Kim Goldsworthy

A1.) Because previous notice will have always preceded such an event. A2.) No. If a person sits in a position of trust (such as an officer position) has lost that trust, as judged by a majority vote of the body, then why would you want a high-level rule to keep in place an officer who has: damaged organizational property; embezzled money; physically assaulted guests; or involved themselves in a criminal enterprise? Why not just put into office a person without these "behavioral problems"?

It seems that you are concerned with printed matter. -- What text appears on a sheet of paper. There is no rule in Robert's Rules that the phrase "closed session" or "executive session" be expressly stated on any call-to-meeting, any agenda, any mailing. Executive session (closed session) may be invoked dynamically, without notice, via an ordinary motion.

Ah! What about the Point of Order? -- Or, really, what about the lack of a Point of Order, come meeting hour? If your member's "cold Vulcan-logic" is confident that the 29-day notice is clearly short of the 30-day notice, and that, therefore, our buddy Mr. Spock is 100% confident that the proposed amendment cannot be introduced, then won't Spock be surprised when no timely Point of Order is raised at any time during the meeting? -- And the amendment passes? *** We know (from non-Robetian sources, as Jonathan Jacobs once opined in an article) that one may waive notice for one's self. All you need is a permeating, bird-of-a-feather, common mind set -- and WHAM! -- it passes.

Why? Because, to the average rank-and-file member, notice of "29 days" and notice of "30 days" would be judged (via Appeal) as being virtually identical. No person could argue sincerely that he "did not have time to ponder" the issue(s), given 29 days notice -- but would have had ample time to ponder, given 30 days notice That is why 1/30th of a division is "a distinction without a difference." -- To the average club member. (Not to the average parliamentarian, though.) *** If the rule was measured in hours, or if the rule was such that a one-day difference represented (say) 33% of the notice time lost, then you could argue that the lateness could have impacted the membership's time to ponder the issue, and/or make a decision to attend a given meeting. *** Analogy: 4 weeks x 7 days = 28 days -- This is not "30 days". But anyone who wishes to hold up club business "because 28 days is insufficient notice" is not making a realistic, sincere plea for "time", but is trying to be a stickler for a rule which already has a huge "margin of error" built-in to the time frame. *** When it comes to "slippery slopes", some slopes are slipperier than others. -- 1/30th isn't slippery enough for me to raise a point of order.

A.) No. Your constitution is written to empower your VP with monopoly control over that duty or action. That is a dumb idea. Q. If the voting body (who is the voting body? the "rest of the officers"?) does not like the VP's idea(s), then is the voting body completely stymied? Q. Why doesn't the voting body just treat the VP's ideas as "a committee of one" and propose a unique idea from among themselves? I dare say, that excerpt from your constitution must be out of context, it is so baffling.

>> The term of the Board of Directors shall be for a period of three years . . . *** You are confounding: (a.) directors with (b.) officers • Directors have a 3-year term of office. • Officers have a 1-year term of office. There is no staggering of officer terms. -- All positions are 100% annual term-of-office. *** >> . . . but appointed to those positions by the board . . . Exactly! Annually!

In general: A board may overrule any of its committees, when it comes to making a binding decision on behalf of the whole organization. *** In general: Whatever rule/policy is binding on the organization, that "status quo" must be amended or rescinded, to alter or abolish it. Whatever rule/policy never took effect, that "status quo" is not in place, so no kind of "reconsideration" nor "rescission" is necessary. -- Just adopt a new motion. *** If a committee voted down X, then, in general, a board, or the general membership, (a superior body) is free to take up X and adopt X. A committee does not tie the hands of the organization, unless the superior body empowered the committee(s) to make binding decisions. (E.g., a convention site is typically one kind of "choice" a board may empower its committee to sign contracts regarding, to spend money on, etc.)

Wherever you have term limits, it is a good idea to allow for a back door, in those years where nobody is qualified for the open position. If you have read this Q-and-A forum regularly, then you know how often this case really does happen.

It might be that no one cares enough about one day's difference to raise a proper Point of Order to challenge the (late) previous notice so mailed. So, if no one objects, I would go ahead and process the (late) amendment as a normal. *** If someone does raise a Point of Order (why would someone feel strongly about 1/30th of a delay?), then the chair will have to make a ruling. -- And that ruling may be appealed. I would hope that the one day of difference is not found to be a violation of your rules, per a majority vote of your members, via the appeal.

I think you are leaving a gap in your information. It appears that your organization is one where the structure is: (a.) the general membership elects its board directors; (b.) the board directors elect its officers. If that is the case, then, short of a rule saying otherwise, the annual meeting of the board will indeed elect 100% of all officer positions. Every position is up for grabs. -- Except for those positions where the general membership did the putting-in. With that said, I have a hunch that your bylaws do contain hints and implications about how this all truly is meant to be played out. Seek the keyword, "term of office" (or its "start" or its "end").

