Gary Novosielski

Contents of meetings held in executive session must be kept confidential. Conversations and e-mails outside the context of a meeting are not covered by rules in RONR. If you have no bylaws or standing rules on the subject, some duties of office which this person could be found to be in dereliction of, or some prior agreement with the recipient that it will be kept confidential then your options are limited. The subject of discipline is covered in great detail in Chapter XX of RONR. Even in the absence of custom rules, any organization has the right to discipline members whose behavior rises (or perhaps falls) to the level of "conduct injurious to the organization or its purposes". Whether this does, and what has to happen next, is not a decision you will be making alone. Are others as convinced as you are that the forwarding of this message was improper?

Great news!

Yes, it's wise not to rule on more than is necessary. You can't be overruled on something you didn't rule on.

I agree fully with Mr. Honemann (which most will agree is a no-brainer), but I would note for future reference that nothing in the bylaws you quoted seems to deny the vote to Youth Members. Of course I haven't (nor do I wish to) read the entire bylaws, and there may be some language about obeying the rules of the parent organization, which raises the question of whether there are any that would apply. So, though I agree that a point of order against certifying the election should be ruled not be well taken, I would strongly suggest that if your bylaws do not say what you want them to mean, that you look into what it would take to amend them well before the next election. While you're at it, make sure that your parliamentary authority is adopted using the correct language.

I don't think that's a correct reading at all. I would read that to mean: ...can be removed from office by a 2/3 vote in a properly called meeting of the Executive Committee at which a quorum is present, followed by a 2/3 vote in a properly called meeting of the organization at which a quorum is present" But that's certainly not a complete quote, and I'm not a member of your organization, so it's up to you to read and interpret your own bylaws. But how someone who claims to be a parliamentarian can say that a 2/3 vote really means a majority vote is beyond me. P.S. And in case your parliamentarian doesn't know it, a 2/3 vote means at least 2/3 of those present and voting (i.e., votes actually cast). To pass a 2/3 vote, there must be at least twice as many Yes votes as No votes, and abstentions do not count at all.

You can have two past presidents, but only one will be the Immediate Past President. Here's another question for you: Who resigned first, the President or the Vice President? If it was the President, then the Vice President immediately became President, if only for a moment, before resigning. So the Immediate Past President in that case would be the recent Vice President. You can begin to see why this position is usually more trouble than it is worth.

When you say "further" motions for amendment, it sounds as though there already have been some. If that's the case, then the way to cut off further debate (and amendment) would be a to move the Previous Question (), which requires a second, a two-thirds vote, and if passed brings the main motion, as amended, to an immediate vote.

The term you're looking for in RONR is unanimous consent. Yes, it's an allowable rule but it's used a little differently than you describe. Any member may make a unanimous consent request instead of making a motion: Ms. A (having been recognized): I ask unanimous consent that our guest, Mr. G be permitted to address the assembly with respect to his snow-removal proposal" Chair: Is there objection? <pause> The chair hears none. Mr. G is invited to come forward and address the assembly. Or, the chair, when assuming a motion on which he expects no controversy can phrase the question as: Chair: If there is no objection, we will take a ten minute recess; is there objection? <pause> Hearing none, we are in recess. Once a motion is moved, and placed before the assembly, and possibly debated, it is too late to ask for unanimous consent. Motions offered for unanimous consent are not debatable, and motions that are moved normally are put to a vote, unless otherwise disposed of. A voice vote hardly takes longer than a <pause> for unanimous consent, so there's no hardship to observing this rule. If anyone objects to the use of unanimous consent, he has only to say "I object" or "Objection". Note that this is not "dissent" which would mean opposition to adopting the motion. It is an objection to the use of unanimous consent, presumably because he wishes to hear the motion debated, or wishes to offer an amendment. In that case, the chair would proceed to handle the motion normally.

See FAQ #20.

I'm just trying to take this a piece at a time. I contend that the membership, without referring anything, can itself second-guess the board. I think we agree on that. You contend that the membership may not delegate (refer to a committee with power) such actions. In fact you seem to say that they may not refer such things at all, but I'm not sure that's what you mean. Surely if the assembly has the right to consider something itself, it has the right to refer the question to a committee, with instructions to report recommendations (but otherwise take no action). If I have it right, our only disagreement is whether, say, a committee to which is referred a question on rescinding a board action, can or cannot be given power to do the rescission themselves, should they agree it is the advisable course. Or, perhaps we don't disagree as long as this is a one-off referral. But let me know if I understand your position correctly at least this far.

