Gary Novosielski

11 hours ago, keefe said:

Kim,

So to clear my confusion from your reply are you saying you believe it to mean that the appointee if placed on the ballot at the Annual Meeting would serve a three year term?

I believe (and I think Kim does too) that the appointee would serve until the Annual Meeting, at which point he might or might be nominated to be on the ballot for election. Whoever wins election to that seat would serve only for the remaining unexpired portion (if any) of the original term.  If there is no unexpired portion, the election would proceed normally, as the partial term is now ended.

(The above opinion is based on your representation of what your bylaws say, which, as a non-member, I have no right to interpret in the first place.)

If you have staggered terms, and one of the director seats is for a partial term it will be necessary to determine at election time who is elected to the full terms, and who is elected to the partial term.  I hope your bylaws have some way of deciding that.

If they don't then I think it would be necessary to consider that the partial term is not identical with however many full terms are being elected.  As such it would have to be treated as if it were a different office, and voted on separately on the ballot.  It might well be that the person appointed to the partial term would rather seek election to one of the full terms, or not seek election at all.

14 hours ago, Guest Bob Allam said:

I'm the President of the Virginia Search and Rescue Council.  Our Bylaws state that we are governed by Robert's Rules unless they are 'inconsistent with these ByLaws and any special rules of order the Council might adopt'.  Back in October the Council unanimously approved a motion to conduct our January meetings via teleconference since we frequently encounter weather situations.  Was the approved motion at our October meeting sufficient to make it permissible to conduct business during our January meeting?  Thanks!!

Only if this motion was in the nature of a bylaws amendment, and was passed in compliance with the rules contained in the bylaws for their own amendment, including prior notice requirement and vote threshold, to name two possibilities.

Those are interestng (if muddying) questions, and it's true that we don't know if the VP is VP of the board.

If not, that would affect who may preside at the next meeting, but it would not change the fact that the president can't unilaterally authorize someone in advance. 

This is not dissimilar to running for public office as an independent candidate, sometimes called "Nomination by Petition".  There are all sorts of requirements for getting on the ballot, depending on the state, and hoops to jump through like number petition signatures, etc.  But failing to meet the requirements for "nomination", while it means you won't be on the ballot, doesn't preclude winning through write-ins.   Or losing through write-ins--don't ask me how I know that.

And what of the language "a majority is necessary to elect", which apparently applies to all candidates.

4 minutes ago, Clurichan said:

What rule limits the President's right to, outside a meeting, ask whomsoever she pleases to chair the next meeting? The rules only limit what she can ask the assembly to up with put. (If you don't see the humor in this distinction, it's my fault.) The point is, I think staff's phrasing is significant, emphasis on right of asking rather than on fulfilling what the rules require, could you please send me $100 for that insight? You as good as owe it to me...

By that logic I am within my rights to ask whomsoever I please to go to your house next week for dinner.  Hey, I have the right to ask, no?

2 hours ago, Guest Sharon said:

The vice president has been told by the management in the office that the president is within her rights to ask anyone she chooses to chair the meeting. This decision was taken by two board members (the president and treasure) without ant consultation with the remaining five board members.

The management staff apparently has no clue.  If they are making this remarkable assertion, ask to see the rule in writing.   The primary duty of a vice president is to preside in the absence of the president.

5 hours ago, Weldon Merritt said:

Fair enough. But I wasn't really thinking of your opinions as an interpretation of the bylaws, but rather whether the RONR rule on non-supendability of a ballot vote must be taken literally in  the particular circi\umstance I described. What I have gleaned so far (if I am understanding you and Dan correctly) is:

1. The requirement for a ballot vote cannot be suspneded, but the voters can be instructed to vote for just the two candidates that they want to have take the full terms. But it still is not clear to me whether this would require a suspension of the rules.
2. Once it is determined (by ballot) which two of the three candidates will get the full terms, the chair may declare the sole remaining canddidate elected to the sole remaining position (the unexpired term), even if he or she received less than a majority.

If my understanding of your opinions is incorrect, please let me know. I know that Mr. Novosielski, and possibly others, probably will disagree, but it makes sense to me. I find it hard to believe that RONR would require a reballiting for the third position when the only possible outcoime is election of the sole remaining candidate.

I still fail to see how #2 is possible if the candidate did not receive a majority, and the byaws say that a majority is required to elect. I also fail to see how the chair can declare the candidate elected by acclamation when the bylaws say a ballot is required.

I don't think we can blame RONR for requiring a second ballot, when all RONR is saying is that the bylaws must be obeyed, and that such rules are not suspendible.  

I was responding to the scenario in this post where two members are elected to full terms, but the lone remaining candidate failed to get a majority, and so was not elected to the partial term.  Mr. W. wondered if the chair could declare him elected by acclamation since he was the only remaining candidate. 

My position is that even though he is now the only candidate, the fact that he is seeking a partial term requires another ballot vote, according to the clear language in the bylaws, which provide that whenever there are partial terms to be filled a ballot is required.  So acclamation is not an option.  

