Gary Novosielski

Whenever someone tells you it's Robert's Rules, ask them for a citation.

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.

The question referred to persons making nominations. Presumably those must be members.

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.

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.

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.

If the member then reveals that charge, it could be turtles all the way down.

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.

What was the resolution at the first meeting? Was the motion adopted or rejected? If it was adopted, then the member has the right to move to Rescind the motion. This motion typically requires a second, is debatable, and for adoption requires a higher vote threshold because it changes a previously adopted decision. It needs: A two-thirds vote; or A majority vote if previous notice was given; or A vote of a majority of the entire membership of the body that is meeting (including absentees) If it was rejected, then the member has the right to make the motion again at the next meeting. The usual rules of seconding, debate, etc. apply. A member does not have the right to just start discussing a motion out of the blue. He must be recognized by the chair, properly state the motion, the motion must receive a second, and be stated by the chair. If the motion does not receive a required second, the chair can declare it dead, at least for the remainder of that meeting. The chair does not have to entertain clearly frivolous or dilatory motions, but does not have the right to refuse to entertain valid motions such as those mentioned above. Do people keep seconding the motion that this person makes?

Here's a relevant citation from RONR: [RONR (12th ed.) 40:12] When the chair has called a meeting to order after finding that a quorum is present, the continued presence of a quorum is presumed unless the chair or a member notices that a quorum is no longer present. If the chair notices the absence of a quorum, it is his duty to declare the fact, at least before taking any vote or stating the question on any new motion— which he can no longer do except in connection with the permissible proceedings related to the absence of a quorum, as explained above. 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). Unless the pro-turmoil contingent can present "clear and convincing proof" that a quorum was not present, a point of order raised a month later would not be timely. The chair should rule (subject to Appeal ) that the election results stand. "Clear and convincing" proof is a higher standard than a "preponderance of the evidence" (more likely than not true) but not as high as "beyond a reasonable doubt." Do they have any actual evidence, or it is just their recollection that there weren't many people there?

The process referred to in RONR does not involve a board decision. Are you sure we're talking about the same process? Good grief, does it really say and/or ? I'm afraid your bylaws appear to have been written by lumberjacks or possibly deep-sea fishermen, not parliamentarians. 🙂

The process referred to does not involve a board decision. Are you sure we're talking about the same process?

I suppose they might mean members. But I think it's unenforceable in the case of the accused.

The bylaws don't specify when during the annual meeting the election must be held, so I think it could be scheduled at any point the membership wants. But you get new board members they can't vote at the annual meeting anyway because it's not a board meeting and they're not in session. The bylaws are somewhat ambiguous about when the terms of the current board end, but it would have to be before the convening of the first board meeting after the annual meeting. I think it's reasonable to assume that the terms end at the end of the annual meeting, but it's far from clear. Furthermore, the bylaws specify that the secretary will be the recording officer at membership meetings, but there is no mention of who presides over membership meetings. In most societies it is the President, but apparently not in yours?

I don't necessarily agree that that language applies to the accused. And RONR does not say "including the accused"; that is your assumption, and I think if it were true, it would probably have said so. I assert that those paragraphs on secrecy can be read as not applying to the accused, without encountering any contradiction. The secrecy is described as protecting the accused from defamation, and the society from being found liable for it. The accused cannot be guilty of defaming himself, however. In particular, I wonder how the society would be able to enforce such a requirement, especially after imposing expulsion as a penalty. I think there is something wrong with telling someone, "We're secretly accusing you of aggravated mopery with intent to gawk, and you can't tell anyone, including your lawyer." <see what I did there?>

Well yeah. Once the convention ends, there is nothing for the convention's rules to apply to. So the rules, including the part that says they continue to apply, no longer apply. A convention cannot impose its rules on a future convention.

If the Board wishes to decide on a matter that is before a committee, it may move to Discharge (§36) the committee from further consideration of that question. Discharge requires: a two thirds vote; or a majority vote with previous notice; or a vote of a majority of the entire membership, any one of which will suffice, except that if the committee has not reported by its assigned due date, only a majority vote is required.

On the contrary, executions should normally be conducted outside, if only to facilitate clean-up.

