Gary Novosielski

On 4/10/2024 at 8:36 PM, Guest Robin said:

What are the rules of conduct between officers?

The Golden one works best.

A point of order can only be raised at a meeting.  What did you have in mind for "before that"?

Can a Nominating Committee, in fact, make a nomination between meetings?    It can certainly meet, deliberate, and vote to report a name, but if there's no meeting until the election, when and to whom do they report this new nomination?  And until then isn't it just an undelivered report?

On the other hand, if they had met and voted on a name, and that was reported at the election meeting, it would not be a nomination from the floor and so presumably could be added before the election.

On 4/10/2024 at 1:09 PM, ClaireG said:

yes, it says a majority of members. 

There's your answer then.  Members are people.  In this case, people with the right to vote.  Seats are not people, they can't participate in debate, make motions or vote.  Or breathe for that matter.  

I sounds like you now have two people running for that office. 

No problem, just hold an election.

I'm curious why you can't have additional nominations at the election meeting.   RONR says you should.

"In the first place God made idiots.
 That was for practice.
 Then He made School Boards."

⁓Mark Twain.

On 4/9/2024 at 5:44 AM, Guest Pamela said:

I'm told this is documented in Robert's Rules of Order but I'm not finding it. 

Ask the person who told you that where it is.  (He won't be able to find it either.)

On 4/9/2024 at 12:19 PM, Guest Sam said:

Our organization has several nominees to serve on the Executive Board, but nobody wants to serve as Recording Secretary.

I could have sworn there was something stated where a President or Vice President needed to first have experience with either Treasurer or Recording Secretary before moving up to a VP or President. Can somebody advise? Thank you!

The most common reason that people don't want to serve as Recording Secretary is because they think it's too much work.  This is often because the minutes customarily include all sorts of extraneous material that does not belong there.  The minutes are a record of what was done, not what was said.  Look up 48:1-8 in RONR 12th ed., and show it to whomever you're considering for the office, and make it known that keeping the minutes is not the major job people think it is.

On 4/9/2024 at 12:29 PM, Josh Martin said:

Mr. Novosielski, as I understand it, the proposal is that all votes will be by mail (or some electronic equivalent). In such circumstances, I believe the OP is correct that there will be no quorum requirement, because no one is "present" and therefore the term "quorum" has no meaningful application.

It may well be beneficial to adopt rules requiring a certain number of ballots to be returned. This will have a similar purpose to a quorum requirement, but it is not quite the same thing.

Right that's what I meant.  Some method whereby a small unrepresentative minority of the members would be prevented from making decisions for the organization.

Well, the rules in RONR say that it is a "fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken."

You can refer to 9:30 ff., for advice on how to structure your bylaws to allow electronic meetings.  There is also an Appendix with sample rules for electronic meetings on pp. 635-649.

It's definitely not a good idea to eliminate the quorum requirement.  What's to stop two or three people from running off with the treasury?

On 4/8/2024 at 6:41 PM, Tomm said:

It's called a Member/Board Exchange. The board meets with the Members and allows the Members to address the board with comments, complaints, raise issues of concern and then the board will meet a couple days later along with the general manager and discuss what transpired and at the next Exchange meeting the board announces any decisions or actions that will address the concerns.

Okay, so it's a board meeting.  If the meeting degenerates into chaos, the person responsible is usually the chair.  And if the entire board resigns under those conditions, you might want to count your blessings.

On 4/8/2024 at 5:06 PM, Josh Martin said:

Are they poorly crafted, at least in this particular instance? Most organizations do not contemplate the possibility that the entire board will resign en masse and do not draft rules for that specific situation.

Well, yes, especially in this particular instance.  There is a lot of truth in what actually happens.

On 4/8/2024 at 4:14 PM, Tomm said:

There was a pretty contentious meeting this morning between the board and membership.

That's a little confusing.  I know what a board meeting is, and I know what a membership meeting is, but I don't know what a meeting "between" the two is.

