Gary Novosielski
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Posts posted by Gary Novosielski
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On 3/26/2024 at 11:57 PM, Wright Stuff said:
Yes. If the county does not adopt their own bylaws, they have to follow the state bylaws.
Let me try again.
The county has its own bylaws. A motion was moved that the county stop using its own bylaws and revert to the state bylaws. That motion is proper under the organization's bylaws. After the motion was made, a motion to substitute was moved that was actually in the nature of an amendment to the county bylaws. The content of the county bylaws was not the subject of the motion. The bigger question was whether to use the state bylaws or the county's bylaws. The motion to substitute was to amend some of the details of the county's bylaws.
Well, that's still confusing, but it's clear that the substitute did not simply negate the original motion, and so shouldn't have been ruled out of order.
But from what you said, the substitute language was subsequently voted on separately and adopted, so that would seem to be that.
In any case, there's no continuing breach, so no point of order would be timely any more. Other than academic interest, do you have an actual question at this point on how to proceed?
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On 3/26/2024 at 7:52 PM, Linda Preston said:
Section 6 - Elections and terms of office - Elections for officers, and directors whose terms are expiring, are to be held each year at the annual membership meeting. Officer and director candidates must be members in good standing, not having been previously dismissed for cause. Club officer and director candidates must have attended and participated in at least one competitive event held at the FLMLC range during the prior year. Only members in good standing may vote for candidates, individual members have one (1) vote and family memberships have one (1) vote.
Well, it's called Elections and terms of office but it doesn't say anything about the terms of office? How do you know when the terms expire?
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It's difficult to make sense of that poorly crafted language. A two-thirds vote is mathematically greater than a majority vote, so "two-thirds majority" is contradictory. Correcting for that, we have, "a two-thirds vote of the entire Officers." Normally a "two-thirds vote" has a defined meaning: two-thirds of those present and voting. Normally, "of the <particular body>" describes in which body the vote must occur. But this contains the word "entire" which is normally used in a phrase like "a vote of two-thirds of the entire <body>." And that would clearly mean all the members whether present or not. But that's not the language we find in your bylaws.
(I'm not sure Officers describes a deliberative assembly, but that's another matter.)
So with these descriptions, perhaps your assembly will be able to find an interpretation of your language that a majority can agree with.
And one last point, since the meaning of two-thirds is well understood, the use of the parenthetical (2/3) seems to serve no purpose, except to sound legal-ish.
Edited to add:
- For a normal two thirds vote, the vote succeeds if there are twice as many Yes votes as No votes. Abstentions do not count.
- For two thirds of the entire membership, the vote succeeds if the Yes votes are at least two thirds of the total membership of the body. Abstentions still don't count, No votes don't count, and absences don't count. All that matters are the number of Yes votes and the number of members.
- There is also a type of vote: two-thirds of those present, but that seems nothing like what you've quoted.
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On 3/26/2024 at 2:05 PM, Josh Martin said:
Mr. Novosielski, as I understand the facts, the issue at hand involves a special meeting, and whether business not included in the call may be raised at the meeting if all board members are present. I don’t think the question is regarding quorum requirements.
Would I be correct in thinking that the question involves the suspensibility of notice requirements if all members are present? If so then I agree quorum requirements are not at issue. And I agree that the absence of a single member could prevent the introduction of business that was not described in the call of the meeting.
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On 3/26/2024 at 11:23 AM, Brouwer said:
J.J.
My question isn't about unnoticed items being permitted. Rather, can a board member walk out of a meeting? Further, would walking out (if permitted) stop Any Other Business since the full board would no longer be present?
Walking out is allowed. but unless your board has a 100% quorum requirement, I don't see how it could stop business. It's one thing to post a message saying "only if the full board is present" and it's another thing to have the authority to enforce it. Any board member could raise a point of order that the quorum requirement cannot be suspended, even by a unanimous vote.
