Louise

Perfect. Thank you.

On 11/1/2022 at 11:17 AM, Josh Martin said:

In that event, board members may be removed as follows, and the formal disciplinary procedures in Section 63 will not be required:

Understood. Thank you.

On 11/1/2022 at 11:17 AM, Josh Martin said:

If the organization's bylaws instead were written in such a manner that formal disciplinary procedures were required for discipline of board members, then a majority vote would be required both for forming an investigative committee and in regard to imposing discipline, including removal from office.

In regard to discipline of members of the society, motions to form an investigative committee require only a majority vote for adoption. Imposing penalties generally requires only a majority vote for adoption, but a 2/3 vote is required to expel a member from the society.

"Punishments that a society can impose generally fall under the headings of censure, fine (if authorized in the bylaws), suspension, or expulsion. The extreme penalty that an organization or society can impose on a member is expulsion." RONR (12th ed.) 61:2

"The usual possible penalties for an officer are censure or removal from office, although in special circumstances others may be appropriate (for example, to repay into the society's treasury funds that the officer has been found guilty of misappropriating, perhaps with an added fine). For all of these, including removal from office, a majority vote is required. Penalties appropriate in disciplinary proceedings against members are discussed in 61:2. For expulsion, a two-thirds vote is required." RONR (12th ed.) 63:33(e)

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?

On 10/31/2022 at 3:06 PM, Josh Martin said:

Yes, assuming that RONR is all that is controlling on this matter and that the organization's bylaws are silent regarding discipline.

Understood.

On 10/31/2022 at 3:06 PM, Josh Martin said:

Not necessarily. While it is certainly correct (in the absence of anything in the bylaws providing otherwise) that "since the membership elects the board and as a result is the body with the authority to remove (or discipline) its members," removing board members may or may not require the formal disciplinary procedures in Section 63.

"Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows:

• If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of this incidental main motion is (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—any one of which will suffice. A motion to remove an officer from office is a question of privilege (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion. 

• If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held." RONR (12th ed.) 62:16

"Because the significant difference in effect between the use of “and” and “or” is unlikely to be clear to most members, it may be desirable (although it is not essential) to add an explanatory sentence, such as:

• For the first alternative: “Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority.”

• For the second alternative: “Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority.”" RONR (12th ed.) 56:30

In any event, however, motions for removal of board members (whatever the appropriate motions are) would be made at a meeting of the membership, provided that RONR is all that is controlling. The authority to discipline board members rests with the membership unless the bylaws provide otherwise.

The bylaws include the "or until their successors are elected" clause. 

On 10/31/2022 at 3:06 PM, Josh Martin said:

The one slight exception to this is that, in the event of misconduct occurring during a board meeting, the board has the authority to remove the board member for the duration of the meeting, but cannot impose a harsher penalty than that.

"The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above. It may protect itself against breaches of order by its members during board meetings, and against annoyance by nonmembers, by employing the procedures outlined in 61:10–21, but the maximum penalty which may be imposed upon a disorderly member of the board is that he be required to leave the meeting room during the remainder of the meeting." RONR (12th ed.) 49:15

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.

On 10/26/2022 at 1:53 PM, Josh Martin said:

I don't know whether this will be acceptable to members or not, but a compromise to consider might be to purchase a handful of copies which are available to members for review upon request. At a minimum, it would seem prudent for the society to have at least one copy - not just for this section, but for use in general.

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.

On 10/26/2022 at 1:18 PM, Shmuel Gerber said:

And I've forwarded this topic to her for you. 

Thank you so much!

On 10/26/2022 at 1:13 PM, Shmuel Gerber said:

Obviously we think that every member of every organization should get a copy of RONR anyway, for all of its sections. 😀

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.

On 10/26/2022 at 1:13 PM, Shmuel Gerber said:

I don't know if this specific use will be allowed, but the person to contact is @Barbara Holloway.

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?

3 hours ago, Rob Elsman said:

...and fear the Wrath of Dan. 😬

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

7 hours ago, Daniel H. Honemann said:

Consult the organization's attorney about this.

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.

