Gary Novosielski

Executive Committees, although they are called committees, are more in the nature of boards, and are subject to the rules for the latter. 49:22 Effect of Periodic Partial Change in Board Membership. In cases where a board is constituted so that a specified portion of its membership is chosen periodically (as, for example, where one third of the board is elected annually for three-year terms), it becomes, in effect, a new board each time such a group assumes board membership. Consequently, when the outgoing portion of the board vacates membership, all matters temporarily but not finally disposed of (see 9:8–11, 38:8), except those that remain in the hands of a committee to which they have been referred, fall to the ground under provision (c) in 21:7. (See also 50:30, regarding the continuity of matters that have been referred to a special committee appointed by the board.) So there is a workaround. If the EC wishes this bylaws change not to fall to the ground at the end of its term, it should refer the matter to a special committee appointed for that purpose. It should make certain that the motion to Refer includes instructions to the committee expressly to report back to the EC at a date beyond the start of its next term. Don't omit this last point, or the special committee's term will end when the EC's term ends. [50:30]. The special committee could report back with recommendations on the proposed amendment, if desired, or could simply report it back in the same state as it was when referred. In either case, it places the matter back into the hands of the next EC session, which is then free to proceed as it wishes.

Correction: not 1/4, but 1/3.

If, as you say, the clubs elect their own officer(s) and have their own bank accounts, they are definitely not anything like a committee, standing or otherwise. I don't understand why they are listed as an addendum to the bylaws, but presumably someone thought they belonged there. I have no way of knowing. You have not explained how these clubs fit into your organization.

So are you claiming that a special rule of order that established a standing committee may be suspended? What would become of the committee? Would it snap back into existence when the meeting was adjourned?

You seem to be unable or unwilling to understand that the 3/4 vote requirement only means 3/4 voting Yes. That is how much it takes to adopt the motion. Anything less and the motion fails That is all it means. Full stop. Period. End of sentence. A motion that gets 2 Yes votes and 4 No votes obviously fails. It has only 1/4 approval. That is less than 3/4 approval (in fact it is not even a majority) so the motion fails. The requirement for a depreciation report is not waived. Whether it costs a million dollars, a thousand dollars, or is free, the rules for counting votes do not change. The amount of money may very well affect how people vote, but it has no effect on how the votes are counted.

Under the rules of RONR, there are conditions where members should not vote, due to a direct personal interest in the matter, not shared with other members. But even that rule does not suggest that they leave the meeting or even refrain from debate--only abstain from voting. And even when they should not vote, the cannot be compelled not to vote. What is your understanding of what "recusal" involves. What did they agree to? And what is the importance of the minutes in relation to this?

That would not help. The election still must be completed. If the president has the power to fill vacancies, there is no unexpired term to be filled, since the term has been completed. So any appointment would last only until the election is completed, which is still a requirement. Use one of the methods that allows you to complete the election on schedule.

No. You had the right to move that it be reconsidered. The motion requires a second. Asking the chair to reconsider it accomplishes nothing. If you had moved to reconsider, and the chair had ruled your motion out of order, you could have raised an Appeal. You cannot appeal an answer to a question by the chair. You can only appeal rulings.

A motion affecting voting and elections has application within a meeting. And rules regarding the election are in the nature of rules of order. But a motion that would restrict or waive an eligibility requirement to hold office could not be suspended because that rule has application outside the meeting. So a motion to allow voting for inelligible people would not be in order. In 50:8, a standing committee can be established by a special rule of order. Yes, this clearly applies on a continuing basis outside of any meeting. That is why the special rule of order that established that committee cannot be suspended. I think you just disproved your own point.

Well, you can't raise a point of order that it should be ruled out of order unless you attend it.

If the board presents reports to the membership, they could include a motion on behalf of the board in their report. But think an argument could be made that a motion made in a board meeting to attempt to contravene a decision of the membership might not be in order.

Based on the language provided, it is apparent that no agenda is required, and so would not be appropriate. The order of business is clearly specified in the case of both types of meeting, and should be followed. There can certainly be a memo developed listing items of business that are expected to come up during the meeting as an aid to staying focused, but it would not be binding, and to avoid confusion should probably not be referred to as an agenda. An item of censure, if one is moved, would presumably come up under new business, unless it was the result a recommendation reported out of a committee. On another topic, I notice a potential problem in your language on special meetings. If the rules in RONR were controlling (which in this case the appear not to be) the call of a special meeting could not contain the phrase "and such other business as may properly come before it," because this does not "clearly and specifically [describe] the subject matter of the motions or items of business to be brought up" [RONR (12th ed.) 9:13] The rule in RONR clearly allows bringing up multiple items at a single special meeting. All that is required is that each of them be clearly and specifically described. It seems to me that including that language in the bylaws creates an opportunity to abuse the purpose of special meetings and creates ambiguity over what constitutes being "properly" introduced, in such a situation. Just my opinion which, since I am not a member of your society, is worth every penny you paid for it. 🙂 And maybe less.

If I understand you correctly, you may be talking about an association of associations, where the individual members of the Organization are not persons, but are member clubs and other societies. Or you may be talking about an ordinary membership organization, where there is a general membership, but whose purpose is to give help and support to other semi-independent organizations. There are organizations structured in these two ways and many other ways as well; it is entirely up to your membership (be they clubs or people) how your bylaws should be written. RONR allows just about any structure you like. But in both of these cases and others, it would not be advisable to list the affiliated clubs by name in the bylaws. That list may change from time to time, and you don't want to put yourself in the position of needing a bylaws amendment each time the list is added to or subtracted from. That sort of business is usually decided by an ordinary main motion.

You are right. The only thing you might add at the end is a mic drop. 🎤 (And just to be crystal clear, it doesn't "have to" go back to the members; the members can take the question up again if they choose to, but the board can't force them to consider it again. But you knew that. )

The rule "has application" outside of the meeting because it sets the composition of the committee in its future meetings. The appointment of the committee may take place within that session, but the committee has not even met yet at that point, and will not meet until after that meeting is adjourned. That is what the rule is applicable to--the continuing composition of the committee. The suspension of a rule ends when the session during which it is moved ends. So the rule on the composition of the committee would snap back into effect, and that's no way to run a railroad. The example in 25:13 is on point: Rules that have their application outside of the session which is in progress cannot be suspended. For example, a policy prohibiting total contributions to any one charitable organization in excess of $500.00 in any one calendar year is a rule which has its application outside of a meeting context, and thus cannot be suspended so as to permit the adoption of a motion to make a contribution in excess of the specified amount.... Although a standing committee can be established by a Special Rule of Order, that does not mean that is "in the nature of a rule of order" as defined when deciding what rules can be suspended. Establishing a committee does not relate to the orderly conduct of business within the context of a meeting. It establishes a separate body which meets on its own schedule and is not part of the session at which it may have been established or appointed. Being a rule of order is not, alone, a sufficient condition for suspensibility. It must also be a rule that has application wholly within the context of the meeting in progress. So I believe that a rule in the bylaws providing that a certain committee shall have a certain composition may not be suspended unless it provides for its own suspension.

I doubt it. One of mine was too. It was the one where I posted the link to the archive copy of PL. I assumed that the software treats links to outside web sides with some suspicion.

Yes, I quite agree with that reasoning. My reference to "special standing" was not to question why those committees would best be excluded, but why other committees, in which the assembly thinks it best not to have the president's involvement, should not have the same consideration as Nominating and Discipline. In other words, if the assembly chooses to provide that the President should be a member of all committees except Nominating, Discipline, and Jiggery-Pokery, he is suddenly jammed into the quorum requirement of every other committee, I think that's a stretch of an interpretation, and too obscure to be helpful to most societies.

I must have lucked out. I got my copy of PL from, I think, ebay or perhaps "other sellers" on Amazon, and it was quite affordable. Clearly used but in excellent condition. I'd be more specific but this was some time ago.

The action takes place within the meeting, but the application occurs outside of it.

Minutes of one annual meeting should not be held for action until the next one a year later. [9:22]

I didn't say that was my opinion. I said that if a majority thought a given suspension was too short, it would not be adopted, regardless of whether you or I agreed with them.

Also, the person having the floor must limit all remarks to those that are germane to the current pending motion. If these members start to wander off-topic to matters that don't bear on the merits of the motion, the chair can remind them of this requirement, or a member may raise a Point of Order that the discussion has departed from what is germane.

You could also amend the bylaws to add: ...except that this limit shall not apply to the VP of Finance.

As I explained once already, a 3/4 vote means it requires 3/4 to vote Yes, in order to pass. It does not require 3/4 voting No to defeat it. Anything more than 1/4 voting No will defeat the motion. Of course it is the case that when a motion is defeated nothing should occur. Things remain as they were before the motion was made, since the motion was not adopted. I do not understand about the expenditure of money. If a motion to expend money is defeated, the money is not spent. You can't cause money to be spent by defeating motions to spend. Please explain clearly what the motion said.

If you're not an HOA, the rules governing HOAs will have limited application.