Gary Novosielski

We are told that has been done and the pres. refuses to answer. I'm trying to imagine what happens next.

Does the secretary prepare draft minutes? When a meeting is called to order, is the agenda approved by the members present? If so, has anyone moved to add Reading and Approval of Minutes to the agenda? Has anyone raised a Point of Order, when the first item of business is introduced, that Reading and Approval of Minutes has been skipped, but is required by the rules? (assuming your bylaws specify RONR as your parliamentary authority) Are you familiar with the procedures for raising Points of Order (§23) and Appeals (§24)? [RONR 12th ed.]

I still think I understand, but it seems to be the case that we disagree. If I'm correct that the language makes the president a member of a specific committee, then by definition this is an ex-officio membership, even if the phrase is not used. The fact that it was named as a specific committee does not, in my view alter the rule that: As an ex-officio member of a committee, the president has the same rights as the other committee members, but is not obligated to attend meetings of the committee and is not counted in determining the number required for a quorum or whether a quorum is present. My reading of 47:20 would be that this rule applies whether the appointment is in the bylaws or by a vote of the assembly, and whether it applies to all committees, all committees with exceptions, or any mix and match appointment to specific committees, so long as it is an ex-officio appointment. I understand that we are to assume that the new language was placed there for some reason, but without further clarification, we have nothing to suggest that the intent had to do with a quorum requirement. In fact, if the rule above is held to apply to all ex-officio appointments of the president, then no such ambiguity exists in the first place. If the intent of a bylaws amendment is to supersede an existing rule in RONR, then I think it should say something explicit that contradicts the rule.

Not disagreeing with any of that, but most of those provisions apply to discipline by the membership of the society, and in the instant case we're talking about attempted discipline by the board, or am I missing something?

Yes, I understand; in the example you gave, where the intent is that he will be a full and equal member, and count toward a quorum, a provision in the bylaws that the president is a member of (nearly) all committees, does not accomplish that intent. Instead, he should be appointed to the committee by name, not by virtue of the office, or if it is desired that this apply to all future presidents, the bylaws should contain explicit language overriding the rule in RONR pertaining to quorum

I'm not attempting to interpret the state statute, but I will say that procedural rules in that statute will supersede the rules in RONR, including those in Chapter XX. So if you follow the state regulations, you cannot be "in violation" of RONR. Points of Order must be made in a timely manner, which usually means immediately upon noticing a breach of the rules. Exceptions are breaches that are of a continuing nature, and these are discussed in 23:6-9. For those situations, a Point of Order is timely for as long as the breach continues. Points of Order are used to deal with situations where rules were violated. Upon a point having been ruled well-taken (i.e., sustained), the situation is resolved immediately without a vote of the assembly (except possibly on an Appeal.). A vote to Rescind, or to Amend Something Previously Adopted, is used to deal with situations where a motion was adopted properly, with no procedural violations, but the assembly has simply changed its mind and no longer agrees that the motion should remain in force as originally passed, for whatever reason they find convincing.

Well, there's nothing there authorizing discipline of members by the board, so citing it as justification for removal in the "language of removal" you quoted is apparently just meaningless window dressing. They cite it as conferring some power, yet it does no such thing.

The fact remains that if the president is made a member because of being president, rather than by the normal appointment process, he is by definition an ex-officio member, and the rules of ex-officio membership apply. I think that if it is desired to avoid the Latin, it would still be advisable to use language such as: The president, by reason of holding that office, is a member of all committees, except the Nominating Committee.

I don't see where that section applies to board action at all. The committee is established by, and reports to, the membership.

Yes, that's a fair point that had occurred to me but I have no expertise on such matters. It could be that even though the shares were put in trust, the president may still have the authority to vote those shares as an officer of the trust, and that might weigh upon his eligibility. Such questions veer pretty far off the path beaten by RONR.

The facts regarding what forms of discipline require a trial, even if correct, apply to removal from membership by the society itself, and that's not what's in question here. The question is whether the board had the authority to do what it did, and we can't know that without reading that section of the bylaws that deals with the powers of the board. You have said that the bylaws are silent on what power the board has over members, and this is perfectly normal. But without actually reading the bylaws, we cannot state with certainty exactly what powers the board may or may not have. Assuming the board did in fact exceed its authority, then trials and other discipline are beside the point. The much simpler question is whether the board took action outside its authority or instructions, and thereby created a continuing breach which would be subject to a Point of Order. And if the point is ruled not well taken, the ruling is subject to Appeal. Questions of discipline might occur with respect to the board members who voted in favor of the allegedly improper action, but that's an entirely different matter.

If the rules in RONR apply, the instant the president ceases to be president, the vice president becomes president. You then have a vacancy to fill in the office of vice president. If you have numbered vice presidents, the first vice president becomes president, and the other vice presidents move up one position, creating a vacancy in the office of the highest numbered vice president. If your bylaws contain vacancy-filling rules applying specifically to the office of president, then those rules supersede the ones above, but if the bylaws say "all vacancies" that rule applies to all vacancies except that of the president, and the rule above does apply. Whether the board has the power to fill vacancies, that is usually stated in the bylaws, but if not, and the board is given "general power over the affairs of the society between meetings", or similar language, that is sufficient. If the board is given no power to fill vacancies, then a special election is needed by the body having the power to elect officers in the first place.

In that case, if the board will not act (for all we know, they may not have the power anyway) then a Point of Order may be raised at a meeting of the membership. And I state once again that we do not give legal advice on civil or criminal matters, and you will need to consult an attorney. Please do not ask for legal advice again.