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On 3/25/2024 at 11:00 PM, Wright Stuff said:
At a recent convention, there was a motion from the bylaws committee to adopt the state bylaws instead of the county bylaws. That motion was followed by a SUBSTITUTE motion (from someone identifying himself as “very experienced” with RONR) to amend the county bylaws instead of amending the motion to adopt the state bylaws. I hope that’s clear. Anyway, the chair ruled the “substitute” motion out of order. The justification he used came from this paragraph:
If it is the intent of the maker of the Substitute Motion to defeat the Primary Motion it is out of order. The Primary Motion should be acted on and if defeated, then the presiding officer is to imediately grant the floor to the maker of the substitute motion to offer a new motion.
Was the ruling correct? If so, where can I find the cite for it? After the committee motion failed, the “expert” was given first priority to make his motion to amend the existing bylaws, which passed.
That is not a quote from RONR. There is nothing called a Substitute Motion in RONR. Substitute is a form of amendment. The text of 12:22(2), which refers to
motionsamendments that are not in order, says:2) One that merely makes the adoption of the amended question equivalent to a rejection of the original motion. Thus, in the motion that “our delegates be instructed to vote in favor of the increase in Federation dues,” an amendment to insert “not” before “be” is not in order because an affirmative vote on not giving a certain instruction is identical with a negative vote on giving the same instruction. But it would be in order to move to insert “not” before “to” (“instructed not to vote in favor”), since this would change the main motion into one to give different instructions.
As you can see, an amendment that reverses the sense of the original motion is very much in order. What is not in order is an amendment that would simply cancel the original, having the same effect as if it was voted down. So the answer to your question depends on exactly what the substitute said. From your description it seems like it was a substantial change that would do more than simply defeat the motion, but rather adopt a different set of bylaws, and that would have been be in order. But at this point it does not look like a point of order would be timely, at least not on that basis.
But since the substitute motion was ultimately passed as a separate motion, I'm not sure I see how it makes a difference.
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On 3/26/2024 at 8:48 AM, Guest Ron said:
Can the rules for an organizations Charter be suspended to allow for a vote to amend them?
Rules say a three week notice is required. We would like to vote on amending the charter at the next meeting (less than three weeks notice) .
No. That would defeat the purpose of the rule. Any vote that does not satisfy the notice requirement would be null and void.
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No. Provisions such as this cannot be suspended.
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On 3/25/2024 at 11:00 AM, Guest slv said:
A motion was made and seconded at our general membership meeting with a quorum of membership and was passed. Can the person who made the motion and the person who seconded that motion rescind the motion two days after said meeting by telephone? Thank you.
Of course not. ‼️
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On 3/25/2024 at 12:11 PM, Tomm said:
How do, or can you limit speech in a Committee of the Whole?
You obviously don't want to give 500 members an unlimited number of times to speak that are permitted under the procedures for small boards, which applies to committees, and you can't use the motion to limit debate.
Can you include in your motion to go into a Committee of the Whole that members can only speak for 2 minutes?
Well, yes, the assembly can instruct the Committee of the Whole on the limits of debate, i.e., in the motion to resolve into CotW.
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Not always. Sometimes the bylaws specify a ballot vote, for example when voting in elections.
What are you voting on? Normally the method of voting can be agreed on informally, but if you want a ballot vote on a particular question you can move to hold the vote by ballot. The motion needs a second, is not debatable, and requires a majority vote for adoption.
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On 3/25/2024 at 12:01 PM, rrma said:
I am looking for help to deal with a problem board member making unfounded accusations. We are a 501c7 Social Club with 700 members.
I am the board president and would like general or specific guidance the I could either do myself as president, or give to another well intentioned board member to make as motions of their own.
The ProblemDirector (newly on the board) is accusing the board generally and Treasurer specifically of not following correct accounting procedures and violations of private benefit and inurement regulations from the IRS.
None of it is true. We have read IRS regulations aloud during a meeting and tried to demonstrate that his understanding is incorrect, but he comes back with another misreading the following month. He is also not shy about telling association members that he is trying to save the club from being shut down by the IRS, who then show up at the monthly board meeting up in arms.
The Treasurer has come to me upset because the rumors have moved out of the association and into the local business community that he is not doing proper accounting. Concern about defamation.
Half the board knows the ProblemDirector has past personal animus toward the Treasurer and know this is deliberate, but aren't sure what to do about it.
