Gary Novosielski

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.

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.

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.  

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.

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.

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.

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?

On 3/20/2024 at 4:32 PM, Guest Donna McGuire said:

Our HOA is in turmoil because three new board members elected in February contend that previous annual meetings lacked a quorum, therefore the five board members elected at those two meetings are not valid members. My question is: If the minutes do not say whether a quorum existed, what rule should be followed? Are the elections invalid? (The minutues do not say one way or another whether a quorum existed. There might have been one; there might not have been one.)

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?

On 3/20/2024 at 12:09 PM, Princess_Mayhem said:

I read through this thank you. Part of the issue is I tried to go through the process of the removal of the officer earlier this year and Board decided to keep her on. Im not sure it will have a different outcome the second time around especially with the conflict of interest with said officer working with a couple of board members on their taxes.

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

On 3/20/2024 at 4:18 PM, Princess_Mayhem said:

In our By Laws it is state, "The term of office for said officers and board positions shall be for one year, January 1-December 31 of that year, and/or until their successors are elected and qualified. 

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. 🙂 

On 3/20/2024 at 12:09 PM, Princess_Mayhem said:

I read through this thank you. Part of the issue is I tried to go through the process of the removal of the officer earlier this year and Board decided to keep her on. Im not sure it will have a different outcome the second time around especially with the conflict of interest with said officer working with a couple of board members on their taxes.

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

On 3/20/2024 at 3:53 PM, rockbust said:

Thank you so much for all the response. 

One could argue that by saying "members" they mean members else they would have excluded the accused?

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?>

On 3/19/2024 at 12:53 PM, Wright Stuff said:

A lot of counties in our political party have amended their convention rules to say that they are effective until replaced at a subsequent convention. RONR says (I believe) that rules are valid until the adjournment of the convention. Is there any reason why the counties' version is not effective or proper? 

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 3/20/2024 at 12:18 AM, J. J. said:

There can be no execution session outside of the session of the assembly. 

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

On 3/19/2024 at 10:17 AM, Guest Sue Trock said:

I have a question on a Quorum.

In our organization, a quorum is 50% plus 1.  But after watching how Congress voted, their quorum number kept changing based upon how someone "voted" whether it was present or otherwise.

Let's say we have 100 members so a quorum is 51. 

A meeting takes place and we have 5 excused absences (they're not present and not on zoom, etc).  Does that bring down the number needed for a quorum or is it still 51. 

I think I know the answer is no, but just want to be sure.

Thank you

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. 🙂

On 3/18/2024 at 3:28 PM, Guest Valerie said:

When voting on By-laws changes at a General Meeting, are questions, comments, and discussion permitted?

Absolutely.  As are debate and amendment of the proposed changes before final adoption, as long as these amendments remain within the scope of the previous notice of what was to be changed.

For example, if one of the proposed changes for which previous notice was given, was to raise the dues by thirty dollars a year, it would be in order to move to strike thirty and insert twenty, because that's within the scope of the notice.  It would not be in order to change it to fifty, because that would be outside the scope of the notice. 

If you can give us some information about the proposed change, and what amendments you might like to see to it, we can comment further.

I'll put in my two cents on the subject.

Since you're probably talking about a full revision of the bylaws, you'll need to appoint a committee to work up a draft proposal.  RONR has a whole chapter (Ch. XVIII) devoted to bylaws which you should study.  Pay closest attention to §56, Content and Composition of Bylaws. It contains advice on forming the committee and a detailed breakdown of the various articles, their purpose, and what they should contain, which would be good advice for any organization.

There is a full sample set of bylaws included there.  I would advise comparing that sample with your existing bylaws side-by-side, noting where your bylaws vary from the standard.  Then evaluate whether that difference has been beneficial or problematic, given the experience you've gained over the time you've operated under the current bylaws. With the possible exception of different standing committees, there are surprisingly few truly necessary differences between the needs of a wide variety of organizations. 

In general, less is more.  Where rules already exist in RONR, repeating them in the bylaws is often counterproductive, especially if the repeat is actually an inexact paraphrase.  In a case where a committee member has an exciting new variation on the time-honored rules in RONR, my advice would be to have that member lie down quietly until the feeling goes away.  🙂