That's all I'm saying.

1 hour ago, Gary c Tesser said:

Not refusing to serve, since he's not in the job yet?

I'm not sure he's not in the job.  We're told he was elected, and presumably did not decline immediately.   By RONR's rules he's immediately in office.  If the OP has superior rules I'm not aware of them.

But a resignation is a request to be excused from a duty, and i'm not sure there's a substantive difference in the nature of the request whether the person has assumed office yet or not.  

What he's done is to declare that he's not eligible to hold the office.  If he had made that statement before the election, then any votes for him should be treated as illegal votes, since he is not eligible.  But he did not announce his unwillingness to qualify until after his election.  For all we know he was willing up until that moment, so we have to treat it as someone who was eligible but became ineligible at a later time.  Ordinarily he would do the right thing and resign, but in any case he can't continue in a job which the bylaws say he may not hold.

4 minutes ago, Daniel H. Honemann said:

The motion in the example is "that the open portion" of the meeting be declared ended.

So, will a motion, while in executive session, to come out of executive session conflict with this motion that the open portion of the meeting be ended whereas, if the motion had been, instead, "that this open portion" of the meeting be declared ended it would not?

That was the essentially the way we used to do things, scheduling the executive session at the end of the public meeting.  But as a matter of form, we still adopted a motion to come out of executive session (which would be recorded in the exec minutes), then opened the door to the conference room to see if anyone was still waiting in the large meeting room, and immediately adjourn (which action would be recorded in the open minutes.)

I was about to say that it would be best to leave out the voting part, but then I recalled that the NJ Sunshine Laws, which which I'm familiar, in addition to stating what sort of business is to be discussed, also require a statement on whether action may be taken in executive session or not.  Even then, there is no reason to state that action definitely will be taken.

While in executive session, no business other than that mentioned in the motion could be discussed, and no action taken unless notice was given in the motion.  There were such severe restrictions on what votes could be taken in secret that I never saw it happen in fifteen years.

3 minutes ago, Weldon Merritt said:

That's what I started out thinking, even though I was looking for a possible way around it. But If I am understahnding Dan and Shmuel correctly, they seem to disagree with your view, at least with regard to election to the unexpired term. And while I don't necessarilly agree with them all of the time, I do put a lot of credence in their opinions, especially when they agree with each other. Now if any of the other authors would care to weigh in, so much the better.

I agree completely with them on the reason for the ballot vote requirement.  But the language in RONR is crystal clear, and so is the language in the bylaws.  Full terms can be won by acclamation, partial terms require a ballot.  Yes, if the bylaws were more finely crafted, this ballot could be avoided, but I don't see how their current language can be interpreted any other way than the ink on the page allows.

RONR does not say: This rule is not suspendible even by a unanimous vote unless you can get two top-notch parliamentarians, (or a dozen, or a hundred, or a majority of the entire membership of the NAP) to say that observing the spirit of the bylaws is all that is required.

3 hours ago, Weldon Merritt said:

I think that makes a lot of sense. But I also think there is a good possiblity (perhaps even a high probabilit) that most of the voters will vote for the same two candidates (not becasue of any dislike for the third one, but solely because they know that he was appointed to a vaacancy for a term that is not expiring). If I am right, that will mean that he will receive less than a majority. So what do you sugget at that point. Could the chair then declare him (as the sole remaining candidate) elected to the sole remaining position without taking a ballot vote? Or even more radical, if the nominees all agree on who should receive the unexpired term, and since there is no opportunity for write-ins, could the ballot requirement be suspended in this rathar unusual situation?

The bylaws require a ballot vote, and the rule is not suspendible.

The chair cannot declare the person filling the partial term elected by acclamation.  If two people are elected to full terms, and the third candidate gets less than a majority,then another ballot must be held, for the simple reason that this is an election for a partial term.  The bylaws say

Quote

 

The election shall be by ballot if there are any partial terms to be filled....

 

We can sit here all day and agree with each other about the purpose for this rule, arguably that it is only to decide who gets the shorter term.  But even if we were members and voted unanimously that this was the case, it makes no difference.  The bylaws require a ballot vote in this instance, and that rule cannot be suspended.

11 hours ago, Weldon Merritt said:

Your assessment of the treason that a ballot vote is needed is correct.

It might be inconvenient, but i don't think it's treasonous.  :-)

11 hours ago, George Mervosh said:

In that case, would it not be best to avoid stating a reason for entering into executive session?  Yes, sure it would.

Except that according to Sunshine Laws that restrict the use of executive session to certain types of business, they usually require that the motion to go into exec includes the nature of the business to be discussed. 

10 hours ago, Secretary2016 said:

I'm creating a new nomination form in time for our next AGM. Many of our members' terms of office expire at the AGM. Do they have to nominate for the committee first and then nominate for an executive position? So, is the first election to just get back on the committee and then is there normally a separate form for the President's role for example?

