Gary Novosielski

Similarly: 24:2 Members have no right to criticize a ruling of the chair unless they appeal from his decision. These might be termed the anti-kvetching rules. Another rule that restricts opinionizing says that members may not explain their vote at the time voting is underway. The time to explain how one intends to vote is during debate; once voting is underway it's to late to do anything but vote.

RONR does not authorize hybrid meetings, nor does it require allowing public comment. Both of these situations would be subject to local rules adopted in your bylaws or special rules of order. So you are free to structure them however you like.

Yes, sorry. Unfortunately, 6.4 does not contain either of the two standard forms of specifying term length, dealing with the election of successors, which can affect how removal may be done.

I suspected it was something along those lines. Thanx. Plain users are offered an optional text input field to enter the reason for the edit, but have no check box affecting the notice that it has been edited.

That applies to non-identical offices. In a case where the president is ex-officio a board member, and was also previously a board member (we don't know if this is the case here), we are dealing in that scenario with three offices: President Board member (ex officio praesidis) Board member (previous) It is the two board member positions that are effectively identical and so cannot be held by one person. The ex-officio office can't be the separated but the previously occupied Board Member seat can and should be deemed vacated.

I hope you mean the board is meeting tomorrow to accept her resignation, which is a requirement. Presuming proper previous notice was given that the board intends to elect a successor, I know of no rule that would prohibit doing so. But previous notice is a requirement. Of course no matter when they vote to fill the vacancy, the newly appointed director would not take office until the vacancy actually occurs at year's end.

It might. But if I knew, I don't think I'd come down on that side. I think Josh is on point with the question of whether the president is ex-officio a board member. If so then I'd argue that it constitutes holding two board-member positions, one of which must be vacated. And since it's not possible to vacate an ex-officio position, it's got to be the other one. It could even be argued that this workaround to reduce the board size would violate a bylaw provision that the board "shall consist of n members". That is presumably the rationale behind the no-duplicates rule in the first place.

Agreeing with both responses above, what struck me was not board members voting for themselves, but board members voting on members of the board. That's typically the duty of the general membership, not the board itself. Is this not a membership organization? As far as members voting for themselves, this is absolutely proper--unless one believes that someone else is more qualified, in which case the solution is not to run in the first place.

It would, but it's not clear what the perceived benefit would be. Depending on the quorum requirement, it could also cause unintended side effects--or intended ones, perhaps. So while I agree it violates no rule, I also believe it makes no sense.

It was more than sufficient, in fact the edits shown in the original were unassailable in all particulars. I was not commenting on the content of either message, but only on the technical fact that the message board, which usually notes the fact and time of edits, apparently did not do so in this instance. No negative inferences should be drawn.

Agreeing with the responses above, I will point out that it is not unthinkable that you may go through your entire life's connection with parliamentary procedure and never once encounter a situation where the motion to Lay on the Table was properly in order. Whenever you encounter it, ask yourself whether the motion to Postpone Definitely was the proper motion. If you always say Yes, you will be wrong a vanishingly small fraction of the time.

I see that Dan edited that, which is good. But I note that there was no indication under the message that it had been edited, which is odd--not bad, just odd. (and my wife says I never notice things)

Please quote the language where it says that.

Debating over what the minimum wage should be is partisan politics. Attempting a coup d'état is well beyond the boundaries of politics altogether. Just sayin'.

Yet somehow, rights can be suspended as a result of discipline.

Yes. However this motion was not one to expel but rather to suspend the rights of membership, for an indefinite period.

C'mon, tell us what you really think. 😏 But actually I agree with you. These are some beastly bylaws.

Sure can, if the rules in RONR apply.

If they contain an article on Membership, then I bet having members is within the scope.

Yes, consarn it!

That is not what RONR says. But if you are a public body, your attorney might actually be referring to your state's Sunshine Laws, which often contain such a provision. Was the answer specifically about real estate transactions? If that's the case, then he's probably right that you can debate the matter in executive session, but there may be some finesse required to determine if any motions are valid in exec. Often the answer depends on case law, which can interpret statues in ways that the legislature, in their finite wisdom, did not predict. But there is a public interest in allowing public bodies to keep purchase plans secret to avoid having to overpay due to speculation if the plans were prematurely made public. I am not a lawyer and this is not legal advice, but you might ask your lawyer how much latitude you have to discuss possible bidding strategies, intelligence gathering, and the like in private. Can you refer things to an investigative committee in private? Can committees meet in executive session? Report in exec? Does the fact that a committee contains fewer than a quorum of the parent body matter? Can the rule against straw polls be suspended in exec, or can informal discussion occur so that it is fairly well known how the public vote will go? It can be a complex matter, and might require additional research.

It is too late to use the motion to Reconsider at this point anyway. There are other options, though. Assuming that the motion is just poorly worded, or ill advised, but otherwise in order, a motion to Rescind, or to Amend Something Previously Adopted [RONR (12th ed.) §35] can be used. With previous notice, these motions require a majority vote; without it, they require a two-thirds vote or a vote of a majority of the entire membership. If it is determined that the motion is not merely a bad idea, but creates a continuing breach of the bylaws or procedural rules legally applicable to societies such as yours, then a Point of Order (§23) can be raised, and if ruled well taken by the chair would render the motion null and void. If the chair's ruling is unfavorable, an Appeal (§24) can be raised, which would require a majority vote in the negative to fail to sustain the chair's decision. Failing any of that, if a majority wishes to keep the motion in effect, there's not much you can do but try to change their minds.

Why does the motion need to be made in public? This is just the sort of thing that is usually considered in executive session. What rule is getting in the way?

See if the following paragraph answers your question. Do your bylaws have similar language about the board having charge of the society's affairs between meetings? 47:57 The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly. For particular vacancies, see 47:22 (president-elect), and 47:28–30 and 56:32 (president and vicepresidents). See also 13:23 (vacancies in a committee).

I have read the bylaws excerpt several times, and I still have no idea what it is trying to say. But I can comment on some points: a majority is not 50%+1. It is anything more than half, no matter how slightly. Even 50% + 0.001 is a majority. So your bylaws appear to contradict themselves. I can't tell whether the intent was to redefine majority, or is just an error. But with a small board such as this it probably will not matter. You're confusing quorum with voting. Quorum, in an in-person meeting is how many members must be in the room for business to be conducted. It does not matter whether they vote or not. Voting by e-mail presents some problems. Have you adopted any rules on the subject? Merely saying e-votes are allowed leaves open some questions, such as how to establish quorum. In an in-person meeting, a member who abstains but is still present counts toward quorum. Do your rules say whether a person who abstains is counted toward a quorum? Do your rules say whether a person who abstains has "participated" in the election? If so, then your example of 6 votes to 4 is certainly a majority. You say that you wanted everyone to have a say, but are you certain that you want to effectively remove the right of a member to abstain?