Gary Novosielski

I think the most common definition of a write-in is a vote for someone not nominated.

I have taken a look at a handful of random areas of these bylaws, and they appear to be a fairly complete compilation of every bad example we run across here on a daily basis. Or at least a series of radical departures from RONR's advice in an impressive number of areas. In just a cursory look, I've seen: President involved with Nominating Committee. Election committee (not the membersh) certifying results (outside of a meeting) with no opportunity for review Use of proxies Mixed in-person and absentee voting Use of co-holders for multiple offices. Election by less than a majority. Classes of membership but with minimal definition, and unclear limits. Now it is certainly possible that each of these characteristics, and undoubtedly many others, were precisely chosen as being appropriate for this particular organization, after careful consideration of all the pros and cons of each. It's also unlikely. I would strongly recommend having the entire bylaws reviewed by an experienced parliamentarian.

There seems to be some confusion between the verbs censor and censure, but that's okay--the President can't do either one alone. Discipline for offenses outside of a meeting are covered in RONR (12th ed.), starting at 61:22. But as always, if you have customized rules in your bylaws about discipline, or some unusual powers of the presidency, then follow those.

That's an excellent question. I know the space works in the RONR kindle edition, but honestly I've never tried to search in the forum for a particular §:¶ citation. I can confirm it doesn't work.

Far be it from me to doubt the word of the President, but I'd like to know the exact language in the bylaws that allegedly says that only the Board can fill a vacancy on the Board. But I think your motion to elect someone to that position might run into trouble unless you gave previous notice of intent to make it, unless perhaps there were no absentees.

No, the president is incorrect. The Secretary is free to send a first draft of the minutes to the President, or is free not to.

That can't be a matter of opinion. Either the bylaws continue to say exactly what they said before, word for word, and punctuation mark for punctuation mark, or they now say something different than they used to say. Which is it?

First of all, this is a two-year-old thread, so the OP may not be around to clarify. Since this was a virtual meeting, which is already outside the rules of RONR, and since we have no idea whether they can hold such meetings in the first place, or what their bylaws say about how these meetings are to be conducted, anything we say would be conjectural at this point. RONR supports undemocratic procedures only if they are duly adopted into the bylaws, but we don't know if that was the case here.

I'm not familiar with electric utilities that have "memberships", except in the case of a stock corporation, where stockholders can make motions at stockholders meetings, but not at board meetings. It sounds like a lot of the answers here are to be found in your bylaws, charter, or other foundational documents. If the rules in RONR apply, non-board members are not allowed to attend board meetings, let alone speak at them, so you won't find a remedy there.

First of all, a "written ballot" still requires that all voters be physically present at a particular place. Absentee voting, even though in written form, is still prohibited unless the bylaws specifically authorize it, and provide the rules that apply to it. So you may be dead in the water right there. But if you are talking about using it in a physical meeting, that might work. Still, it's unusual that a web form would be completely untraceable, but if it really can satisfy the secrecy requirement, so far so good. Note that a written ballot must allow for write-in votes, so the form would have to allow for that, and yet prevent overvoting. A problem still arises that unless the voting occurs in a controlled environment where poll workers can verify and record the identity of each voter (recording the fact that they have voted, but of course not the way they have voted), the secrecy makes it difficult to ensure that only eligible members can cast votes, and that no member can cast more that one without being detected.

The situation of a single trustee imposing a decision is not something that can occur if the rules in RONR apply. The board of trustees as a whole may vote on a decision, but individuals have no such power. In either case, the membership is the highest level of authority, so the decision can be reversed, as long as it has not been carried out already (a tree cannot be unchopped down). If the decision was duly made by the board, then the membership can adopt a motion to Rescind the decision completely, or a similar motion to Amend Something Previously Adopted to change it. Both of these are covered in RONR (12th ed.) §35. They require for passage either: a two-thirds vote; or a majority vote with prior notice; or a majority of the entire membership, any of which will suffice. If the individual trustee simply took it upon himself to implement something without the authority to do so, then the decision may simply be ignored, and the membership can adopt a motion of Censure to express its disapproval, or if particularly grievous, more substantial discipline. See Chapter XX.

