Gary Novosielski

51 minutes ago, Daniel H. Honemann said:

Who said the ballot vote will ordinarily be held during a meeting?

Right, then it's even less well-defined.  I wish them luck, in any case.

19 minutes ago, Guest Who's Coming to Dinner said:

Is a two-thirds vote of the entire board the same thing as a vote of two-thirds of the entire board?

I'd say the latter is clearly a vote that requires 2/3 of the entire board whether present, or voting, or not.

The former is unclearly worded and ambiguous.  I lean toward considering it as an ordinary 2/3 vote, specifying, arguably without necessity, the body in which the vote takes place.  However it can be argued that bylaws language should always be presumed to be there for a reason rather than for no reason.  What that reason might be, however, remains unclear.  Other things might be argued just as well.  One interpretation is that a normal 2/3 vote is needed, but the entire board must be present for the vote.  

Unclear language should be replaced with clear language so that we don't have to guess.

On 1/25/2017 at 11:39 AM, Guest ExtraJuicy said:

Section 10. REMOVAL.  The Board of Directors shall, by two-thirds (2/3) vote of the entire Board of Directors, have the authority to remove any Member or Board Member whose actions have been deemed to be detrimental to the organization or any of its functions.

There are 7 board members. There was a vote to remove a board member, named "Tom". Everyone voted except for "Tom". The results of the vote were 4 YES (for removal) and 2 NO (not including Tom's vote).

PERSON 1- YES

PERSON 2 - YES

PERSON 3, PREZ - YES

PERSON 4 - NO

PERSON 5 - NO

PERSON 6 - YES

PERSON 7 ("Tom" being removed) - NO

Without Toms vote, it's 2/3's and with Tom's vote it's not 2/3s. Including Tom's vote, doesn't make sense. It would be like having the accused, being found guilty by his peers but being able to sit on the jury as well.

What does everyone think?

I think Tom was foolish not to vote.  Until his right to vote is removed by discipline (which had not yet happened) he retains that right.

If he was prevented from voting, rather than abstaining voluntarily, then the result of the vote is null and void.  If he simply abstained, then the vote is apparently correcgt.

1 hour ago, Guest Paul said:

Our bylaws have a restriction of not accepting nominees on election night.    

On election night one more popular candidate became available. 

I made a motion that "the bylaw which excludes nominations on election night be suspended".  The motion carried almost unanimously.  

Now a member is questioning the ability to temporary suspend this bylaw item. Did I do wrong?  

BTW, the candidate in question lost. And last year I attempted to delete that bylaw restriction, but it got lost in procedure. 

I believe that this rule is in the nature of a rule of order, not an eligibility requirement,  and may be suspended.

The motion to suspend the rules normally does not name the rule being suspended, so a more correct form might be "I move to suspend the rules and (re)open nominations for the office of _____".   As such it would require a 2/3 vote to pass, where the motion to reopen nominations normally requires only a majority vote, but it appears this was not an issue in your case.

1 hour ago, Daniel H. Honemann said:

We have been told that, "[f]or most of the committees, the collective agreement requires a secret ballot vote." The Elections Officer will, presumably, make this declaration at the time when the result of this secret ballot vote would ordinarily be announced.

And that would ordinarily be at the meeting during which the secret ballot vote was held.  Presumably the Elections Officer will make the announcement at the meeting at which the secret ballot vote wasn't held, which is a little less well defined.  

On 1/25/2017 at 11:48 AM, Jim Anderson said:

The Chairman of our organization's Board of Trustees called a Special Board meeting with set agenda giving prescribed 3 day notice. During the "3 day notice" period, information came to the attention of the Chairman ostensibly with serious implication to the organization. In the view of the Chairman, divulging this information to the Board must be in "executive session" and cannot wait (certainly should not) until the next regular meeting of the Board or even waiting another 3 days to give the prescribed notice for another special meeting.

Question: During a "called special meeting" would a motion to enter "executive session" to deal with a matter not on the published agenda be in order when the item may have serious implication for the organization?

Business that was not included in the call of the meeting may not be taken up.  Whether it is in executive session or no is not relevant.

Apparently the nomination process does not even occur in the context of a proper meeting, so the Election Officer will have to figure out where and when to make this declaration.

1 hour ago, Guest David G said:

If a Bill is passed after an incorrect vote to call it to question is that bill still final when the ayes have it? 

A bill was called to question and objected to and this resulted in a vote. Only a simple majority was reached even though a 2/3 majority was needed to actually call the bill to question. Unknowingly, the bill was called to question because of the simple majority and it passed after the vote. Because it was called to question in error is it as if the bill was never voted on?

 

i'm not sure what you mean by "called to question'.  I presume you mean it was voted on.

If nobody raised a Point of Order at the time that the chair announced it as adopted, then it is too late to question it now.

If previous notice of the motions has been already been mailed, it is not in order to remove them.

The chair can advise members at the meeting that the proposers no longer intend to make the motions, or the proposers can request leave to make that statement, or they can simply not move them. 

However, since proper notice was given, there is nothing to prevent someone else from making the same motions, should they wish to do so.

An inquiry from the chair as to the reason for the motion can also help to weed out some of the most common misuses of the motion and allow the chair to decide whether to rule it out of order or to suggest a correct motion to achieve the desired result.

5 minutes ago, Guest Dave Kelly said:

Is a Motion to Lay on the Table debatable

It is not debatable.

However, RONR does make the following point:

Quote

It is proper for, and the chair can ask, the maker of this motion to state his reason first, however, as: “Our speaker must catch an early flight,” or “Laying this question aside temporarily will ensure adequate time to consider the next item of business, which must be decided at this meeting.” (The urgency and the legitimate intent of the motion can thus be established; but mentioning its purpose imposes no requirement as to when or whether the assembly will take the question from the table. An essential feature of this motion is that it cannot be qualified in any way and that, so long as the question remains on the table, the decision as to when—or if—it will be taken up is left open. For the limitations on the length of time that a question can lie on the table, see p. 214.)

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.