It sounds like you are describing as situation where the members of a board (usually not called a committee) are elected by the general membership, and then the board elects its own officers from among its members.  If that's the way your bylaws say to do it, then that's how to do it.  But you'll need to check.  

Also, if your bylaws do not mention nominations, why are you designing some sort of form?  You can't require anyone to use it if the bylaws default to nominations from the floor.

5 hours ago, Josh Martin said:

I don't know that we can confidently say that until the OP answers Mr. Tesser's question.

Well the OP knew that the board, by resolution, could change the dues, so I have no reason to doubt that this was a meeting of the appropriate body.

But to be clear, my comment on procedure was limited to the fact that motions can be made, pertinent to a report, while the report is being received, and to the untimeliness (at the very least) of a point of order to the contrary.

26 minutes ago, Steven Britton said:

Generally, I would agree with Mr. Mervosh's analysis, and disagree with with Mr. Novsielski's analysis.

The reasoning lies with Principle of Interpretarion #4, pp. 589, l, 33 - 590, l.-8,  that states:

If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited. Thus, where Article IV, Section I of the Sample Bylaws (p. 585) lists certain officers, the election of other officers not named, such as a sergeant-at-arms, is prohibited.

IMO, the particular bylaws would need to somehow authorize the appointment of assistant officers, or more specifically, an assistant secretary.

 

Nothing I said was intended to imply that assistant officers (your term) were actually officers, so I don't believe the quoted language is applicable.

I see no prohibition in RONR for appointing one or more individuals of non-officer status whose task it is to assist the secretary in the performance of the duties of the office.  The same goes for assistant treasurers, bookkeepers, membership clerks. facilities managers, and the like.

I agree that RONR may be of less help on this question than it might otherwise be because of the public nature of this public school board.  For one thing, there is no "assembly" as such, except for the voters in the district, and no Annual General Meeting except on election day.

I served on such a board for many years and presided for a couple.  State law granted substantial leeway to the board as far as waiving policies, but best practices and good counsel gave us to understand the wisdom of the statement "The best time to amend policy is before you have to."  State law also mandated that policy amendment, rescission and creation were all subject to a majority vote, and in some specific instances, a majority of the entire board.  I have no direct knowledge on the question of waiving previous notice, since we never attempted it, but there were regulations allowing "emergency" action (with appropriate definitions of emergency) with a 4/5 vote.  There were also sharp restrictions on what specific types of business could be conducted in executive session.

None of this should be relied upon as advice for your board.  I present this information only to show the extent to which your state rules may vary from the rules in RONR, and to emphasize the need to thoroughly investigate the applicable laws that pertain to your board.  

If you do find evidence that the board has violated the Sunshine Laws or Open Records laws or ethics regulations, you will probably also discover methods that citizens can use to file complaints and seek redress.

21 hours ago, Josh Martin said:

I think we need more information. Mr. Novosielski's argument seems reasonable, but this scenario involves the executive board removing the President and the national organization reinstating him. RONR grants neither body the authority to do these things, so I think we need to know more about the organization's own rules to determine which (if either) of these actions are proper before determining how to proceed from here.

I don't disagree.   I may have been presuming that the executive board's removal of the president was unauthorized (presumptively true), and that the national organization was presumptuous enough to point that out, and put matters right.  But I can't argue that knowing who actually had what power, when, would be valuable knowledge.

9 hours ago, Guest Joe C said:

With Officers comprised of a Pres, V Pres, Treasurer and Secretary, is an Assistant Secretary an appropriate position as an officer?

You can have an assistant secretary, probably even without amending the bylaws, but you can't have the assistant secretary be an officer without amending the bylaws.

On 12/18/2016 at 6:09 PM, Guest Susan Gaastra said:

I am the treasurer's of an association and during my report, I provided a comment we are running in the red as our expenses are exceeding our revenue and we need to consider raising membership dues or decrease our costs.  During the report discussion a motion was made to increase dues, it was seconded and the motion passed.

A week later the president of the association sent an e-mail stating the motion that was made during the treasurer's report to increase dues, we did not follow proper procedure of follow Roberts Rules and he discussion should have been on the agenda under new business.  

Did we follow proper procedure as the motion was made under the treasurer's report or do we need a line item under new business regarding increasing dues or reducing expenses?

Thank you, Susan

You followed proper procedure perfectly.  

And even if the president was correct that it should have been handled under new business, since nobody (including the president) raised a point of order at the time, it's water under the bridge now.

7 hours ago, Guest Frank said:

In our small HOA, the Pres. appoints Committee Chairs.Can a Board Member be chair of a Committee if the documents are silent on that subject?

Of course.

15 hours ago, Gloria said:

I am te president of an organization.  Our Vice President (we only have 1 VP) has resigned.  Our bylaws require that the President can fill a vacancy by appointment with the approval of BOD.  The bylaws does not address the naming of interim officers.  I would like to name an interim VP.  Must an interim VP have BOD approval.  

When a vacancy for vice-president is filled, the person holding that office is called "Vice President".  You can't evade the provisions of the bylaws with word play.