On 6/23/2020 at 9:19 PM, Richard Brown said:

 

If your bylaws don't call for various officers to be elected in different years, how did your organization get started with the custom of electing them in different years?  I think that is where you went wrong. If an office becomes vacant and someone  is selected to fill the vacancy, that person finishes out the term if the person who he replaced.  He does not start a new two-year term in his own right.  He is merely completing the term of the person he replaced.

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?

27 minutes ago, Bruce Lages said:

I think it does make a difference. Regarding length of term for filling vacancies - at least for the presidency - RONR does say that "If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice president or first vice president automatically becomes president for the remainder of the term..." (p.575, l.9-13; my bold). Based on your statement above that your officers serve for a two year term and there is no odd or even year election format, it sounds like election of officers occurs for all offices at the same time. It would certainly make sense for vacancies in any office to serve the remainder of the term for that office so that your election format is maintained

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.

1 hour ago, Josh Martin said:

I have been unable to find something in RONR explicitly stating that a vacancy is filling the remainder of the unexpired term rather than creating a new term.

As Mr. Kapur has noted, however, the only reasonable interpretation is that it is filling the remainder of the unexpired term, because the interpretation that it would create a new term would violate the bylaws.

Since no specific language has been provided, let's suppose the bylaws provide, for instance, "The Society shall have a President, Vice President, Secretary, and Treasurer. The officers shall serve for terms of two years or until their successors are elected. The President and Secretary shall be elected in even-numbered years, and the Vice President and Treasurer shall be elected in odd-numbered years."

The only way to remain in compliance with this rule is for the person appointed to fill the vacancy in the office of Vice President to serve the remainder of the unexpired term in the office of Vice President. If a new, full term were to begin instead, then the next Vice President would be elected in an even-numbered year to a full term, and so on. As a result, this would be in violation of the bylaws.

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?

7 hours ago, Atul Kapur said:

Except that this person is not being elected to their own term as vice president. They are only being elected to fill the remainder of the current term.

 

For example, let's say the president is elected in even years and the vice president in odd years, both for two-year terms. The vice president who was elected in 2019 runs for and is elected president in 2020. You then have a vacancy in the 2019 - 2021 vice presidential term and you would elect someone to fill that vacancy for the one year remaining.

If the vice president elected in 2020 was given a two-year term, then you would have both of those positions with coincidental terms, defeating the intent of your bylaws.

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

4 hours ago, Hieu H. Huynh said:

Was it this thread?

In any case, do you have a particular question on a specific situation?

Alas, no, that isn't it ether.

2 hours ago, Josh Martin said:

In any event, however, it would likely be best to simply describe the details of your situation and your question. Even if we were to find this thread, the details of your situation may not be identical, and therefore we should not simply assume that the same answer will be applicable.

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.

18 minutes ago, Hieu H. Huynh said:

Were you referring to this thread? It may be helpful to provide details on your situation.

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?

2 hours ago, Nathan Zook said:

There was a saying in an organization that I was a part of for several years, "You can tell the history of a chapter by reading its bylaws."  Far too often, the response to bad behavior is to try to legislate your way out of it.  As observed by others, abusers 'gonna abuse.  Best by far to have good people in place with significant freedom of action.  In one of the more extreme cases, despite the numerous problems with non-physical meetings, those organizations with ample provision for them are doing quite well this spring compared to those without.  In a normal year, the reverse is likely.

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

12 minutes ago, Josh Martin said:

Thank you for these additional facts. Since you say that the bylaws provide that special meetings may be called "by the president and/or the board, OR by way of a petition signed by X number of members," if the required number of members signs a petition and the board refuses to call the meeting at all (rather than simply calling it at a different time or place than requested), then there is no doubt that this is highly improper, and the proper solution is to remove the board members responsible and replace them with members who will follow the bylaws.

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.

23 minutes ago, Weldon Merritt said:

Long term: Elect board members who are more likely to fulfill their duties.

Short term: You may want to initiate disciplinary action against the board members.

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...

4 minutes ago, Richard Brown said:

What do your bylaws say?  Your bylaws  should provide for special meetings, including who may call them and the procedure to be followed.  If they aren't authorized in the bylaws, you can't have them.  You said the bylaws permit them, so presumably the bylaws say something about how they are called and who may call them.  Tell us what the bylaws say and maybe we can help you more.

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?