If the bylaws are silent on the quorum for any meeting, the rules in RONR say that a quorum is a majority of the members.  A member is a living breathing individual who was duly elected or appointed to that body and who has the right to vote.

On 4/8/2024 at 1:42 PM, Jupiter05 said:

What if the board wants to use the proposed rules to replace RONR? How do the above rules affect procedure & appeals, then? Would you mind to clarify each rule they are proposing and how it might prevent others from being heard? I am very new to this, have less than a week, and little hope of being able to explain it to them without help. I want to make sure everyone understands what will happen if we approve the rules and how it will affect people's rights.

It is quite probable that your state regulations require that you use RONR as your parliamentary authority.  You'd need the advice of a lawyer to determine if that's true in your case.  You could probably adopt special rules of order to modify the rules in RONR, or that might not be allowed.

The rules proposed by whoever wrote that list indicates that they have no knowledge of what's in RONR since so much of it duplicates the rules in RONR already, or changes them just enough to show that the result was unencumbered by the thought process. 

24:1
By electing a presiding officer, the assembly delegates to him the authority and duty to make necessary rulings on questions of parliamentary law. But any two members have the right to Appeal from his decision on such a question. By one member making (or “taking”) the appeal and another seconding it, the question is taken from the chair and vested in the assembly for final decision.

24:2
Members have no right to criticize a ruling of the chair unless they appeal from his decision.

Another thing to consider is that if you elect everyone on the list and do not elect a president, your Vice President candidate will become president at some point.

On 4/6/2024 at 2:57 PM, Guest Jim Anderson said:

A nomination and motion was made to vote in a vice president. A roll call voice vote was taken (12 total) with two members abstaining, 4 voting no and 6 voting yes.

The secretarty recording the votes stated there was 6 yes votes and 4 no votes the motion.

Later the Secretary indicated that this motion did not pass because there was not 7 votes which would be a “majority of the members present”

This orgnaization does not have by laws that state this.

 

I believe in Section 46 it clearly states that the majority is the total of  the votes and not the "Majority of the members present"

Where was the chair all this while?  A secretary reports the tally of a roll-call vote, and a tellers' committee reports the tally of a ballot vote, but neither ever announces the result.  The chair announces the result of the tally.  And unless the bylaws specifically say "majority of the members present," the secretary was flat out wrong, anyway.  A 6-4 vote is certainly a majority of those present and voting.

On 4/6/2024 at 1:28 PM, Bruce Lages said:

Why do you feel that "in the event of removal of a director by the membership, a new Director shall be elected at the same meeting at which such Director has been removed..." does not provide for filling a vacancy without requiring previous notice? (Assuming that previous notice for removing a director is not stipulated somewhere else in the bylaws).

Because in this case the Director apparently resigned, and was not removed by the membership.

On 4/6/2024 at 12:27 PM, Rob Elsman said:

If I understand the new facts correctly, I have to disagree with Mr. Novosielski.  As I see it, the effect of adopting the secondary amendment is the same as rejecting the primary amendment.  Therefore, were I in the chair, I would rule that the secondary amendment was not in order.

Rejecting the primary amendment would mean leaving the original in-person meeting intact as in the main motion.  That is not what the secondary motion did.  Instead, it proposed an online meeting—a very different outcome.  On this point I agree with Mr. Martin.

Well, your bylaws supersede any conflicting rule in RONR, so you may have answered your own question.

But nothing in that paragraph seems to "clearly provide" that previous notice isn't required when filling vacancies, so 47:58 would still appear to apply.

On 4/6/2024 at 10:20 AM, Drake Savory said:

But it does not allow an amendment that if passed would reject the main motion.  Example given in 12:22(2)

 

That's not applicable in this case.   Adopting an amendment to strike cancel and insert reschedule (to online or whatever) does nothing to the main motion, it only affects the primary amendment.  