Follow the procedure (the method of amendment) per your bylaws. • If your bylaws allow for X, then allow X. • If your bylaws do not allow for X, then rule X "out of order." *** Q. What is your method of amendment? Q. Why can't the four members submit a bylaws amendment? What rule prevents them from doing exactly that?

No. Some letters contain language unsuitable for ladies and gentlemen -- and children. Such letters should not be read aloud. If a treasurer submits a letter of resignation, then all you need is a motion to accept the resignation. There is no rule compelling you to read aloud 100% of the text of the letter.

Let me do a spell check on this sentence. >> IF IT TAKES [TWO] NAMES TO SIGN A CHECK, CAN IT [BE] [BROTHERS]? BOTH [BROTHERS] ARE OFFICERS. Q. Is that the question intended?

What happens is, whatever happens when a contract renewal is DEFEATED. You don't treat this situation any differently just because the defeat came in the form of a tie vote. -- A tie represents rejection of the proposition. *** Thank the gentleman (or lady) for their services, and escort them to the door.

Since your "president" is not a president in the parliamentary sense, then the answer is probably "no". Employee rules are NOT to be put into one's bylaws. *** I would seriously recommend that you consult an expert in nonprofit organizations, to double check that the term "president" is the title which is even close to being appropriate for the job being done. I agree with Richard, that you have an EXECUTIVE DIRECTOR, not a "president". - You have a hired hand, not an elected position, holding a mis-leading title.

For an example of one way to accomplish this "delaying action", see the U.S. Constitution. See the 22nd Amendment.

You will have to customize a process. You will have to amend your constitution/bylaws accordingly.

You asked, "Can any board decision be challenged by filing an appeal?" The only restriction listed is this: >> Appeal may be taken from any decision of the Board to the Association. Q. What kind of decision can the board possibly make which would be above and beyond "any decision"? Q. What does "any" mean, other than "all"? Without exception?

Unexpected question! A budget is YEARLY, typically. So any vote on a NEW budget won't fall into the category of "Amend Something Previously Adopted." Whatever budget would have been presented this month is probably the 2017 budget. You would not be amending your 2016 budget. So I am thrown by the question about the vote threshold for "A.S.P.A." motions. Q. Are you just tweaking a few categories of your 2016-2017 budget? Or is the budget wholly new for the year?

Amendments are allowed if the amendments are within "scope". The existing language of one dimension (e.g., years, number, timing, etc.), and the proposed language to change that variable(s), will establish a "scope" (range) of allowable changes. Often, this is a judgment call. -- Is the amendment within scope of the notice? So, bottom line, the answer is "Yes, sometimes. No, other times."

There won't be one generic answer. The "who" factor will depend on the "what" factor. *** Some rules are there as preventative measures. Whoever does not comply, is punished. Some rules are there as pro-active measures. Whoever does it first, may continue, because the member is in compliance with the rule; and no one has the right to prevent a member from obeying a rule of the organization. Some rules fall into the domain of certain officers or certain committees, by the nature of their existing duties. Some rules demand that a customized body (a committee -- "ad hoc") be created to execute the order, to keep everyone out from meddling.

This is a parallel to some committee reports, in that the committee gives its report, yet does not explicitly recommend anything. Then a member (not a committee member) rises to make an appropriate motion on his own. Nothing wrong with that. *** To allow a nonmember to speak, first, permission must be granted. This could be done via an ordinary request, or more formally via a Suspension of the Rules.

If all they are doing is "formulating opinions" -- i.e., not making binding decisions -- then no violation of Robert's Rules of Order has occurred. Under Robert's Rules, people are free to meet and to talk. -- Even without notice. Even without a quorum. Talk is cheap. Opinions don't violate parliamentary rules. Brainstorming is harmless. Strategizing is okay.

A1.) The board elects your officers. So the board fills all vacancies in officer positions. The board need not wait. The general membership is not involved. A2.) If Robert's Rules of Order applies, then the VP instantly and automatically becomes P upon the death or resignation of one's president. There is no election for P. However, there is now a vacancy in the position of VP. -- THAT is a vacancy your board fills. *** The annual meeting has nothing to do other than its normal business - namely, elect directors whose terms are up.

For the sake of interpretation (this rule or any rule), I think it would be prudent to remember the distinction between: (a.) a right (b.) a privilege A right is a power a person may exercise as an individual. A privilege is something a person may exercise only at the discretion of a superior party, the granting party, the tolerating party. *** At a board meeting, the board may grant permission for a nonmember to exercise what would have been a right of membership, like to speak in debate. But that privilege is temporary, and may be taken away at any time, by the granting party (the board). *** Thus, a rule which grants Power N1 to a nonmember is not a prohibition on another party (like a board) to grant a privilege of exercising Power N2. Here, the distinction I wish to make is: (a.) the right to attend a meeting . . . is not the same thing as . . . (b.) a prohibition to speak. And, because they are not the same: • A bylaw may grant a Power N1 as a right, to a certain subset of people. • A board may grant a Power N2 as a privilege, to a certain subset of people. N1 is not the same as N2.