Okay, but you're jumping ahead. The sentence you quoted doesn't refer to a committee. Before we get to that, do we agree that the assembly has the power referred to? Is your objection only against it delegating that power?

Duplicate post.

Undeniably true. The board has only the powers granted in the bylaws, but it has those powers in no uncertain terms. But it's also true that in the "weak" case where a power is not exclusive, the assembly can overrule the board on a case-by-case basis without actually removing that power from the board in general. With the exception of my service on an elected board of ed, where the board was essentially the organization, it has been my experience that most organizations with an active and involved memberrship find this "weak" board empowerment to be the closest to ideal. Routine matters get handled routinely, and unusual situations can be handled quickly when necessary, yet the membership retains the ultimate authority. \ A board with reasonable political savvy will usually recognize when it can safely handle a particular situation on its own authority versus when it should reach out proactively to the membership for direction. But even the most experienced boards can be surprised.

I believe that the assembly can instruct the board and rescind/amend its actions except where the board is given what RONR calls exclusive authority, and what you've called sole authority. But this is typically not the language that is used in bylaws. Bylaws often list areas of board responsibility and even specific powers without specifying exclusive authority. In such cases the assembly can overrule the board. I agree with you that if the bylaws assign any powers to the board exclusively, then the assembly has no recourse, except to amend the bylaws. Most bylaws grant boards general responsibility for the business affairs of the society between general meetings. This wording also fails to give sole or exclusive power to the board, and the general assembly has the power to instruct/repeal/amend, subject to all the usual limitations of those motions. Since the assembly (but not the board) has the right to delegate its power(s) to a committee, I don't see why it would be prohibited from authorizing an oversight committee that could do all the things the assembly itself could do, relating to board decisions. I am definitely not weighing in on whether this is a good idea, i just don't see a rule that prohibits it.

This will depend on the rules in the founding documents, e.g., bylaws, charter, etc., of the organization(s) involved. RONR doesn't have any specifics on this situation.

Sure it can, on a case-by-case basis. The society can instruct the board or repeal/amend things the board has done. Anyway, we're not talking about changing the power of the board, we're talking about delegating other powers to an oversight committee.

I think if that someone got termed out based on the bylaws they couldn't be elected to the same office.

Did something fall through the not-hole? In the case of a nominating committee which has risen, after which one of their nominees wishes to withdraw, would it not be sufficient for the nominee to contact the chair or a member of the nominating committee rather than waiting for the next assembly meeting, which might well be the election meeting?

The question is about the apparent conflict of the phrase "majority vote" which is well defined, and the phrase "of the entire Board" which seems either superfluous or contradictory, depending on how you read it. Perhaps you meant a vote of a majority of the entire board?

Meetings are not adjourned simply because the president feels they are taking too long. Was there a motion to adjourn? If not, did anyone object?

Okay, thanks.

Corrections are adopted or not by the same rules as a motion to Amend. The vote is not a majority of all those present, but rather a majority of those present and voting. If members who were not present feel they should not vote, as is often the case, then they may abstain without affecting the outcome. The four who were present can then decide. A tie vote defeats the adoption of the correction. Once no more corrections are offered, the minutes stand approved.

I see your point, but how is that different from a case where a non-member votes and the membership status is not discovered until after the fact? In this case, it seemed that there was no general understanding at the time about whether the chair had voted or should have voted by ballot.

Mr. Brown raises some good points. Yet RONR does seem to acknowledge that members who have been nominated may "withdraw" somehow. I don't think this should be interpreted as applying only to a nominating committee, since we are also told that a candidate's name is not dropped from a second or subsequent ballot unless the member withdraws. It would be nice if RONR told us more about how these withdrawals are handled, and whether, like resignations, they have to be "accepted" by somebody. Until that happy day, I think the best we can do is fall back on the position that the assembly can decide such matters, hopefully by unanimous consent.

Since it was a ballot vote the chair should have voted along with everyone else, presuming he is a member, and barring some oddball voting provision we're not aware of. Whether he voted or abstained on the ballot vote, he does not get a second vote in the event of a tie; the motion simply fails. I'm not as quick as some to declare that it is too late to raise a point of order. It seems to me that if someone who was not entitled to vote casts a vote, and this vote could have (and in this case demonstrably did) change the outcome, this could be seen as a continuing breach.