Gary Novosielski

How do we know that? Since the board is presumably subordinate to the general membership, why could the membership not appoint a committee with power of oversight over the board? The board may not delegate its power to a committee, but the membership can.

This forum answers questions on Robert's Rules. If your organization has not adopted RONR as your parliamentary authority we can offer only sympathy for your situation. And that you have. But if legally actionable effects result from this, you may have legal recourse. Legal advice, however is another area we can't help with.

No, but the entire issue should be made irrelevant by the fact that remarks of any kind don't belong in the minutes. The minutes are a record of what was done, not what was said.

Suppose you were absent at the last meeting, but at today's meeting when those minutes are up for approval, you notice that you were listed as the mover of one of the motions. Does the fact that you were absent mean that your opinion on whether you made a motion cannot be trusted? Suppose that the minutes of the last meeting stated that it was held on Monday the 12th, when Monday was, in fact, the 11th. Even someone who was absent, but knew the date that he was absent, could presumably offer a correction. In any case, RONR is quite explicit that the fact a member was absent does not prevent him from participating fully in the approval process.

I agree with your math, but in this case, with seven present and three two abstaining, the chair incorrectly declared the motion defeated and, apparently believing 2/3 of those present to be the threshold, would have declared the motion defeated if the vote with six present were 3-1, but not if it were 4-0. So one vote could have made the difference, but only if we count on the chair making the same error consistently.

Really? So they could raise last year's dues to a million bucks?

And the VP, if a member, would also have the right to vote. The lawyer, unless also a member, would not.

...and if the chair does not call him to order, any member can and should raise a point of order. Try this: You (without waiting to be recognized): Point of Order! Chair: State your point. You: I raise a point of order that the committee is not in order. The member who had the floor has been repeatedly interrupted.

It would give them the authority to provide procedures and prescribe the content of the bylaws, but unless they had already issued those procedures or prescribed those requirements, that wouldn't affect your current situation. Passing new procedures or new requirements for the bylaws would not be in effect until they had actually issued them. The EC would, in effect, be hoist upon their own ex post facto petard.

There is a huge difference between people who happen to be members of the EC giving their opinion on things, and the EC adopting a motion at a regular or properly called meeting at which a quorum was present, or a ruling issued at such a meeting. But in either case, the person or body must have the power to do what they seek to do. In the bylaws amendment process the EC appears to have a role, but one limited to approving of the adopted amendment (or not) presumably based upon its compliance with rules of the parent organization. Unless that or some other part of the bylaws gives them some continuing review power, they don't have it. Whether the bylaws provision on term length applies to the act of electing officers, or to the act of assuming office, is a question that can only be answered by carefully reading the language regarding terms of office. Unless there is some particular reference to elections that would support the committee chairman's interpretation, the standard interpretation, in my view, would be that such a change would not apply to any unexpired terms currently in progress, but would apply once those terms have expired. Arguments that it should skip a term, or two, or three, become progressively weaker.

The power to interpret bylaws is not reserved to one person, but to the assembly that has the power to adopt them in the first place. The language of your bylaws would, whatever it means, supersede the language in RONR. But the opinion of the bylaws chair on the meaning is just that, one person's opinion. Even so, the language is not particularly ambiguous. Apparently, the bylaws do not become effective until approval is received from the higher authority. That was apparently May 19. Therefore the new bylaws would affect anyone taking office on or after May 19th. June 1st is after May 19th. It seems to me that once approval has been received, it is up to the assembly that adopted the bylaws to interpret them thereafter. They presumably knew what their intentions were in adopting it. I would ask to see, in writing, some rule that gives the chair of the bylaws committee the unilateral power to interpret your local bylaws, once the approval process is complete. Presuming that the local assembly had the right to change the terms of office in the first place, which is supported by the fact that the change was approved, the involvement of the GEC appears to be over. If there is language that contradicts that, let someone produce it. If there is some review process in place, fine, but it sounds as if the bylaws chair has decreed that he is the self-appointed supreme court. I don't think it's workable to have the state bylaws committee chair get involved every time some bit of language in the local bylaws becomes a matter of interpretation. And I'd need to see the bylaws language that supports any opinion to the contrary. (If I were a member, which I am not.)

One thing to add: You've said that the motion will violate the bylaws, at least as you currently understand the motion. Is this clear on its face, or could two reasonable people, or even marginally reasonable people, disagree on that fact? If they could, then an Appeal (§24) must be entertained. If not, then the chair can rule that the appeal is dilatory and not allowed. In debate on an appeal, no member may speak more than once, except the chair, who may speak both first and last. When putting the question on the appeal, it should be stated,"Shall the decision of the chair be sustained", and made clear that a No vote is a vote to overrule. When taking a vote on the appeal, a majority in the negative is required to overrule the chair's decision, so tie votes or better will sustain it. This is, I think, the only time that a tie vote approves a question.

As Mr. Lages has pointed out, the rules in RONR say that by-laws amendments take effect as soon as they are adopted, and elections take effect as soon as the results are announced. Your organization has apparently adopted special rules that supersede these. So any citations from RONR that we might supply would not be applicable to your situation. I tend to agree with the earlier interpretation, but I'm not a member. If you don't agree that the rules are being properly followed, raise a Point of Order (§23) at the next meeting to get a ruling from the chair. Be prepared to Appeal (§24) the decision if it is unfavorable and the reasoning behind it is unconvincing.

Agreeing with Mr. Honemann, I would add that members do have the right to offer, and potentially vote on, corrections whether or not they were present at the meeting in question. The classic example is where the minutes state that Mr. Adams made a motion, but Mr. Adams was not actually present. Surely Mr. Adams would have the right to offer a correction.

Someone still has to decide whether the reason is "valid" or not, so this strikes me as unnecessarily vague. I would recommend that the language "three unexcused absences" be used instead. Whether a given absence is excused or not can be unambiguously decided by a Request to Be Excused From a Duty, offered before or after the fact, or moved by another member on the occasion of the absent member's absence. I would expect nearly all such requests to be granted routinely by unanimous consent, but in particular cases of abuse, or absence from a particularly critical meeting, the validity of the reason for the request might become a matter of debate.

Normally, per RONR, a bylaws committee chairman would have no power to issue or to rescind any bylaws provision, nor to interpret what any given provision means. These powers are reserved to the assembly that can amend the bylaws. If you have rules to the contrary, those rules will need to be interpreted by your society, since they would supersede the rules in RONR.

If a member makes a nomination, the person is nominated. If the maker subsequently becomes a non-member, the nomination is still valid.

Oh, I guess I was assuming that was the way it would normally be done, but that's a good point,

I think it could be argued that adopting RONR as the parliamentary authority is effectively a prohibition against e-mail voting unless elsewhere permitted in the bylaws.

Do you actually have a rule in your bylaws that the "Board presides" at a general membership meeting? That would be quite unusual. Absent such a bylaws provision, the President presides. The Board, per se, cannot really preside, since it is not in session except during its own meetings. Membership meetings are not board meetings. I don't understand how multiple people could preside in any case.

You may be in agreement with GWCtD, but I think you're still a bit shy of agreeing with RONR.

I agree with Josh. Even if not a member, the situation is governed by paragraph b, rather than paragraph c. Once an action has been completed--and acceptance of a resignation is only one example--it is no longer subject to amendment.

I don't think I'd put it that way. I'd say that such rules are necessary when the assembly does not agree with the clear guidance in RONR and wishes, for whatever reasons, to depart from it. Such is their right.

I agree that a special rule could authorized STV. I agree with Dan, however, that STV does not violate one-person-one-vote.

Well, if that choice is eliminated.