The other half of the board is scared that they will be "held personally accountable by the IRS", and are ready to walk away, because this level of drama is not worth it for volunteer work.
What can I do to help move this toward a conclusion?
Well, I presume he's not making these accusations during a meeting, because that would be a severe violation of decorum, and the chair should nip that in the bud. And I think that's you. Unless he's moving to establish a disciplinary committee to formally investigate the Treasurer, his remarks are out of order. And even if he is, that motion cannot make accusations--in fact it's probably not in order during a board meeting at all, since it's usually a power of the membership. See Chapter XX of RONR, and your bylaws.
If he's slandering board members, that's a civil offense, and he might need a lawyer letter, as a first step, to identify to him the error of his ways.
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This question depends on your bylaws.
RONR does not define active or inactive members. It only defines members or non-members. If your bylaws don't say what "active" means, then they should be amended to remove the ambiguity. You say "other than paying dues"--do your bylaws actually say that you must pay your dues to be "active," or are you assuming that?
Similarly, "in good standing" is defined in RONR as any member whose rights are not suspended due to discipline, or some automatic suspension for some reason outlined in your bylaws. Dues do not figure into this unless your bylaws say they do.
What do your bylaws say about these things?
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No, that's baloney.
Check your bylaws for an article near the back about how the bylaws can be amended. Those are the rules you have to follow.
A typical rule might say that the proposed bylaw change must be sent to all members a certain time in advance, so they will know what the change is and when they would have to show up to debate or vote on it. And it typically requires a two-thirds vote to pass an amendment.
Let us know what you find.
And by the way, it should not be necessary to change the bylaws to match how you actually run things, because with few exceptions, you do not have the option to run things differently than the current bylaws permit. If there's a difference between the two, then you must change the way you currently run things to match the bylaws, until you can properly change them according to the rules.
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On 3/24/2024 at 1:33 PM, Guest Bylaws Referenced said:
The Bylaws specifically state under Delinquency:
A. When a member fails to meet a financial obligation, he/she will be placed in delinquent status and remain in such status for a period of thirty (30) days. After this time if financial obligations have not been met, the individual automatically loses all privileges, including the right to participate in activities and club trips.
This has been interpreted to mean the individual referenced by the writer, who is not current with membership dues, cannot nominate a member for an office from the floor. Is this interpretation correct?
They're your bylaws which means your assembly will have to interpret them. I don't see anything in that quote to support the notion that a person could not nominate a candidate for office, at least prior to the thirty-day automatic loss of privileges. After that it depends on whether you consider the right to nominate a candidate to actually be a privilege. Apparently the authors use the words right and privilege as synonyms.
The way you interpret this is to have that allegedly not-in-good-standing member make a nomination from the floor at the membership meeting. If the chair rules that he may not nominate anyone (or rules that he may, perhaps after a Point of Order [RONR (12th ed.) §23]), have someone who disagrees move to Appeal from the Decision of the Chair [RONR (12th ed.) §24]. And have someone else second it. This places the matter before the assembly. Limited debate will follow, at which the different interpretations will be argued. A majority vote is required to override the decision of the chair. Whatever the result, that becomes the interpretation of that bylaw, and the rationale is entered in the minutes and becomes precedent.
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In fact, although it is quite certain that members in good standing may make nominations, it's not clear from the rules in RONR that members not in good standing cannot. There is not enough information in the phrase not in good standing to be able to know how and to what extent the members rights have been suspended—in particular, whether the right to make nominations is among them. What is known is that failure to keep up with dues payments does not automatically do anything without a provision in your bylaws.
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On 3/23/2024 at 9:02 PM, Guest Ntufte said:
In the beginning of our board meetings it seems that the president can read a 'presidents message' and neither the other board members or those in attendance can make any remark about it. When questioned I was told it's Robert [sic] Rules. I can't find any info about it. Please help.
Thanks,
NTufte
Whenever someone tells you it's Robert's Rules, ask them for a citation.
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On 3/23/2024 at 11:07 PM, Guest Clarification said:
Apologies. For clarification, may an individual not current with membership dues nominate a member for an office?
