Gary Novosielski

5 hours ago, Youth Sports said:

One last question. I know I am trying to grasp at straws here. Can the board member's statement of resignation to the assembly be considered placed before the assembly for acceptance? 

No, but a motion to accept it (with a second) would then be in order.

5 hours ago, Youth Sports said:

Thanks, Mr. Huynh and Mr. Godelfan. So, basically both of you are telling me that any statement to leave a board position, regardless of circumstances of that statement, is considered a request to be excused and must be voted on by the Board for acceptance. Is that correct? And until such time as a statement of leaving is accepted, the member can remain in his position and withdraw the statement of leaving.

I think he's got it.  By George he's got it!

Ah, but wait.  Didn't we determine that according to the bylaws, the board does not have the power to fill vacancies?   In that case, the resignation would have to be submitted to the general membership (via the secretary) and the full membership would vote to accept the resignation from the board.

Or am I missing something?

23 hours ago, Richard Brown said:

I don't  know that I would  go so far as to say that without a provision for canceling meetings, a scheduled meeting MUST be held regardless of the circumstances:  blizzard, hurricane, flood, riots, etc.   It is true that RONR contains no provision for canceling a meeting, but it certainly doesn't say the meeting MUST be held regardless of circumstances.  Common sense must come into play at some point.

In reality, it is quite common for presidents to announce that meetings have been "canceled" regardless of whether there is authorization in the bylaws or rules for doing so.  And if it is in the middle of a blizzard or hurricane you can be pretty sure that nobody is going to show up and the meeting is not going to be held. 

Common sense may say one thing and RONR another.  Wouldn't be the first time <grinduck>.

But I think it's still correct to say that according to the rules in RONR, the meeting must be held.  The fact that a president who is not authorized to cancel a meeting announces that it is canceled does not prevent those with snow chains and a contempt for danger from holding the meeting anyway.

Yes, and having a provision for canceling a regular meeting, using language like that which you quoted is probably a good idea, depending on the liklihood of blizzards or hurricanes in your regioin.  Without such a provision, the meeting must be held.

A typical rule regarding special meetings would authorize the president to call them, and would also provide a method for going around a president who refused to consider the wishes of the memers to have a meeting.  The secondary method usually involves a certain minimum number of members issuing a request to the Secretary, who would issue the call for the special meeting, even if the president did not like it.

On 1/19/2017 at 1:37 PM, Guest Christy said:

So, if new at-large members were elected in November to begin term in January and after the January board meeting, one of the new members resigns, is there any rules that says we must default to the immediate past election results to replace that member, or can we begin a new process of accepting nominations and electing a new at-large member?  

You need not, in fact you may not, default to the immediate past election.  Even if you could, it is likely that those who did not win did not have majority support, so the results would not be useful.

What you must do now is follow the rules in your bylaws that deal with filling vacancies.  If there are no such rules, then a new election is in order.

The language about who can call meetings is applicable to Special Meetings.

Regular meetings, such as those set in the bylaws do not need "calling", and if set in the bylaws take place automatically on the date(s) specified.

The bylaws definitely sholuld have language on Special Meetings as well, or they cannot be held at all.

4 hours ago, Guest Denise Pavlik said:

Can the Board begin electronic voting? If so, so they need to have that written in their by-laws to do it?

It depends on whether you mean electronic voting within an in-person meeting, or whether you are instituting some sort of absentee voting, where members who are not present are authorized to vote.

Why would a special meeting follow the standard order of business?

I think it is unnecessary to speculate on whether the rule extends to officers.  Since the only officers of an organization are those specified in the bylaws, there can be no co-anything unless that office is specified in the bylaws.  And the principle of one-person-one-vote is explicit.  Half votes do not exist unless the bylaws so provide.

In any case, both of those variations remain Bad Ideas.  

Okay, 85%.

Just stating something doesn't make it a rule, no matter how clearly stated it is, or how often.

There is no restriction in RONR that board members must be members of the society in general.  Any such restrictions would have to be in the bylaws.

