Louise

Perfect. Thank you.

Understood. Thank you. Thank you. Is there any specific reference in Chapter XX to a majority vote being required in the above disciplinary instances (forming a investigative committee or imposing penalties short of expulsion), or is a majority vote the default if a greater threshold isn't specified?

Understood. The bylaws include the "or until their successors are elected" clause. Thank you for confirming my understanding. One more question regarding Section 63: Is it a majority vote of the membership that is required to form an Investigating Committee and to impose penalties (if it gets to that point)? Or is it "(a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership"?

Is this understanding of Section 63 correct: A resolution to appoint an investigating committee into the conduct or character of a member can only be made at a membership meeting. (i.e., not a board meeting, as the board doesn't have the authority to do this on their own, although a board member, as a member of the society, could bring forward the resolution at a membership meeting). And this would apply also to a board member's conduct or character, since the membership elects the board and as a result is the body with the authority to remove (or discipline) its members.

That's a good idea as well. There are at least two people in the organization with their own copies of the 12th edition (including me), and the organization has a number of copies of the 11th edition, but your point is well taken that the organization should update their older versions with the current one.

Thank you so much!

As do I, as do I. What a lovely world it would be if everyone were familiar with (or at least had ready access to) its contents! However, our organization's limited budget plays a role in its (in)ability to furnish each member with their own copy. Thank you. I will reach out to her.

Hello, We currently have a problematic discipline procedure referenced in our bylaws that we are proposing to remove. However, some members have stated that we must then share the procedure we will be following instead (Section 63 of RONR). Given that we will hopefully never have to use this section, it doesn't make sense to purchase a couple hundred or so copies of Robert's Rules so that every member can reference this section if it is ever needed. However, it would be helpful (especially for those unsure about removing our existing procedure) to be able to share the details fo this section. (And then a couple hundred more when the next edition comes out in ten or so years). Is it possible to obtain copyright permission to reproduce and share just that section?

Am I foolish to not be afraid? Mr. Honemann just doesn't seem like the wrathful type ...

I will recommend that they do so. Thank you.

I'm reviewing an organization's bylaws, and they have four rather lengthy sections related to the indemnification of directors (e.g., the organization will save the director harmless if they've acted in good faith, etc. etc.). A single sentence in one of these sections is almost 350 words long. I have never encountered this in bylaws before, and it just seems really out of place to me. I'm sure there's some history behind these sections that I'm not currently aware of, but I'm leaning towards recommending that they be removed. Has anyone else encountered this type of content in bylaws before?

Thank you. This makes sense. And yes, I understand the motions themselves don''t need to be ratified -- that was a poor choice of word on my part. I think the idea is to approve (not ratify) the list of motions itself; however, I'm hearing you say to delete any extraneous and problematic material from the minutes and approve what's left, in which case that list of motion won't come into play.

Thank you. We'll need to amend our bylaws accordingly.

We've had some significant dysfunction in our organization recently, which included a secretary who didn't understand what minutes should (and shouldn't) contain. The last several sets of minutes that she prepared were not approved by the board due to inaccuracies and liability concerns. Our new secretary is not sure what to do with these minutes that aren't approved were never fixed (as the previous secretary took any recommended changes really personally). The new secretary wasn't on the board when those minutes were compiled and then rejected by the board. Is it appropriate to pull out any motions she can find, ask the board to ratify those, and compile them in a single document, and to perhaps stamp the draft minutes as "unapproved" and place them in the records alongside the ratified list of approved board motions? What is the best way to handle this?

Thank you! That reference makes sense of the idea that the term follows the position rather than the person. The elections of officers tend to be staggered (so that two remain on when two leave), but that doesn't always work in practice. Perhaps a bylaw amendment clarifying this would be in order.

Whew. Well, if you can't find a reference either, I guess I will stop searching for it. There's nothing in the bylaws about when specific officers serve (odd-numbered or even-numbered years) or what positions they serve alongside of, just that they serve for a two-year term or until their successors are elected. Does that make any difference?

Thank you. This is the information I'm trying to confirm. Is there a reference to this in Robert's Rule's somewhere?

Alas, no, that isn't it ether. That is in essence our situation as well, as it turns out. But I can't find anything specific in Robert's Rules regarding the term following the position rather than the person. In our minds, it makes more sense for the person who has already been elected to a position and served a year (the new president) to only have one year left to serve, and the person who is newly elected (the new vice-president) to serve a full two-year term rather than just the final year of the vice-president's term. However, I remembered reading The Thread that Is Not to Be Found, and we want to make sure we're doing things right, so I said I'd come and take a look to see if I could find that thread and confirm it.

I thought that might be it, but no, it's not. It involved a president who resigned, causing the vice-president to become president, and a new vice-president to be appointed in place of the now-president. The old president who resigned was up for re-election, which (if I recall correctly) meant that the new president was going to be up for re-election now (even though he was only one year into his two-year term). The new vice-president, on the other hand, would be elected to a one-year term (for some reason). Does that ring any bells, or did I dream the whole thing?

I recently came across a thread here that discussed the terms of appointed directors, but I'm unable to find it now. It centred around the term length being attached to the position (president, vp, etc.) rather than to the person who was appointed. Can someone point me to the section of RONR that discusses this?

True enough. Although ensuring the bylaws don't hamstring the membership should help.

Yes, new board members were elected at our last AGM and others (who weren't yet up for election) have since resigned. Agreed that not calling the special meeting was highly improper (as were a number of other actions). On the positive side, there was a large increase in the motivation levels of various members to run for the board and become involved.

Yeah. We are hopefully (and slowly) piecing things back together again. It's such a mess. You can have all of the rules (and laws) in the world, but if you have a group that isn't interested in abiding by them...well, you end up with chaos.

Thank you to both of you. I can see the issues with the bylaws allowing members to call special meetings directly as well. Since we recently had a situation where the board outright refused to call a special meeting when presented with a petition, we're just trying to figure out how to prevent that from happening again...

Right now, special meetings of the general membership are allowed to be called by the president and/or the board, OR by way of a petition signed by X number of members. The bylaws do not say anything about the members being able to include the date/time/location of the meeting in the petition itself. As I understand it, our bylaws as written mean that a special meeting could not be called by way of motion at a member meeting. Am I mistaken?