Gary Novosielski

13 hours ago, Daniel H. Honemann said:

I think the answer is found in 23:7.

To clarify, 23:7 refers to members who were excluded from voting or attending the meeting.   I would suggest that a member who fails to receive proper notice, but who nevertheless attends the meeting has not been excluded.

11 hours ago, TREBOR said:

What if the bylaws are quite [sic] about requiring how notice is to be sent; except for time and place shall be determined by the BOD,  30 day notice, and a statement that states: Under Committees,  "Provide the official call at the direction of the BOD. "  Is that statement enough  to overrule RONR (2th [sic] ed.) 9:5?   

No, because §9:5 explicitly applies in cases where no different standard is specified.  If a particular method of delivery were specified in the bylaws, then that would supersede 9:5.

9 hours ago, Sharon Evans said:

My organization has a board member that was elected by the board of directors 1/14/19, and confirmed by our membership as part of our slate of directors (501c6 org) in 6/2019. She has completed her first 2 year term which has now expired. Our secretary updated our board roster, notified the board member that her term has expired and removed her from the board roster. The Director feels that she can continue her service term as a director automatically for an additional 2 years without a board vote or any action to affirm her continuation of service.

She is not an officer, but holds a VP position, which oversees a committee that involves program for our members.  She is refusing to step go and insists that she is automatically entitled to continue  her service for the 2nd term.

Question:  Does a Director's service of a 2nd term require confirmation, approval or a vote by the board of directors or can it be extended automatically at the discretion of the Director?

Our bylaws read as follows:

ARTICLE VII - Section 2. Directors   - A. Term Directors of the board may serve two (2) consecutive two (2) year terms or a total of no more than four (4) years. If a director is selected to fill a vacancy in an unexpired term of six months or more, such service will count toward a director’s maximum term of service on the board.

ARTICLE XV: PARLIAMENTARY AUTHORITY The rules contained in the most current edition of ROBERT’S RULES OF ORDER, Newly Revised, shall govern the chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the chapter board may adopt

Presuming that the VP was initially elected to her first term, then when that term ends, she is eligible to be elected to a second term, but there is nothing in what you quoted that suggests she would be automatically eligible for a second term without standing for election, and possibly losing to someone else.

8 hours ago, Paul Godwin said:

Can a non-member "represent" a member at a meeting to make a quorum?

No.  If the rules in RONR apply, the rights of membership are non-transferrable.

If you erase the left half of the 8 it will look like a 3.

On 7/22/2021 at 5:09 PM, George Mervosh said:

What board?  

The one that can't meet.  

It is likely that the vote to continue with fewer board members was not in order, since it would conflict with the bylaws.

Also, there is no way to "determine that there will be no election".  That would also conflict with the bylaws.

You still need to hold your Annual Meeting and hold the election as soon as possible.

On 7/23/2021 at 1:53 PM, AnnJ said:

Can minutes of an executive give board meeting be given to non-board members without the minutes being approved by the board ?Another board meeting has not been held yet to accept the ,inutes from the meeting in question.

No rule in RONR prohibits it, as long as the meeting was not subject to any secrecy conditions.  But if the minutes had not yet been approved, they should clearly be marked as  - D R A F T -  minutes, with a notation that changes may occur before final approval.

On 7/23/2021 at 7:01 PM, Guest Alice Mayhew said:

If we need to move a scheduled quarterly meeting due to the availability of the President, can it be held on the first day of the following Quarter?

Don't you have a Vice President, who would preside if the president is unavailable?

And who are "we", and are you sure that "we" have the power to reschedule meetings?

11 hours ago, Rob Elsman said:

However much I agree with Mr. Honemann about the agreement in number between pronouns and their antecedent nouns, the newest manuals on grammar and dictionaries recognize the use of plural forms of personal pronouns to refer to singular antecedent nouns as standard English as part of the "modern" effort to create "gender-neutral" text.  All my readers know my opinion about this sort of thing...

Yes, but it can be presumed that the OP, who is personally familiar with these members, knows their actual gender.

I don't know what a CAM is, but RONR makes no distinction of "material changes" that affect voting thresholds.  And there is no 66% requirement anywhere.   There are 2/3 votes, which is slightly more, but no 2/3 vote requirements are tied to "material changes" so I can't imagine what the CAM was talking about.  Normally, ordinary main motions require a majority vote.

But how could board members possibly "decide" to do something that most members are opposed to?  The board is subordinate to the membership, and if they do not act in accordance with the wishes of the membership, they could end up being held personally responsible for actions that they (incorrectly) claim are an act of the organization.

4 hours ago, Guest Blueclaw said:

Does Robert’s rules say that during 2020 covid offices of an association are considered as not being in office. Therefore an association that has a 2 year limit on holding office will be allowed to run for a third year in 2022? 

No.  RONR makes no mention of Covid, not surprisingly.  If the rules in RONR apply, 2 years equals 2 years.

If your bylaws say that officers serve for x time "or until their successors are elected" then they would stay in place until you can complete your election.   However declaring someone to have a conflict of interest or voting off "for cause" are not supported by RONR.  It sounds like the board might be inventing powers for themselves that they do not actually possess.