As a practical matter, in organizations that do not customarily have non-member directors, such a rule is seldom necessary because a non-member would be unlikely to gain election.

11 hours ago, Guest Pamela Strickland said:

Can the President of an organization with by-laws break them by making an "executive decision" when no such thing exists in the rules?

Examples:

1. All vehicles in the show must be year model 1970 or earlier. No members may park a later year model vehicle in the show area.

This is the rule above but the President allowed one of the members to break it and said "I made an executive decision because she had paid for her space and her car did not get fixed on time but she had another vehicle that is a 1972 and I allowed it."  I would not think he would be allowed to make such a decision.

2.  The silent auction winners or Accessory sales purchases must be paid for in cash unless you are a member. We will only take a check from a member.

The president said he "trusted" the buyer and allowed for the check to be accepted. Can he do this?

No, but it is up to the assembly to reprimand, censure, or otherwise discipline him.  It doesn't just happen by itself.

That is what I presume, at least as a starting point.  If the secretary brings her own recording device for her convenience in taking minutes, then until someone makes some claim to the contrary, it's her property.

I'm not saying the society has no claim that it could assert regarding ownership of the recording, but unless and until it has passed some rule about it, and made the secretary aware of the rule, I don't think it can force the secretary to provide, preserve, or even delete copies of the recordings.  It could, of course, prohibit her from making the recordings in the first place.

The language there is fairly ambiguous, and I would be loath to interpret it.  

The chair may have been wrong to rule a motion out of order after discussion had begun, but if no Appeal (§24) was raised at the time, the decision stands. A point of order would probably not be timely any more.

Whether it is even in order to renew it is in question, because rulings of the chair that have not been overturned by appeal serve as precedent.

I have no idea what to make of the concept that the ruling of the board is always subject to ruling by the memberhship.  What then are we to make of the language "for decision" if a decision either way results in the same outcome?

17 minutes ago, Daniel said:

Yes there is a Vice President.

Then the assembly would need the permission of the Vice President to appoint a chairman pro-tem by a majority vote, and without such permission, a 2/3 vote.

But I remind you that the corrrect person to preside over elections is the current president, whether nominated for an office or not.

In certain contexts NOT described in RONR, but possibly applicable to your organization, state administrative codes implement a so-called "doctrine of necessity" which allows otherwise conflicted members to vote if their recusal would leave the board with an insufficient number of voting members to reach a decision.  Whether or how this might apply to you is unknown to me. I mention this only as a suggestion for research beyond this forum.

Under the rules in RONR, the matter would never come up, as restrictions apply only to cases of personal or pecuniary interests not shared with other members, which I'm not certain is the case here, and are voluntary on the part of the member, who can in no instance be forced to abstain.

5 hours ago, In California said:

No, they serve one-year terms, or until a successor assumes the duties of office.

So the offices are vacant.

So now, back to the term limits -- are they still on the Board until the rest of the Board votes them off (or at least votes to acknowledge the current board), or they out, see-you-later, and we're not going to give them notice of the meeting?  

No, I believe that the distinction between And and Or, while it can be critical in other contexts, is not an important difference once the natural terms are over.  The point is that their terms, if not ended prematurely, continue until a successor, at the very least, exists.  

Caution:  If the rules in RONR apply, the board would have no authority to receive, grant, deny, or implement "challenges" to elections conducted by the general membership.

This suggests that you may have customized rules in your bylaws that supersede those in RONR, and will need to carefully read all relevant rules in your own documents before applying the general rules in RONR.

29 minutes ago, Guest Daniel said:

Thank you for the reply. Can the President appoint someone other than himself/herself to chair the Annual General Meeting?

Is there no Vice President?

On 1/13/2017 at 9:43 AM, Richard Brown said:

Huh? Are you sure about that? Whether there is clear and convincing evidence goes to the burden of proof necessary to invalidate the vote taken at a previous meeting. What does it have to do with timeliness? Whether the MOTION is timely is a separate issue that has nothing to do with the evidence of whether a quorum was present. The point of order can be timely regardless of what the evidence ultimately shows. The point of order can be not well taken but still timely.

