Gary Novosielski

I'd agree with @Josh Martin's reply, posted some seconds before mine, that RONR does not directly address accounting errors. I would suggest asking the auditors what the accepted process is, and whether and how a supplement to their report would be available. I do not think it would be in order to move to amend the original auditor's report. I suppose you could rescind the adoption, but you can't properly make changes to their signed report.

Since this matter is currently being litigated, it goes beyond the scope of this forum. From a parliamentary point of view, if they are members and want to make motions, they can make any that are in order under the rules in RONR. Whether their motions are adopted depends on the subsequent vote(s). And whether any of this is "legal" is something you need to ask your attorney.

Not so. You are correct that as a non-member he could not cast a vote. But that has no bearing on his ability to preside. There is no rule in RONR requiring the presiding officer to be a member. In fact, if you look at the rules regarding when the chair votes or does not, you will find the phrase "the chair, if a member" which suggests the possibility that this will not always be the case.

The audit report is the only one that is properly adopted by the assembly. If corrections to the treasurer's records are necessary, they should be made, of course, but if there is no error in the auditor's report, no additional votes are required. Presumably the auditor's report already contains a remark concerning the error. If not, I'd have questions about the audit. But in any case, in the future, although the treasurer's report should be delivered as usual, the assembly should not accept, adopt, or otherwise approve of these periodic reports. On what basis could they certify them to be error-free?

In the example you gave, a motion not to purchase something would not be in order, since the same thing can be achieved by by not making any motion. Voting Yes has the same effect as voting No. Those who oppose buying the McGuffin could simply vote against buying it when the first motion was pending But you could well have two conflicting motions, especially where members are submitting independently developed motions. If this "corporate office" is serving in the role of a Resolutions Committee, they may be able to find a logical order for these motions. This is especially true if the motions relate to bylaws amendments, where two completely contradictory amendments are proposed. There is usually a way to order things so that they make sense. For example, if there is a motion to hire an arborist to prune the pear tree, and another motion to cut the pear tree down, it might make sense to reverse the order of those motions so that we are sure there will be a pear tree to prune before we decide whether to prune it. In fact, if the motion to fell the tree passes, the motion to prune it could be declared moot, or perhaps amended to have it cut up for firewood. And of course there's the ever-popular motion to paint the clubhouse red. If another motion had been offered to paint the clubhouse blue, they could be combined into a single question on whether to paint it, with subsidiary amendments to decide the color. Or you could simply leave both in place and presume that if one is adopted, the other won't be. And then there are bona fide cases of a group changing its mind. That's where the motions Rescind and Amend Something Previously Adopted come into play. But that usually requires a period of remorse that goes beyond fifteen minutes or so. If two motions conflict, and the first is adopted and still in effect, a conflicting motion isn't in order except as a rescission or amendment of the first.

When RONR speaks of a member it means "a person entitled to full participation in its proceedings, that is, ... the right to attend meetings, to make motions, to speak in debate, and to vote." So non-voting members are a different animal--one whose rights must be defined in your rules. The quaint phrase "voice or vote" sounds cool and parliamentary-ish, but it's not clear what things this person is allowed to do, except that voting isn't one. If making a motion is considered to be using your "voice" then the argument could be made that it's not something they can do. But each society must ultimately interpret its own bylaws for itself. But speaking for myself, If I was a member of a body but could not make motions, speak in debate, or vote, I'd have to have a good think about what the point was of showing up.

Yes, if he is elected to two offices on the same combined ballot, then he must choose which office to accept. At that point, the other office must be voted on again, since no other candidate could have gotten a majority. And if there is no rule against holding multiple offices, he could run for that office too. It's just that it can't happen on the same ballot. Voters may decide that two offices are too much for one person even if the rules don't prevent it, and may vote for someone else. If you hold votes for each office one at a time, rather than on a combined ballot, then the above does not apply, but someone elected to two offices may still decline one, just on the grounds that it's too much work, if nothing else. See: [RONR (12th ed.) 46:31]

Presented how? In a meeting? In an e-mail? Presuming you have not responded yet, I think you need to quickly familiarize yourself with Robert's Rules of Order Newly Revised (12th ed.) §63. This member apparently believes they have Robert's Rules on their side, but they're saying things that are partially true and partially incorrect. As president, you need to be as knowledgeable on disciplinary procedures as this member is, but that should not be terribly difficult. Read section 63 carefully and come back here if you need anything clarified. I assume you have a copy of the 12th edition, but if not, Amazon does. Trust what is in the Book, not what this member claims. If anyone starts making claims about what RONR says, ask for a citation. Edited to add: As Josh points out, your bylaws supersede any rules in RONR with which they are inconsistent, so check your bylaws first to see if there are any relevant rules there. Since your member was invoking Robert's Rules, I may have jumped to a conclusion that the rules in RONR apply fully. They may not.

As president you have a say, a duty in fact, to keep decorum in a meeting and not permit a "personal vendetta" to interfere with order. But you don't have the power to rule out of order a motion that is proper within the rules. And "pushing" Robert's Rules is more likely to ensure a fair outcome than whatever is in second place, as long as you understand them and apply them even-handedly. Please cite where you found the highlighted statement above. All the rules in §63 of RONR 12th ed. refer to "the accused" and the examples of motions to create an investigation committee include a name as well. Are you sure you have the Right Book? The committee size is left up to the membership to determine. Presumably your members know your organization better than outsiders, and can set a size and appoint the members best suited to the task.

