Gary Novosielski

No, you can amend your bylaws as @Dan Honemann suggested. But I don't think you have been reading our replies carefully, and I'm concerned your bylaws amendment might not be properly worded to accomplish what you want.

Does this neatly sidestep the issue that the VP could have automatically been removed from office for similar reasons?

Let's get our term terms straight. Term length: The length of a single term. Usually one or more years. To serve longer, a person must be reëlected. Term limit: The number of terms that one person can serve in a row. Or if you prefer, ever. Or without waiting for a certain time, or other limitations. You say you currently have no term limits, but you surely have a term length. What is it? When you do adopt a term limit, how many terms will it be? How long must a person wait before being elected again in the future? Are your proposed bylaws clear on what the terms are and what the limits are? Will they apply only to the president? To all officers? To all officers except the Treasurer? Or some other choice? In any case, when you change the bylaws, that does not change when elections happen. Are your elections held every year at an Annual Membership Meeting? If the bylaws pass, your current president would presumably serve until the end of their current term. They could not run again if they were over the term limit. Whether or when they could ever run again would depend on what your bylaws say. If you post the text of your proposed amendment, we might be able to give you some notes.

Yes, there's no rule against it in RONR. The VP candidate should notify the nominating committee immediately and the committee should reconvene to try to get a replacement nominee before the election. Waiting till the night of the election is pretty bad form. If this person wished to run for president they should have declined the VP nomination in the first place. It's the sort of thing that would make me question whether they were cut out for either leadership position.

And *** SPOILER ALERT *** the one whose opinion rests upon the bylaws is the winner.

The technical parliamentary jargon for your president's claim is hogwash. 🙂 It's common for political parties to call their executive board a Steering Committee, and when referring to RONR for information the rules for boards will be applicable, notwithstanding the "committee" name. The same note would apply to an Executive Committee if you had one. But you don't. As Mr. Martin has pointed out, even the Steering Committee has no authority to appoint an EC, much less the president acting alone.

You can indeed use your own bylaws, which would supersede any conflicting rules in RONR. For your member's information, there is no such rule in RONR saying that you need any given number of officers. It just says you need a presiding officer and a recording officer, but if either of those are absent, others can fill in for them. And if your bylaws were silent on quorum, RONR would have provided that a majority of the membership shall constitute a quorum. Officers (apart from presiding and recording officers) have no "special powers" in membership meetings. A member is a member. In my experience, two-thirds sounds a bit high, but if you typically have high attendance, then it may not be a problem for your group.

I fully agree.

You know there is an appeals process in your bylaws? There is none in RONR. There is a motion called Appeal, but that applies to rulings of the chair. It cannot be used to appeal the results of a vote. If you have an appeals process, then use that. But there are no other possible courses of action, except for the removed officer to run for office again some time in the future. According to your bylaws, at least the part you quoted, she can be removed for any reason or for no reason. If there are some rules somewhere else in your bylaws, that might change things. See above.

It may not be that easy. The problem is not likely to be RONR, but rather the Sunshine Laws that govern your board. I'm surprised the lawyer is looking to RONR for an answer, since this and similar laws are among those most likely to supersede the rules in RONR. Since I'm not a lawyer it's likely he knows something I don't, but In my former home state, the regulations said that when moving into executive session, there were a specific handful of permissible reasons why this could be done, and this rule provided further that the reason(s) in this particular instance had to be stated in the motion to "go into 'exec'". If there is no such motion made in public, that looks very much like a violation of that rule.

It depends on what previous notice requirements exist and whether they were complied with. But, but, but... if you have the votes to rescind it, then surely you do not have the votes to pass it again. Unless a majority the town (council?) is suffering from anterograde amnesia, I don't see how that happens.

RONR recommends against using names at all where they can be avoided. Simply saying "the vice president" or "the chair" or "the Treasurer" or " the mover" or "the member who just spoke".

