in Brief. I also urge you, as soon as you get RONR,  to read carefully Section 54 on p. 553, entitled 'Organization of a Permanent Society'. It has much valuable information regarding how to firmly establish your new POA, in particular by adopting the necessary organizational governing documents such as bylaws.

Although the meaning of your quote from your constitution is not entirely clear, at least to me, it does appear that it addresses, in some way, the qualifications for this committee chair position. If that is the case, then the only way to change these qualifications is to amend the constitution, following the procedure described in the constitution for its amendment.

Now, whether the effect of the motion that was passed does, in fact, change the qualifications for this position is a decision your organization has to make. If you, or any member, feels the motion contradicts the constitution, a point of order to that effect should be raised at the next meeting. The chair should rule on whether the point of order is well-taken or not. Any two members can appeal (with a second) the decision of the chair, which would put the ultimate decision in the hands of the assembly. If the decision is that the motion does in fact change the qualifications for the position as stated in the constitution, that motion is null and void.

Let's first note that if you are writing an entirely new set of bylaws to replace the current ones, you will be substituting the new set for the current set, but that is still a form of amending, and you will have to follow the requirements for amending contained in the current bylaws.

I would suggest doing separate side-by-side comparisons of each instance where you are replacing current wording with new wording. This would make it fairly easy for the members to see exactly what specific changes are being proposed in these cases. Separately, you could list any changes that involve deleting current sections or adding entirely new sections. Your main goal should be to provide the members with written documentation of  all of your changes in a logical and easy-to-understand manner.

My apologies to Mr. Tesser. I must admit that I am somewhat chagrined that he had to call me out for writing that did not make my point completely clear.

If the bylaws say all members can attend the annual meeting of the Board of Directors - and they also define specifically an annual meeting of the Board of Directors (as opposed to regular meetings of the board) - then it would seem that that is the only board meeting members are automatically granted a right to attend. As Mr Huynh stated, the board can always permit members to attend other board meetings.

Normally, you would re-open nominations and then hold an election, including a blank line on the ballot for write-in candidates, if your rules allow for election to office without being nominated. But it sounds like you may have specific requirements that must be met for someone to be nominated for a director position. If your problem is that you don't have enough members who meet these requirements, then maybe it's time to think about amending the bylaws to remove or lessen the requirements. Until you can do that you may be stuck, since requirements for holding office contained in the bylaws cannot be suspended.

Edited to add - If the requirements are specifically to be nominated - rather than to hold office - and your rules don't require candidates to be nominated per se, you can elect via write-ins, But I suspect that's not the case.

Any attempt to answer your questions must first be prefaced by noting that since this seems to be a public entity it will most likely be subject to local or state laws and policies that will supercede any answer based on RONR. The following answers are based solely on what RONR has to say.

A1. The internal board policies, in all likelihood, would be considered standing rules rather than special rules. RONR does not describe 'special rules' as such, but rather 'special rules of order'. These are locally-adopted rules intended to supplant the rules of order as set out in RONR. So, only policies adopted by your board which are intended to alter the  transaction of business in meetings would be considered special rules (of order).

A2. According to RONR such a motion would  be a motion to amend something previously adopted, and would require a 2/3 vote, a majority vote with previous notice, or a vote of a majority of the entire membership. (If the motion refers to a policy that will amend a special rule of order, it will require a 2/3 vote and previous notice or a vote of a majority of the entire membership.)

A3. Policies or standing rules can't be waived unless the policy provides for its own waiver. What can be done is to again use the motion to amend, or rescind, something previously adopted, to alter the previously-adopted policy to allow whatever you want to do that the policy prohibits. And before you ask,

A4. Well, no, suspend the rules cannot be applied to policies that have application outside of meetings (see RONR, p. 260). So you can't waive a policy that applies to procedures done outside of a meeting by moving to suspend it.

If the statement in quotations is an accurate transcription of what the bylaws say, then it certainly does establish the same voting base as RONR - "2/3 of the board members present and voting". How your Rotary HQ can claim that statement means something other than what it says is beyond me.