The quorum requirement, In Congress or elsewhere does not change based on voting. The number (e.g. majority) required to pass a resolution or elect someone does change based on the number of votes cast, but that's not the same thing. If the quorum is 51, that means that fifty-one members must be present for business to be conducted. If five members are absent, then the remaining 95 members fulfill the quorum requirement. If there were fewer than 51 present, no vote could be conducted anyway. A majority of 95 members is 48, assuming everyone votes, but if some members do not vote (i.e. answer Present), then this number can decrease. To determine if a majority has been achieved all that is necessary is that the number of Yes votes is greater than the number of No votes. If the number of Yes votes is less than or equal to the number of No votes, then the question is not agreed to. The number abstaining, or responding Present, or not responding at all, is not significant, as long as they are physically there.

Mr. Brown is quite correct. I had intended to include the name of the volunteer, and will edit my previous response to include it. I also see that the OQ may be referring to the nomination of the nominating committee itself, not to the committee's report, but the essence of the situation is the same. The committee can't change its own size, if the bylaws say it is a committee of five.

If the rules in RONR apply: The board has only such powers as are enumerated in the bylaws, or which are necessary to carry out actions it is instructed by the Membership to accomplish. The board cannot assume new powers to itself on the excuse that doing so is not prohibited. It is prohibited. And it would subject the board to disciplinary action if it attempted to do so. No action of the board may conflict with the bylaws. No action of the board may conflict with a decision of the Membership, and a board must obey such instructions as are duly adopted by the Membership. It does not issue instructions to the Membership, which is the superior body.

I wonder if the letter included any instructions directing the defendant that the charges must be kept secret, and some plausible explanation why.

You can't have people voting for more people than there are seats to be filled. I'm assuming that the chairperson office is separate from four board member positions. (As opposed to the chair being selected from among the five members elected?) And I'm assuming that the person was volunteering for one of the four board positions. If that's correct then: The nominating committee can't change the size of the board, as defined in the bylaws, to allow more people to be elected than there are open seats. In any case, after submitting its report, the Nominating committee has presumably risen, i.e. disbanded, since its job was complete upon delivering its report. Nominating committees typically have no role in the election itself, unless your bylaws say otherwise. So if my assumptions are correct, the ballot should have two sections, one for chairperson, and one for board members: Chairperson (vote for one) [_] Joe Brown [_] _________________ (write in) Board Members (vote for up to four) [_] Bob Baker [_] Carol Clark [_] Ted Thomas [_] Alice Andrews [_] Victor Volunteer [_] _________________ (write in) [_] _________________ (write in) [_] _________________ (write in) [_] _________________ (write in)

It seems to me that the right of confidentiality exists to protect to the recipient of the letter. If the member wishes to reveal the charges against himself, I don't see where the board would have any valid complaint. The fact that the letter "arose out of" executive session is not persuasive to me. By sending a letter, the board has effectively decided to make the facts in it available outside the meeting. They can't very well keep the charges secret from the person being charged, so although the proceedings of the meeting are secret, the contents of the letter they decided to send are not, and the recipient is not bound by the rules of a meeting he did not attend.

The bank may be incorrect. It depends on just what their rules say. If they really require approved minutes, that's a bad rule on their part, since the appointment of the treasurer was official at the time it was adopted, and it creates situations exactly like the one you're experiencing. What the bank may really need (you can ask to see their exact rules on this) is a copy of a Resolution adopted by your organization, or, if authorized, by the board. You have apparently already adopted one. The fact that the old officers are not available makes this trickier, but it is what it is. Hopefully the resolution contains the names and effective dates of the new officers, and the dollar amount they are authorized to sign for, and whether and when two signatures are required or when or if one will suffice. So make a good-looking copy of the resolution, with "Certified Resolution" at the top, the text of the resolution, and then a certification at the bottom with room for the secretary's signature. The idea is to impress the bank employee that this piece of paper is official enough that they would not get into trouble for accepting it as sufficient evidence. The text should be something like: I, <name>, <title, e.g., Secretary> of <Society> do hereby certify that the above is a true and correct copy of a resolution duly adopted at a regular <or properly called> meeting of its <membership or board> held on <date> at which a quorum was present, in witness whereof I have affixed my signature this ____ day of _____, 20___. ___________________________ <name> I am not a lawyer and this is not legal advice—just something I have seen work. The actual bank rules may say "approved minutes or certified resolution" and the employee may simply be underinformed. Yes, believe it or not, that could happen. 🙂