The fact that there were no nominations does not relieve you of your duty to hold the elections as specified in the bylaws.  If your bylaws give the board the power to fill vacancies, then you can temporarily appoint replacements, but since these are not mid-term vacancies, those appointed do not serve for the full unexpired term.  They only serve until you complete your election, which you still must do.

You might want to light a fire under your nominating committee, which needs to be more persuasive.  Why did they not speak to the one nominee?  If you are not getting any volunteers to step forward, it may be time to talk about dissolving the organization.

Speaking of which there are IRS regulations about how the assets of a (former) non-profit may be distributed.  For instance if you have a bank account, you can't just split it up amongst the members, but must dispose of it to non-profit entities.  But I'm not a lawyer, so you'll need to contact one for details.  You don't want to end up in trouble with the IRS.

1 hour ago, Guest Bonnie said:

So even though they are not allowed to vote in our organization since they are not elected officials, they can still make a motion? 

If they are not allowed to vote then they aren't what RONR calls members.  So they must be a special class of member that is defined in your Bylaws or Special Rules of Order, and that's where any powers or restrictions would be listed.

5 hours ago, Josh Martin said:

I believe Mr. Novosielski was questioning the post by Guest Puzzling.

I assume what Guest Puzzling was getting at with this is that, in addition to the fact that a motion to suspend all rules in the parliamentary authority in their entirety is not a proper form of the motion to Suspend the Rules, RONR also provides that certain rules (including several in the parliamentary authority) cannot be suspended. As a result, a motion to suspend all rules in the parliamentary authority is also out of order for that reason.

You might have cleared that up.  But I'm still wondering what strikes one and two were.

...
 

10 minutes ago, Mike6453 said:

 Can something be brought up during the meeting requiring a vote if it wasn’t on the agenda that we sent out in advance? If we knew it needed to come up, would we add it to the agenda that we show at the beginning of the meeting or just include it under new business? Thanks for your help!

As you noted, for a special meeting, advance notice is required an nothing except the business described in the call of the meeting is in order.

For a regular meeting, notice is not required by RONR, nor apparently by your bylaws, so the "agenda" sent out is only a courtesy for information only, unless it is formally adopted as the order of business at the start of the meeting.  Otherwise it remains a "guide".  If the agenda is to be formally adopted, you are free to add an item to it at that time.  If not, then New Business is the place to move the item.

10 hours ago, Rob Elsman said:

A motion of the form, "I move to suspend the rules in the parliamentary authority" is not in order.  RONR (12th ed.) does not provide for its suspension in whole.

Yes. I think I said as much back on Monday.  We therefore agree.

6 hours ago, PAPS said:

Thank you! To maintain impartiality, I avoid making motions or voting. We had a matter that someone wanted placed on the agenda and I was unsure if it was considered New Business or Good of the Order.

I also appreciate letting me know that the President would not introduce an item....thank you for that insight!

Thank you very much!

Amy

 

It might well be considered under Good of the Order, especially if it is just to raise an issue without any proposed action, at least not immediately.

I note, however that your order of business does not include such a heading.  You might consider changing Next Meeting to Good of the Order, since knowing about the next meeting is certainly Good, but is not necessarily the only Good.

You also have something coming after Adjourn, which is not unmeaningless.

23 hours ago, Guest Quorum defined said:

The standing rules for the Board of a non-profit group state that a quorum is defined as 1/2 + 1 of the members present at a meeting.  Is this acceptable? 

No.

Regardless of the number of members present, there will always be half+1 of that number.  This language would mean there is no need for a quorum at all, so long as 2 members are present.  

Fortunately, standing rules cannot establish a quorum requirement, which must be in the bylaws, so the default in RONR would apply.

If someone is making a motion that would violate the bylaws and the chair doesn't rule it out of order, then the appropriate response is a Point of Order.

11 hours ago, Richard Brown said:

Agreeing with the highly respected Mr. Mervosh, a majority vote is “a majority of those members present and voting“. A member who is present but does not vote is not voting and therefore is ignored.

...except for the purposes of establishing a quorum.

I don't see how this applies to rules that cannot be suspended.

4 hours ago, Tomm said:

That the entire board must decide who or how many members can make such a decision. And I assume by the virtue of a meeting with all the board members? The president can't simply make those types of decisions, he/she can only call for a committee with a certain number of members but that call must be in the form of a motion and the entire board gets to vote and decide?

Do I have that about right? 

I think you've misread Mr. Brown's reply.  Neither the president nor the entire board may decide to exclude members from meetings.  The board may refer a question to a committee of less than the entire board, but committees do not have the power to act, but only to report back to the board, which retains the powers granted to it in the bylaws.

Business conducted at a meeting of which some members did not receive proper notice, or from which some members were excluded, would not be a proper action of the board, and the meeting would not be considered 'properly called'. 

48 minutes ago, Guest Quorum defined follow up said:

Could a quorum be define as more than half of the members present at a meeting?

I suppose those words could be written, but regardless of the number of members present, that number must be greater than half that number.  This does not make a great deal of sense.  The effect would be the same as no quorum requirement at all, which thwarts the intended purpose of a quorum.