Cushing's (1845) pg. 90 says as much, calling it an already established practice: 163. When any contemplated motion or pro- ceeding is rendered impracticable, by reason of the existence of some special rule by which it is prohibited, it has become an established practice in this country, to suspend or dispense with the rule, for the purpose of admitting the proceeding or motion which is desired. This can only be, done by a motion and question ; and, where this course is taken in order to a motion having reference to a proposition then under consideration, a motion to suspend the rule supersedes the original question for the time being, and is first to be decided.

The closest RONR comes to weighing in on that is this: 48:6 The use by the secretary of a recording device can be of great benefit in preparing the minutes, but a transcription from it should never be used as the minutes themselves. But if the book could talk it would be quick to remind you that it is not your lawyer either,.

No. Not unless you have unusual bylaws granting the board extraordinary power. See RONR 12th ed 49:7, which says: 49:7 In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see 56:41 and 23:9). Except in matters placed by the bylaws exclusively under the control of the board, the society’s assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see [§]35). It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business.

I agree with @Atul Kapur. That language tells you how many votes are required. It says nothing about how many membrs must be present. There may be quorum requirements elsewhere in the bylaws, or the default majority, i.e., seven members is the minimum number who must be present. But as he pointed out, since 9 Yes votes are required, there would have to be that many present to pass such a vote.

Yes. I'm afraid even very badly drafted bylaws are enforceable, if a sufficient number of people vote them in without carefully considering the consequences. Of course, if that never happened, this would be a much quieter forum.

Of course. Members vote. On the first "visit" or the fiftieth.

As soon as the results of the vote were announced. In fact, part of the chair's duty is also to announce the effect of the motion, i.e., what happens next, as in: "The ayes have it; the motion is adopted, and the Treasurer will cut the check as indicated." No, that's just paperwork. It's important, but things don't have to wait for the minutes to be approved. Well, if a reporting member of the committee is present, the chair can simply notify them right then. I suppose if news of the approval never reached the committee, they would not know what to do, but that's pretty fanciful.

Not specifically. Therefore, the general rules apply, as they do to everyone else. RONR does not recognize such a class of members as "executive member", but if you mean a member of the executive board, they have no particular rights at all, since the executive board is not even in session during general membership meetings, so at that moment it does not truly exist.

I think it's time to initiate at the very least a censure motion against the chair's behavior, if not more serious discipline. The chair cannot rule an Appeal out of order simply because it disagrees with his ruling. That is the whole point of Appeals.

Not put back just for a vote, no; but a motion that fails (by any vote) may be "renewed", i.e., just moved again, at a subsequent meeting. The use of an agenda (or not) doesn't enter into it.

Well, first it's important to know to whom the committee reports. Is it a committee of the Board, or a committee of the Membership? Who or what established this committee? If the committee was established by the membership, or in the bylaws, and is not a committee of the Board, then the Board can't create directives for the committee. If the Board established the committee, then they may issue instructions to it, which it is obliged to follow. But I wonder what you mean by "outweighing" the Board. Committees issue reports back to the parent body. These reports can contain recommendations which the parent body is free to accept, reject, amend, or recommit back to the committee with instructions to arrive at a different recommendation. So no, I can't imagine how a committee can "outweigh" its parent body (if that is, in fact, the Board) in any meaningful way. If you have specifics that you think have a bearing on this, please describe them.

It is definitely incorrect to justify filling a vacancy on the basis of ranked vote-getting when that level indicated a rejection by the voters, and arguably must have been less than a majority. But the President does not have the power to fill the position anyway. The Board does. If it chooses to do so, the Board may appoint any qualified candidate. This could conceivably be that "first-place loser" from last year, but certainly not because of that fact, but rather because they consider that person best qualified. But in my opinion (stay tuned for others), the Board may also decide to leave the choice of who shall fill the vacancy to the voters, since the election is so close. There are two main options on. how that can be handled, but the choice would then be up to the membership, not to the Board The membership could decide to list the unexpired one-year term as if it were a separate office, and people could be nominated for that office instead of, or in addition to, being nominated for the regular two-year seats (presumably two or more) that are up for election; or The membership could simply increase by one the number of seats to be filled and then fill the seats based on vote count--the elected candidate with the lowest support filling the one-year term. You might think that contradicts the earlier advice on ranking, but it does not: Note well that any elected candidate must still gain a majority of the number of ballots cast for Director. If not enough candidates to fill all seats achieve a majority, second or subsequent ballots will be needed.

The default suspensibility of rules of order in a society's adopted code of rules (bylaws) goes back far earlier than ROR. It seems to me that what ROR and RONR did was to define the threshold required to suspend them at the two-thirds level. Absent this or some another authority, the threshold(s) set by local rules and customs might be all over the place, somewhere between a spare majority and unanimous consent.

No, but for bank accounts owned by an organization rather than an individual, your bank will certainly require a copy of some resolution adopted by your group at a regular or properly called meeting at which a quorum is present. Whether the board can authorize it depends on the powers of your board as defined in the bylaws. Ask the bank and they will likely be able to supply you with a sample text of such a resolution, which may need to contain the names of those who are custodians of the account on behalf of the organization, perhaps the treasurer, for example.

If the President of the association is the presiding officer of the GA, then what does the Chairman do? Or, if as you seem to suggest, the Chairman presides over the GA, then in what sense is the President the presiding officer?

I think the problem is that you don't yet realize that the group you see meeting every week is not, in fact, a committee.