That might be covered in ROR §74, Rights of Ecclesiastical Tribunals.

I don't think we know that he was ineligible at the time he ran. We are told that he transferred his shares at some point, but as I read it, that was after his election. So that seems like a stretch.

I think so too. And that seems to blow up the assertion by @James Brown's "CPP-T", that since volunteers are not mentioned in the bylaws, nothing the board does to volunteers can violate the bylaws. That must be in the Special Edition of RONR. I note that these are not merely volunteers off the street, they are members of the organization. I think it's worth a highlight that in addition to the breaches noted in 23:6, actions taken by a board exceeding its authority or instructions can create a continuing breach. With respect to the original question, It seems to me that even if the board did not deprive these members of a basic parliamentary right, they did deprive them of other privileges of membership, thereby exceeding their authority, and creating a continuing breach, subject to a Point of Order at any time as long as these privileges remain abridged.

You say that in order to run for the board you must be a shareholder. Then you say he was a shareholder when he ran for the board. Do I have that right? As for your question, we do not do legal advice here. Consult a lawyer. Did you have a question about Robert's Rules?

Just be be sure I understand the question, when you refer to executive meetings, are you referring to executive session (secret) meetings, or to executive committee (subset of the board) meetings? From your contrast with "full" board meetings I assume it's the latter. When the chair neglects to handle approval of minutes, a member may call attention to that omission b raising a Point of Order. If there are one or two meetings gone by without approving the minutes, they should be handled at the next opportunity, and considered starting with the oldest set of minutes to be approved. The minutes of the meeting where that occurs will indicate the minutes that were approved, as read, as printed, or as corrected. Corrections, if any, are made in the actual minutes being corrected, not in the minutes of the meeting at which they were corrected.

This raises an interesting question. A board has only such powers as the bylaws provide. So are we to believe that a board that exceeds its power by performing an action the bylaws do not permit, has not violated the bylaws?? That's hard to defend.

You're right, I glossed over the "of a quorum" phrase which rears its head in many bylaws, and I believe, a sketchy SCOTUS opinion. It seems an attempt was being made to allow action in the event that achieving a proper quorum was impossible. But you're right, that phrase does take the gleam off that sentence. I must have been rendered giddy by the fact that the bylaws clearly stated that elections applied only to terms ending naturally, that the board was clearly identified as the body empowered to fill vacancies, and that such appointments definitely lasted until the end of the original term. So close, so close.

I count the late Donald Rumsfeld among the ranks of neither the great poets nor the great warriors. As Secretary of Defense, he was responsible for the insufficient level of supplies that he was trying to excuse with those words, in response to the complaints of ground troops serving in the army he had. But I do get your point.

It depends on the exact wording of the motion, and whether it says what the assembly intended when they adopted it. If, for example, it was moved that the club be given three choices, and it was, then perhaps the motion has been carried out. Were there additional parts of the motion that actually mandated that some consequence would be carried out based on the choices without anyone intervening? I can't give an answer except in general terms. The motion as worded when it was passed must be carried out. One would hope that it contained such language as "...unless the <group> brings itself into compliance...", but if not, it's unfortunate that it was poorly drafted. In any case, it can be Rescinded in accordance with the rules in Section 35 of RONR 12th edition. The motion to Rescind requires a second; is debatable; is amendable; and for passage requires: (a) a two-thirds vote, or (b) a majority vote when previous notice has been given, or (c) a vote of a majority of the entire membership — any one of which will suffice.

I think the language in the bylaws is quite clear (a refreshing rarity 😀). The vacant office should be filled by appointment, by majority vote of the board, and the election should be only for expiring terms, as the bylaws explicitly provide.

I'm not certain I understand the question, so I'll give two answers. As @J. J. suggests, the motion to expand the agenda could someday be subject to a motion to Rescind (§35). If you're asking about removing it from the agenda at one particular meeting, then: If the board votes to approve the agenda at every meeting, a member could move to strike it prior to that vote. If the board does not vote to approve the agenda (as is often the case with elected boards) it depends on what the regulations say. For elected boards, they often say that the agenda is assumed to be binding, especially if it is required to be published in advance of the meeting. I'm somewhat skeptical of the possible purpose of such an agenda section. Why would board members concerns not be germane to the discussion on any motion during any part of the meeting? Is a separate section really needed? Do you not have a New Business section in the agenda? Merely expressing concerns when no motion is pending often turns into a long and ultimately pointless exercise. Perhaps you could elaborate on what this agenda item is intended to accomplish.

The answer will depend on what your bylaws say about filling vacancies, i.e., other than the normal end of terms. I see no quote marks around that bylaws language, so I assume it is a paraphrase, and so less useful. There is nothing particularly offensive about adding that name to the ballot, except that I can't see why the attorney believes it would comport with your bylaws. And that's what matters. From your paraphrase that would seem to violate the bylaws. As for an appointment, by whom does the attorney say such an appointment can be made? Is your board given this power by the bylaws? Alternatively, is the board given general power over the affairs of the association between meetings of the association? If either is true, then the board could appoint someone to fill out the remaining term of office for the resigning director. If the rules in RONR apply, mid-term appointments are for the remaining term. Some organizations provide that they last only until the next election, in which case the ballot would include the unexpired term. But if you simply add a fourth name, you need to distinguish somehow which candidate (presuming all four achieve a majority) would get the one-year term. Ordinarily this is done by having a separate line on the ballot for the short term. Essentially this would amount to a Special Election, which happens to coincide with your regular election. Do your bylaw require a special election in the case of a mid-term vacancy?