Gary Novosielski

I''m not sure where this odd idea comes from that people can "contest" bylaws amendments that were properly passed. It's not important what RONR says about this if your bylaws contain provisions for their own amendment, which would supersede any rules in RONR. So the idea that the rules in RONR were not followed is irrelevant. Also, I wonder where the second odd idea comes from that the board has the power to even consider, much less rule on or reverse, this action. The bylaws were passed by the membership, and if the rules in RONR apply, boards have no power to second guess any decisions of the membership. It seems clear to me that the "demands" of this member should simply be ignored, unless there is much more to this situation than we've been told.

RONR does not use the word "run" or "running" at all in that context, i.e., seeking office. Since it's not defined in RONR and presumably not defined in these bylaws, considerable ambiguity exists. Would members who say, "I'm not really very interested as serving as secretary, but if you want to vote for me, I guess you can" be considered to be "running" for that office? What about write-in votes, which by definition are for people who were never nominated. Do they automatically fail or automatically pass the nomination test? If the intention is to prevent people without experience from serving in office, the bylaws should be amended to say so. If, as seems to be the case, this bylaws provision is causing more trouble than it is worth, the bylaws should be amended to remove or adjust the amount of experience required to a workable level. The worst thing to do is to try to find loopholes and exploit them in the case of certain individuals and not others. This is bound to engender ill feelings and suspicion when members get the idea that the rules apply to some people and not others. Advice: 2¢

No, it doesn't mean that, but it is evidence that the drafters of your bylaws took RONR's good advice that the president should have nothing to do with the nominating committee. Although the rule you quoted does not prevent the president from being appointed to that committee, it would arguably be a Bad Idea.

Yeah, that's a good question. The general membership typically will not have a rule either allowing or prohibiting non-members from attending general meetings. Other than secret societies, most groups don't need one. In that case I don't see that as limiting the board from adopting a special rule of order allowing nonmembers (or general members only) from attending meetings. After all, how can a rule conflict with something that does not exist? Groups that wish to assure that general members can attend board meetings, even when the board would rather not have them, will (carefully) put a rule in the bylaws to prevent the board from suspending it or adopting a contrary rule. But in general, the most flexible option is to adopt no firm rule, which is what RONR does. It says that any assembly (including boards and committees) may decide when and whether to admit non-members to its meetings, as it sees fit. A lot depends on the culture of the organization.

It is up to you to decide who leaves, and how staggered elections will work after the change. Presumably, neither the board nor (especially) the president would have the authority to remove board members elected by the general membership. If you can find volunteers, that's fine. Otherwise, there are many ways to decide, but it should be the general membership deciding. As others have suggested, a proviso made as part of the motion to amend the bylaws could specify the method. The proviso itself would not be a part of the language inserted or changed in the bylaws. It would deal with other matters such as when the change goes into effect, or other details of implementing the change which do not actually need to be a permanent part of the bylaws. This would be part of the motion voted on by the membership, which would presumably have the power to alter it if desired.

As Dr. Stackpole stated, your organization is free to pass bylaws amendments prohibiting the practice, but odds are that if you do, you will be back here in a few months asking how to get around that rule for a very important emergency, and we will have to give you the bad news. RONR does not prohibit the practice, presumably because it presumes that if the members are bothered by close family members serving together, they will not vote close family members into office together. It may or may not be a valid concern, which the voters will determine.

The board votes on decisions made during board meetings. These decisions may not conflict with the bylaws, may not conflict with a decision made by the general membership at a general membership meeting, and may not exceed the powers granted to the board in the bylaws. The board has only such powers as the bylaws provide. It would help if you would flesh out your question.

It's true they do not have the right, but they can be allowed by an ordinary majority vote by the board. They can also be allowed to speak by a majority vote by the board. Speaking of non-members during debate on a motion is against the rules in RONR, but the rule is suspendible by a 2/3 vote. In §9, under Public Session : Note that nonmember in this context means persons who are not members of the body that is meeting. Though they may be general members, they are nonmembers of the board.

The board controls its own meetings. If the board doesn't mind having outside individuals at the meeting, RONR has no problem with it either.

In my view, the amendment of Bylaws is the province of the general membership; the board should have no role. If it is desired to have suggested amendments reviewed, a Bylaws Committee, appointed by the membership and reporting its recommendations to the membership is a fairly common way of doing so.

Legal issues are beyond the scope of this forum. However, the Treasurer is subject to the decisions of the Association. I'm not surprised that the Treasurer would not get an additional card based simply on the request of the President. If the President, or anyone, wanted additional card holders or check signers, they can make a motion to require it, and bring it to a vote. I'm not sure what your question about an audit request means. You can certainly move that the books should be audited, and this should happen routinely every year. But I don't know how you can make a motion without revealing your identity.

RONR is not their reference for this, because there is no such rule there. Ask them for a page number.

Buy more paper, and keep voting.

The assumption that it "becomes" a special rule of order is questionable. DId the board pass it as a Special Rule of Order? This would require either (a) previous notice (pp. 121–24) and a two-thirds vote or (b) a vote of a majority of the entire membership.

As soon as the resignation is accepted, the Vice President becomes President for the unexpired remainder of the President's term. Filling the vacancy in the office of VP is carried out in accordance with the bylaws. Do your bylaws say anything about filling vacancies?

The rules in RONR say that a board may allow non-members to speak by majority vote. However RONR also says that only members may speak in debate. Suspending that rule requires a 2/3 vote. Merely doing so once does not create a Special Rule of Order, it simply suspends it for that one time. Has your board actually adopted a Special Rule of Order giving non-board-members the right to debate at all board meetings? If so, then revoking that right would require at least suspending, and if desired, rescinding that rule.

Nowhere do the small board rules say that he "regularly votes right along with other members". It merely says that he "may" vote, debate, etc. What you're suggesting is that he loses his ability to remain impartial, which I don't find in the language.

Since mail voting is prohibited unless the bylaws allow it is best for you to draft your own rules regarding this practice. If the desire is to hew closely to the in-person procedures, a majority would be more than half of the votes cast, so 40-30 would certainly qualify, as would any count where there are more Yes votes than No votes.

Well, it is unless and until the bylaws no longer require it. But I agree there is no compelling reason to keep that rule in the bylaws

But he is not able to abstain with full information on how the other members voted, i.e., whether his vote would matter.

Yes, through the motion to Amend Something Previously Adopted §35..

The small board rules list a variety of things that "may" be done differently, but mandates none of them. The chair, need not rise when putting the question, but may choose to. He may speak in debate, but need not do so. And he may vote on questions, but in my view, should also be allowed to remain impartial to the degree he sees fit. I think that is best accomplished by calling his name last in a roll call, affording him the opportunity to vote or not.

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I see no reason to believe that appointing someone to a position for which s/he is not eligible "skirts" anything, technically or otherwise. It appears to me to create a continuing breach of they bylaws.

There is another spot under Ballot Voting: