Kim Goldsworthy

False. It appears that your bylaws contain no term-of-office for appointed positions. Appointed positions (that is, positions without a defined, fixed term-of-office) serve indefinitely. An election of the party who does the appointing (here, your "newly elected board chair") does not automatically un-appoint those people whom the previous elected-board-chair had appointed. The old appointees lose office when their successors are appointed by the newly elected appointing party. There is no vacuum. -- Unless a death, resignation, or the like occurs, there is no time gap where the appointed positions are un-filled, for a normal election cycle.

>> [New president] is now requiring that any board member who voted on the phone must now mail in their votes for their votes to count because they were not physically present at the meeting. This is bizarre. This has no support within Robert's Rules of Order. (To vote by mail is form of absentee voting. So, your new president is substituting one form of absentee balloting for another form of absentee balloting. This makes no sense.)

If that interpretation were true, then you must answer the question, "By what vote threshold may the General Body adopt an amendment to the bylaws?" (They can't. They are authorized no vote threshold per #B. So the method of amendment for 23 B says that they cannot vote.)

>> Because of the requirement of General body's approval to implement these bylaws, ... Hold it right there! Per your Bylaw 23, the general body has no say in the voting on an amendment to your bylaws. *** >> Q. Do these two bylaws need to be approved by the general body for them to be legal bylaws? Answer: No. Per your Bylaw 23 #A, there is only one body authorized to vote on amendments to bylaws, namely, your Board of Trustees. Your Bylaw 23 #B only grants the right of proposal to an individual member. Not voting rights. Proposal rights.

No. That would not be necessary under Robert's Rules of Order. It might be nice, it might be courteous. But it is not required. Anyone who does not understand X has the opportunity to clarify his understanding during the debate period. -- Raising a Request for Information, for example.

>> When an officer of the <Organization> is absent for three consecutive regular meetings without being excused by the <Organization>, >> the President shall declare such office vacant and order an election to fill such vacancy. *** You did not cite your bylaws' definition or bylaws' rules regarding MEETINGS. -- "regular" vs. "special", how set, how scheduled, etc. I think the key to your answer might be in the meaning of "regular meeting". I am thinking that your "secondary" members do not have a "regular meeting" in the same sense as your "primary" members have their "regular meeting". -- e.g., (a.) no business is voted on; (b.) no excuses are issued. (Indeed, by strict Robert's Rules, if the primary members are not secondary members, (and I think this will be the case) then the primary members cannot even attend a meeting of a body of which they are not a member!) Thus, there might be a relationship going on, which only your bylaws can define.

Q. Do you have rules already in place which grant this person any kind of rights? Under the default rules of Robert's Rules of Order, a non-member cannot speak. So if your Ex. Dir. is not a current member in good standing, then, technically, he does not even have the right to attend your meetings. *** The body may grant permission to such a person to attend. And, to speak.

>> It was never put for approval by the general body, but it was in the Constitution and bylaws booklet ever since the BOT created this Trust fund, which is available to any member. Q. What is "it" -- Do you mean (a.) the text of the bylaw? (b.) the act of use of the money? *** Q. What has (a.) the method of amendment of your bylaws (S2) got to do with (b.) the question of "permission from the General Body" (S1)? *** Q. What is YOUR question about Robert's Rules of Order? What do you need help with?

The board may choose to re-negotiate the specific action items of the original proposal. I am thinking of things like (a.) adding or subtracting from the list of projects or tasks; (b.) adjusting the cost of one or two sub-items; (c.) moving up/down the priorities or the timelines. The other party (the one who originally submitted the proposal) may or may not be open to re-negotiation. -- The board might be in a corner, if the other party is not open to negotiating. But that does not mean that the board cannot try. -- The board may offer tantalizing carrots as incentives to the other party, as bonuses, as premiums, etc. Nothing wrong with that.

Your rule (see S1) puts a burden on the submitter. Your rule S1 does not put a burden on the approver, nor the recipient. *** In reply to Q1. So, if a letter were to be delivered on December 1, at 11:59 p.m., the body doing the approving must necessarily "violate" the deadline of December 1, because the body won't meet until December 2 or later, when 100% of the submissions have been compiled and sorted into a format ready to be moved for adoption. So, "No", the approving body violates no rule which implies, "postmarks of letters later than December 1st shall not be a valid request for leave." Since the recipient is a committee (viz., "Membership Committee"), then the body responsible for approval won't even suspect there is a list of requesters until the Membership Committee presents its post-December First committee report -- to the board or general membership (or the body who does the approving). *** Your Q2 is moot. The body who does the approval has no applicable rule regarding when they must approve any submission. In theory, the approval body may get around to it well past the beginning of the "fiscal year." And no cited rule will have been violated.

In general: Members control their own meetings. The members get to choose who gets to listen in on their meetings. This is sometimes called "executive session". -- They get to cherry pick who must leave the room, and who is allowed to stay in the meeting room. The members may choose to allow non-member "ears" or "eyes" to hear/see their deliberations. So the members may grant, or deny, a mechanical device being present to "hear"/"see" their deliberations. They cannot stop a (good standing) current member's ears or eyes from observation. But they can stop a mechanical "ear" (microphone) or mechanical "eye" (video camera) from observing. *** If someone is recording without permission, and if there an objection raised, then the members may entertain a motion to allow it, or to halt it.

>> These pages were not part of the original 1963 document. This is telling! *** Chances are, the document you have now is a compilation. -- Two separate documents, which are printed/published as one document, for the convenience of archive, or of readership, or of speed of access. *** >> There is no written documentation of this statement. [Board and general members amend the document] Have you no minutes? I'd like to see your historical minutes, to see the origin of the amendment process. -- That is research you should have done first.

>> Director X is nominated at the annual meeting to be a Director for 1 year. This oral error (or mis-reading, or mis-undersanding, or pure ignorance) will not override a bylaw definition of "term of office". You cannot terminate early a term of office, just as you cannot lengthen, by sheer diktat, a term of office, if a superior document is found to say otherwise.

Robert's Rules of Order specifies that the VP instantly and automatically becomes P upon the sitting president's vacating the office. *** If your VP cannot serve as P, then you next step is to hold a by-election (an in-between election) to fill the vacancy. The rule is, "The body who did the original electing of a given office is the body who is authorized to fill vacancies in that given office."

Your question is not well-formed. -- It is improper to "accept minutes" under the preferred method of Robert's Rules of Order. **** It is like asking, "Who should run to first base if the goalie makes a touchdown." -- There is no "who" in such a question, as the action itself is irregular.

The rule is, an assembly should not be forced to entertain the identical motion, or nearly-identical motion, twice in the same session. But if they do, then that is the choice of the assembly. No one raised a timely point of order. -- So, no one cared if the identical concept was re-entertained. *** You say the previous motion failed, but the same motion but with a smaller dollar total was adopted. Okay. So, the adopted motions stands.

#4 and #5 and #6 are poor decisions, a waste of time. You don't need a committee for #4, and there isn't any clarification necessary for #5. And #6 isn't true, so it should not be the choice, since no choosing is necessary. The committee should report out that there are two factions to satisfy, and the committee cannot choose between factions. So, two kinds of motions are recommended, with the parent assembly taking the brunt of the force with the assembly's own choice between the two conflicting motions. The committee need not commit its own emotional risks, political risks, etc., to any single motion. There is no need to "take sides". *** Like a chef, offer two courses. Let the patrons who dine and who pay the check cherry pick the meal to chew on. The chef doesn't care which meal is the favorite, only that each meal is ready-to-eat.

RONR fails to suggest any "qualification for office" for membership on a Minutes Approval Committee. Since there is no prohibition, then I would opine that a Secretary may be so appointed. *** But I see it as almost useless, as the secretary already has provided as much information as the Secretary can. -- I think a Secretary can only provide redundant information, and not new, improved information. You want a party of people to "proof" the minutes. The original author is in the poorest position to scrutinize, criticize, blue-pencil, etc., his own document.

Q. What is an "address"? Is this some kind of speech? Is it some kind of committee report or officer report?

I am of the opposite opinion. If a person serves even one day in the office of president, then, no matter how this person vacates the office of president, this person is, by definition, a "past president". There is no getting around that. -- Death, resignation, expulsion, natural exhaustion of the defined term-of-office -- it makes no difference if this party is alive or dead. This person is a past president, and, if the timing is right, the immediate past president. *** >> We do have a Past President position. Look to your own rules as to what to do when no one is capable of serving in a position where there is only one party who is qualified for such an office.

By himself? If the board decision was an ordinary act of the board (like a majority vote on some policy), then no individual may rescind or countermand the decision of a board.

If the member who is questioning the amendment is asking for the chair's opinion, then use Parliamentary Inquiry, and get the chair's opinion. If the member who is questioning the amendment is pointing out a violation of a parliamentary rule, then use Point of Order, and compel the chair to issue a ruling on the Point of Order, and possbily lead to an Appeal from the Decision of the Chair. Q. What does the inquiring member wish? -- An opinion? A ruling?

Yes, you would be correct, most likely. Look at it this way: Q. Did both bodies, general membership plus Executive Board, both invoke the bylaws' method of amendment to insert new House Rules? A. No. Therefore, the House Rules cannot be part of the bylaws. The printed document must be a convenient compilation of two sets of rules, as a courtesy to new members, or a courtesy to general readers.

Until "notification". Example: A phone call can take 20 seconds. So, if the winner is notified by phone, they have 20 (or so) seconds to accept or decline. *** If you use a slower method of notification, then you may have to wait days. It's up to you.

I bet you that the author of the "House Rules" is your Governing Board. -- Right? If my bet is correct, then, "No", an inferior body cannot give itself power, through rules of its own making, to override the power of the superior body, the general membership. *** If the general membership is the author of the House Rules, then I may re-think my answer.