Yes, that's the standard language. So to answer your original question, the rules in RONR govern the club if the bylaws (and special rules of order if any) don't conflict with them. Precedence is not an issue since your original question assumed no conflict. If the rules do conflict, then the rule in your bylaws governs in that case and the rule in the bylaws does not.

Apparently they don't, or the chair would have ruled differently. And I think you meant 50:9.

Usually yes. But a lot depends on the detatils. Please elaborate.

@Josh Martin, I don't disagree with any of that, but if I was about to sign a contract putting myself personally at substantial financial risk, I think I'd arguing that if it's enough of an emergency to ask me to do that, it's enough of an emergency to waive the notice rule.

In the Sample Bylaws [at 56:62], we find: Section 4. Office-Holding Limitations. No member shall hold more than one office at a time, and no member shall be eligible to serve three consecutive terms in the same office. However it would not be correct to call this a policy recommendation. Rather it is more of an example of well-written language for societies that may wish to implement such policies.

I didn't say it was a board, but rather an assembly using small board rules. An appropriate time to tender a resignation would be during Reports of Officers. Specifying an effective date would allow the resignation to be accepted as business arising out of a report, yet not cause an immediate vacancy.

On of the (perhaps surprisingly) most effective rules of decorum is that all remarks must be addressed to the chair. When crosstalk occurs, and especially if the word you is uttered by a member toward another, a Point of Order should be raised that members must direct their remarks to the chair. If nothing else, this will interrupt the train of thought of the perpetrator, and establish the chair as being in charge. Members of the British parliament are expert at roasting the chestnuts of another member by remarks or rhetorical questions directed to the chair, yet without crossing any boundaries of the decorum rules. Members of the average HOA are not, and may try to frame their remarks to comply, but ultimately give up in frustration. The chair only needs to clamp down until things return to something approaching normalcy, but be watchful for attempted violations. You may be surprised how quickly the group will give up its bad behavior when it becomes apparent that the chair won't tolerate it. Left without the ability to use the meeting as a gripe session, they will either get down to business and accomplish something, or finding board service to be a barren source of amusement, not seek reëlection.

Well, it can, of course. But if the committee is one that is created by the bylaws, it can only be modified by changing the bylaws. And if this is a standing committee (which it sounds like) then the creation of one or more standing committees in the bylaws means that any new standing committees must also be done in the same manner. They can certainly do it. The question is how.

If splitting the committee would violate the bylaws, then the committee can't be split until the bylaws are amended to allow it. If the current committee is specified in the bylaws (we don't know the chair's reasoning, but that would make sense) then it may only be necessary to change the bylaws to create two separate committees. If that is done, then there's no need for any subsequent motion.

Since she is not a board members, she does not have the right to attend Board meetings, unless you have a rule that allows it. What happens when she is informed that she does not have this right? You can't vote to keep her, or any member, out of a meeting unless they are disruptive or otherwise breach the rules of decorum. It is the duty of the presiding officer to enforce these rules. If this member is being disruptive and the chair does nothing, then any member can raise a Point of Order that the meeting is not in order, and the chair should be prodded into action. [RONR (12th ed.) 43:19-28 and 61:6 ff.] If there is a problem member who is not getting any better, it is often the case that the chair is half the problem.

So you're saying that these "additional duties" are not really essential to have done. If not being able to call the meeting would cause no particular hardship, then i agree that there's no reason to suspend the rule.

I suppose you can call them what you like. It grates on my ears because I think it tends to foster the common misconception that a board is in charge, and can pass rules or make pronouncements that the membership is obliged to respect. A good deal of our work here involves disabusing such members of that notion.

And I'm saying that such a rule is a rule of order and is suspendible. You are not in a position to change the rule, but you are in a perfectly cromulent position to suspend it. However, since I am not a member, my opinion is barely worth the recycled electrons it is printed on. Good luck with your quest.

Yeah, it might be worth striking it in its entirety. RONR already has sufficient protection in the form of Division of the Question to allow members to pry individual questions out of an over-full basket of them, should the need arise. Even if this is considered to be a "red herring" in the first place, as Mr. Elsman suggests, a herring of any hue is, in my view, less desirable than no herring at all.