In RONR the difference is clear, as my colleagues have explained. It is fair to say that in ordinary societies the motion to Lay on the Table is better avoided completely. There are very few situations where it is needed, and it is more commonly misused than properly used. See FAQs 12 and 13 at the web site. The confusion arises because under the rules of the US Congress, particularly the House of Representatives, a motion to Lay on the Table does dispose of a question permanently, i.e., "kills" the question. While RONR is similar in many ways to House rules, the two are not identical, and this motion is arguably one of the sharpest contrasts between the two.

Regarding the bolded statement, I got the impression that this was referring to what happened at the last meeting, and the suggestion that a quorum was not present took place afterward. But Points of Order cannot be raised after a meeting ends. And the chair cannot issue rulings between meetings, so if I understand what happened here, none of it is proper. At a future meeting, a Point of Order might be raised, but absent some "clear and convincing proof" of the loss of quorum, I would, if I were chairing, have to rule the point not well taken.

It refers to an executive session that was called for the purpose of approving the minutes of a previous ES, and for no other business. The minutes of this session will be very brief, saying only something like "The minutes of the executive session of March 1st were approved as printed. The assembly then came out of executive session." The rule says that those brief minutes of this second meeting can be approved at that very meeting, or can be assumed to be approved, provided the date is noted to be correct, which is the only logical correction possible. But a case could be made that this rule is not really necessary, since this approval can reveal no secret information at all, and so the approval of the March 1st executive session could take place in regular session. The point is that there is no need to have an infinite series of executive sessions, each one doing nothing but approving the brief minutes of the session before, in a turtles-all-the-way-down situation, which is what your original question seemed to suggest.

Yes, I think it's quite understandable that some groups venture into discussion without a motion, especially under small board rules and some other less rigorous procedures that evolve in some groups. But even when it occurs, it's still discussion and does not belong in the minutes. I think we're on the same page.

That's not a question of parliamentary procedure, but rather one of labor law. You'll need to ask a qualified attorney. In general, the Chair has the duty to preside over meetings. Hiring and firing powers are not granted by any rule in RONR, so you'll have to look elsewhere, as noted in the disclaimer below. 👇

Not according to RONR, where the word "slate" does not appear anywhere.

If no motion was made, how could there be discussion going on? It doesn't sound like there's anything to enter in the minutes if nothing was done. Discussion is not included in the minutes, so what's left?

If they did not note the absence of a quorum at the time, then to raise that issue later requires "clear and convincing proof" that a quorum was not present. That's a higher standard of proof than the "I kinda think maybe" test. Do they have any hard evidence, or just their recollection? And why did they wait?

No. The paragraph you cited refers you to 9:27, where we learn: "Reading and approval of the minutes of an executive session must take place only in executive session, unless that which would be reported in the minutes is not secret. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting." So you have two additional facts that work in your favor. If the contents of the ES minutes themselves do not contain any confidential information, they can be approved in a regular session. Since discussion is not properly included in the minutes, it may well be the case that nothing in the minutes of the session is actually confidential. Since you come out of ES before voting, that leaves very little for the ES minutes to contain, except the motion to come out of ES. So this does not appear to be much of a burden. The second rule above eliminates the concern over an infinite loop of minutes approval.

There's no rule against it. Since they are elected by (somebody) there is presumably an opportunity to elect someone else whenever the assembly thinks it prudent. Is there reason to think that they're not being appointed to that committee in a fair manner?

I think the answer lies in what the charge is to the committee. If it does not mention discipline, wrongdoing, or allegations thereof, then it can't return charges. But that's why I included the language I did, so that it was free to investigate not only what was done wrong, but whodunnit. I don't think the rules require that a resolution to create an investigative committee must state that it's being done under provisions of §63. Nor do I think it has to include allegations or named suspects in the resolution, because those, or other, allegations might arise in the course of its investigations. Its charge just has to authorize it to recommend actions concerning discipline if any are appropriate. I'd welcome other opinions.

Well, then see the disclaimer below.👇 That's still an odd provision though. If the standing committee is a committee of the board, then why is the membership voting on it. And if it's a committee of the general membership, why is the board suggesting a "slate"?

And I think you should consider whether to move the removal of both as one question, or to decide on each individually. If you adopt a motion to remove the president, the next motion would be to remove the president--the new one.