Rejecting the main motion would mean not adopting any schedule of meetings at all, and neither amendment does that.  Read 12:22 carefully. Rejecting is not the same as just contradicting the main motion.  Rejecting in this context means having exactly the same result as if everyone voted No on the main motion.  Clearly that's not the case with either amendment.

The secondary amendment is fine, because it deals with what to do about the June 1st meeting.

Yes it would help to know what the main motion was, to which "cancel the meeting on June 1st" was a primary amendment.  It might turn out that the primary wasn't in order in the first place, which might render the secondary irrelevant, or perhaps make it in order as a primary.

On 4/5/2024 at 2:49 PM, Drake Savory said:

Primary amendment was "cancel the meeting on June 1st".  Secondary amendment was to basically strike out the entire amendment and change it to "make the June 1st meeting a virtual meeting."  I thought that this was out of order because passing the secondary amendment in effect defeats the primary amendment but looking it up, it bans that at the amendment/main motion level - not secondary/primary.  It didn't change the form of the amendment so that's OK, and I know an amendment can make a motion into it's opposite but I can't shake the feeling that because the secondary amendment completely eliminates all trace of the primary amendment that it was out of order.

Was it and why?

I don't believe it was out of order.  The secondary amendment would not simply negate the first, it would change the status of the June 1st meeting from canceled to virtual.  That's germane and substantial.

On 4/5/2024 at 10:27 AM, Guest Mimi Klein said:

Our by-laws allow an appointed position by the current board in the event of a resignation or dismissal. However. It does not stipulate that this appointment needs to be unanimous (unfortunately). Since the spouse was appointed by the old board ( after losing in the annual election by the entire neighborhood only one week prior)  it would seem that she could be un-appointed by the new board since the decision to bring her on was not a neighborhood vote the decision to take her off should not need to be either. 

Well, it would be highly unusual to require a unanimous vote on filling a vacancy.  A majority vote is what's typical.  But the reason I asked about previous notice is that 47:58 says:

47:58
Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise.

And from your answer it appears that the bylaws do not clearly provide otherwise.  Now, an email, a few minutes ahead of time is rather short notice.  If your bylaws do not specify an advance time period for previous notice, then here's what RONR says:

Under certain circumstances, whatever the vote required, there may be an additional requirement of previous notice, which means that notice of the proposal to be brought up—at least briefly describing its substance—must be announced at the preceding meeting or must be included in the “call” of the meeting at which it is to be considered (see also 10:44–51). The call of a meeting is a written notice of its time and place that is sent to all members of the organization a reasonable time in advance.  [RONR (12th ed.) 1:7]

The meaning of "a reasonable time in advance" is left up to the members of the body.  If a majority of the board believes that an email a few minutes ahead of time is not a reasonable time in advance, then have someone raise a Point of Order that the vacancy was not properly noticed, and therefore was not validly filled.  If the chair rules the point well taken, the appointment is null and void.  If the chair does not agree, the question can be placed before the board to decide by a majority vote, by a motion to Appeal From the Decision of the Chair.  

See:  RONR (12th ed.) §23. POINT OF ORDER; §24. APPEAL

On 4/4/2024 at 7:28 PM, Guest MusicLover said:

Hi everyone, I am trying to submit some major bylaw amendments for consideration for our small nonprofit of around 30 members (and 8 volunteer unpaid board members including myself). They haven't been reviewed at all in over 10 years, and many of the things we have been doing today were not at all included or reflected in our bylaws.

One major area we have discussed in depth is the executive board positions as well as their terms of office. Times have changed a LOT for us ever since 2020 and 1 year terms of office just isn' t productive for our future we all have agreed, plus there were a few positions voting and participating today that were not in the bylaws.

I have read a lot about the Past President role, and how many say its not a great idea to make this an "automatic" position for many reasons. So what I was curious to hear from you all is if you have found positive & productive ways to incorporate this role into your board? at this time the majority of the board is in favor of this position so I don't think it would fly if I tried to completely remove it at this time. 

None.