2 hours ago, Guest Austin R said:

in 2015 the 3 student unions at university held a referendum to levy a auxiliary fee to help pay for a new athletic facility. 2 out of 3 unions passed (our university requires 3 separate referendums because of 3 unions). There was no wording in the by laws to say there was an expiration date on those Yes votes. So we asked them to vote in their councils if they would stand by last years votes. They did so and we were able to just re-run the referendum for the union that didn't pass this year. That referendum closed on a Thursday at 4pm. And at 5:30pm one of the unions  rescinded their pervious position to no longer be a Yes but No. (their council meeting date and the presentation of the motion in their agenda was correctly done) 

 

but how can they take something back after the fact?

 

You say that you were able to re-run the referendum for the union that 'didn't pass this year'. Does that mean the union didn't hold their referendum at all, or that they held it and the proposal was defeated?

I'm also a little confused because you are referring to student unions and to councils. It appears that it is the councils that agreed that they would stand by the union voting result on the referendum. But where you say that one of the unions rescinded their previous position, are you talking about a vote to rescind by the union, or by the council? If these are separate entities (which it sounds like they are), then I'm not certain that a council, if it was the entity that voted to rescind, would have the authority to rescind a decision made by the union.

1 minute ago, Charlie Arnold said:

I do see that now, yes. I think it is a common error I have seen in multiple organizations. 

Good, now let's take one more step forward. As Mr, Huynh pointed out, it will be up to your organization to determine whether your bylaws prevent re-opening nominations. The way you can make that determination is to offer a motion to re-open nominations at your next meeting. If the chair rules that nominations may not be re-opened, be prepared to appeal that decision, making sure you have someone lined up to second the appeal. Then the assembly gets to decide.  And it only takes a majority vote to re-open nominations.

{ay [ay (ay) ]}

2 hours ago, Gary Novosielski said:

 

Nesting would seem unnecessary.

That's what I thought. Suspend the rules should, by definition, include any and all intermediate steps necessary to achieve the stated outcome.

1 hour ago, Gary Novosielski said:

I think it's safe to assume that it could be used for either.

 If not, that rule could easily be suspended with the motion to Suspend the Rules that interfere with Suspending the Rules and agreeing to the the resolution _________, and to suspend those rules, and to agree to the resolution.

Can one really nest multiple suspend the rules statements within each other in the same motion?

I'm sure Dr. Stackpole will be back to answer this himself, but in the meantime, I'll offer a response. No, it is definitely not the case that a motion is re-read before voting only if it has been amended. While that is one specific example of why re-reading the motion serves to remind everyone exactly what is being voted on, it is not the only reason why re-reading is necessary. Consider, e.g., a motion for which there is vigorous debate as to the pros and cons of what is proposed, which goes on for an extended period of time, but which does not include any amendments. After so much debate, members may well have forgotten the details of everything that is stated in the motion. There is always a need to remind the members of the exact language included in the motion before the vote is taken.

In addition, if the motion as not presented originally in writing, re-stating the motion before voting gives the secretary another opportunity to be certain the motion has been recorded properly.

Whether you can reject an amendment or not depends on when that amendment is offered. There is a very narrow window between the time you make your motion and the time that the chair places it before the assembly by stating it during which another member can offer a modification to your motion. You can either accept or reject that proposed modification at that time (see RONR, p. 295-296). After the chair has stated the motion and it is before the assembly, you have no more control over any amendments, since the motion is now in the hands of the assembly (see also RONR, p. 162, on 'friendly amendments').

There's really no reason to 'rework' anything unless you're going to change some aspect of RONR's prescription for adopting special rules of order, and I don't think anyone here would recommend that unless you've got really compelling reasons for requiring such a change. If you're not going to recommend any such change, then you don't need to include any addtional wording at all, since it's all covered quite well in RONR.

You've quoted what your bylaws say about vacancies occurring in your board of directors, but I don't see that you've told us how your bylaws define a quorum for your board. It's hard to respond to your questions without that information.

As to your question about "majority of the members" referring to a majority of the living breathing members, you might look at RONR, 11th ed. p. 403, l.25- p. 404, l.18, paying particular attention to ll. 25-27 on p. 403: "A majority of the entire membership is a majority of the total number of those who are members of the voting body at the time of the vote."