Okay, I may have bent that to the point of failure.  To make things clear, here's the actual language:

Quote

Any member noticing the apparent absence of a quorum can make a point of order to that effect at any time so long as he does not interrupt a person who is speaking. Debate on a question already pending can be allowed to continue at length after a quorum is no longer present, however, until a member raises the point. Because of the difficulty likely to be encountered in determining exactly how long the meeting has been without a quorum in such cases, a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal (24).

That's a bit unusual, though, because many points of order may interrupt a member who is speaking.

Beyond the current meeting, a point of order relating to quorum is subject to the continuing breach test as with any other point of order.

18 hours ago, Small DogClub said:

We amended our bylaws a couple of years ago for exactly that reason. Our bylaws required that dues notices be sent by U.S. first class mail -- which was so specific that there was simply no reasonable interpretation that notices could be sent in any other fashion, regardless of whether members had consented to receive notices electronically. We added words to also permit email or fax for the sending of dues notices provided the member had consented to receive notices electronically. There were no objections by anyone to that change. It was completely uncontroversial. We did have to follow the prescribed procedure for amending bylaws, of course, and it sailed right through easily.

That's a wise move.  It's nice to know that you could have saved a tiny bit of paper by simply saying "in writing" which would accomplish exactly the same thing.  But the advantage of having the rule right there in front of you is that it's, well... right there in front of you.

Well done.

16 hours ago, Guest Sara said:

Is it customary for a president to serve as chairman or member of a nominating committee?

 

No, the practice of the president having anything to do with the nominating committe, including serving on it ex-officio, is strongly deprecated by RONR.

14 hours ago, Daniel H. Honemann said:

Actually, what RONR says (on p. 45) is that:

"The chair must always call for the negative vote, no matter how nearly unanimous the affirmative vote may appear, except that this rule is commonly relaxed in the case of noncontroversial motions of a complimentary or courtesy nature; but even in such a case, if any member objects, the chair must call for the negative vote. A further exception arises when the negative vote is intrinsically irrelevant, as, for example, when 'a vote of one fifth of the members present' is required, and the number who have voted in the affirmative is clearly greater than one fifth of those present (see p. 403)." (Emphasis supplied)

In my opinion, according to the book as now written, if the vote of a majority of the members present in an assembly (not a standing or special committee) is required for adoption of a motion and the number of members who have voted in the affirmative is less than a majority of the members present, the chair must call for the negative vote. Negative votes are not irrelevant in this instance because, although an abstention has the same effect as a negative vote, an abstention is not a vote, and only members who actually voted "no" are eligible to make a motion to Reconsider the vote on a rejected motion. The only recognized exception to this rule is with respect to motions adopted by unanimous consent.

Thanks, Dan, I hadn't considered the side-effects of an abstension.

15 hours ago, Godelfan said:

You asked about the rule that "debate" is out of order without a motion.  I assumed you meant this as a reason reports are out of order without a quorum - there's no pending motion and yet people are saying things.  But this is also the case when there is a quorum, so I don't see how it differentiates between an inquorate meeting and one with a quorum.

I meant that "planning and discussion" were debate, and not in order without a motion.

I contend that presenting of reports is "business" not in the nature of a measure to obtain a quorum, and as such is not in order at an inquorate meeting.

Others may disagree, but that's what RONR appears to say.

Edited to add:

Here is the procedure from RONR §40:

Quote

If a quorum is not present, the chair waits until there is one, or until, after a reasonable time, there appears to be no prospect that a quorum will assemble. If a quorum cannot be obtained, the chair calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn or one of the other motions allowed, as described above.

 

Notice that if the chair follows that procedure, the only business in order after the chair's announcement is to entertain one of the motions allowed. Thus there is no way to reach any other item in the order of business, such as committee reports..