A member may make nominations of any eligible individuals for office. Eligibility requirements of candidates, possibly requiring membership, are included in your bylaws.
Members in good standing are those whose rights as members of the assembly are not under suspension as a consequence of disciplinary proceedings or by operation of some specific provision in the bylaws. A member may thus be in good standing even if in arrears in payment of dues (see 45:1, 56:19).
So the answer to your question, according to RONR is: It depends.
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On 3/23/2024 at 10:34 PM, Rob Elsman said:
No, nothing in RONR (12th ed) requires a nominee for office to be a member of the organization.
The question referred to persons making nominations. Presumably those must be members.
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On 3/22/2024 at 1:26 PM, Josh Martin said:
Is there a lot about parliamentary procedure in Holy Scripture?
Acts 26:10
And that is just what I did in Jerusalem. On the authority of the chief priests I put many of the Lord’s people in prison, and when they were put to death, I cast my vote against them.
Acts 9:29
He talked and debated with the Hellenistic Jews, but they tried to kill him.
Acts 15:2
This brought Paul and Barnabas into sharp dispute and debate with them. So Paul and Barnabas were appointed, along with some other believers, to go up to Jerusalem to see the apostles and elders about this question.
Acts 17:18
A group of Epicurean and Stoic philosophers began to debate with him. Some of them asked, “What is this babbler trying to say?” Others remarked, “He seems to be advocating foreign gods.” They said this because Paul was preaching the good news about Jesus and the resurrection.
Acts 18:28
For he vigorously refuted his Jewish opponents in public debate, proving from the Scriptures that Jesus was the Messiah.
Proverbs 25:9
Debate thy cause with thy neighbour himself; and discover not a secret to another:
2 Corinthians 12:20
For I fear, lest, when I come, I shall not find you such as I would, and that I shall be found unto you such as ye would not: lest there be debates, envyings, wraths, strifes, backbitings, whisperings, swellings, tumults:
There's also quite a bit about "amending" your ways, but no indication about a motion being pending at the time.
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On 3/22/2024 at 4:19 PM, Guest Doreen G. said:
Our members were sent notification of the Nominating Committee’s proposed slate of officers. Per bylaws, someone notified the Nominating Committee chairperson that they intend to run from the floor for a particular position. Is the chairperson required to inform the other candidate that they are now running against someone else for the same position?
That's an unusual bylaw provision, especially since it does not say what it expects the bylaws committee to do with that information. Perhaps it was intended to allow the bylaws committee, when informed that someone intends to run, to inform them that they are already being considered?
Anyway, the report of the Nominating Committee is not properly called a slate, but rather a list of individual nominations.
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On 3/22/2024 at 1:33 PM, Tomm said:
It's unclear to me where the 10 minute rule applies specifically to rules in small boards because I don't find it within the list of 7 laxed rules? Something should be stated in Item 3 if that were to be a limiting factor.
Quite the opposite. The fact that the length of speeches is not mentioned in the 7 items, not even in item 3, indicates that this rule is not relaxed under Small Board Rules. It would only need to be mentioned if it was being changed from the standard ten minutes.
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On 3/20/2024 at 8:20 PM, J. J. said:
I disagree. A member can be punished for his actions, if it is felt that the actions "disturbs the well-being" of the society. However, that will involve forming an investigating committee that may recommend charges, a new set of charges. The member could be acquitted on the first set and found guilty on the second.
If the member then reveals that charge, it could be turtles all the way down.
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On 3/20/2024 at 6:19 PM, Securis said:
So, what I'm understanding is she has the right to raise the issue at every subsequent meeting. Then it becomes the perogative of the majority to remain silent, let the issue die on the table, then move on.
Essentially yes, except that since the motion was adopted, she would have to use a motion to Rescind, or to Amend Something Previously Adopted, as described earlier. If seconds are required and there are none, the proper statement of the chair is "The motion dies for lack of a second." There is no "table" involved in this scenario.
Was this Substitute Motion Out of Order?
in General Discussion
Posted
I think the motion was germane to the question of "what bylaws shall be followed?"