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Richard Brown

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  1. Richard Brown

    Voting out board members

    Previous notice is defined on page 4 of RONR as follows: "Under certain circumstances, whatever the vote required, there may be an additional requirement of previous notice, which means that notice of the proposal to be brought up—at least briefly describing its substance—must be announced at the preceding meeting or must be included in the "call" of the meeting at which it is to be considered (see also pp. 121–24). The call of a meeting is a written notice of the time and place, which is sent to all members of the organization a reasonable time in advance." On page 121 previous notice of a motion is described as follows: "The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. A requirement of previous notice means that announcement that the motion will be introduced—indicating its exact content as described below—must be included in the call of the meeting (p. 4) at which the motion will be brought up, or, as a permissible alternative, if no more than a quarterly time interval (see pp. 89–90) will have elapsed since the preceding meeting, the announcement must be made at the preceding meeting. The call of a meeting is generally sent to all members a reasonable time in advance, which may be prescribed in the bylaws." Edited to add: I note that your bylaws apparently prohibit a vote to remove an officer at a special meetings. The bylaw provision you quoted specifies "at a regular meeting".
  2. Richard Brown

    Entering a motion to remove president

    Well, we might be nitpickers, but it's definitely not just you!
  3. Richard Brown

    Entering a motion to remove president

    I disagree. In my opinion, that call is not specific enough to take up a motion to remove the president from office for two reasons: First, it says the purpose of the meeting is for "discussing concerns. . .". It says nothing about considering an actual motion to do something. Lots of special meetings are held for informational purposes.... for formal presentations, question and answer sessions, discussions.... with no formal action taking place or even being contemplated. I am much more likely to attend a special meeting if I know it is to consider taking some kind of actual and controversial action rather than just discussing something rather vague. Second, I think the call would have to state that the purpose of the meeting is to consider a motion to remove the president from office. The actual language of the motion need not be provided, but I think anything short of considering a "motion to remove the president from office" falls short of "specifically describing the subject matter of the motions or items of business to be brought up". The removal of the president and a motion to do so are the items of business and subject matter of the motions to be considered, not a general discussion about the conduct of the officers. Perhaps this is a subject upon which reasonable minds can differ, but I think that the more prudent course of action is for the call of the meeting to state specifically that it is to consider a motion to remove the president from office.
  4. You make a point of order at the moment the president or someone else attempts to do something incorrect. You don't wait until the deed is done to object. You object before the deed is done, as soon as an improper motion is made. Many points of order must be raised timely, meaning at the time the breach occurs. Failure to timely object can amount to a waiver of the breach. Some breaches, however, are so serious that they are deemed "continuing breaches" and a point of order can be raised at any time while the breach continues. An example of that would be the adoption of a motion that violates a provision in the bylaws. If whatever it is that the motion requires to be done (or not be done) violates the bylaws, a point of order can be raised days, weeks, months or even years later.... as long at the breach (the adopted motion) continues.
  5. Richard Brown

    By Law Addition

    What do you mean by "allowed a bylaw change"? Do you mean he approved an amendment to the bylaws without it being voted on by the membership? Or do you mean that he essentially approved it for submission to the membership? Or do you mean something else? Exactly what is your question? I don't see where the new chair actually submitted it to the rules committee as the bylaws require. It seems he "approved" them on his own. Did he have the board or rules committee review the proposed amendments? Or did he do it himself? I do agree, however, that unless he appointed a new rules committee, the rules committee that was in existence when he became chair continued to exist as then constituted.
  6. I agree. But, it does appear that they can somehow be amended via an email vote, does it not? Now, as to how they would accomplish such an email vote, your guess is as good as mine... or maybe even better... since you belong to an organization that does a lot of it!
  7. What do you mean by the highlighted phrase, "at the last annual meeting"??? Do you mean the "next" annual meeting? A special meeting? A motion of some kind declaring her retroactively elected as of the annual meeting you just had?? That does not justify violating the bylaws or setting aside the results of this election. If you have a full board, you have a full board and that is that. The requirement for giving notice of a proposed bylaw amendment at "the prior meeting" seems perfectly clear. I don't see any wiggle room there. You can have a special meeting, but since notice of the proposed bylaw amendment was not given at the prior meeting, a bylaw amendment adopted at such a special meeting would be null and void. Also, as I read your quoted bylaw provision, it is the membership, not the board, that must adopt bylaw amendments. Any bylaw amendment adopted by the board, and not by the membership as required by the bylaws, would be null and void. From what I understand, you have a full board which will be taking office in a few days. I see nothing from what you have told us that would invalidate the election. However, if the bylaws are amended at some point in the future to provide for an additional board member, the amendment would take effect immediately and an election to fill that position could be conducted at the same meeting, provided proper notice of the proposed election is given. My suggestion as to what to do now is "do nothing". You had elections at the annual meeting and elected a full board. It is up to the membership to decide whether to amend the bylaws to provide for an additional board member. I will also mention that there is nothing wrong with the board treating this particular person as if she is a board member, but without the right to vote. A special rule of order could be adopted or the rules suspended to permit her to attend and to participate in board meetings but without the right to vote. She can be given the right to vote only by an amendment to the bylaws.
  8. The question of whether a candidate may "withdraw" his name from nomination is discussed at length in the following thread. I'm afraid the answer still isn't very clear. I go with the very clear language in two places in RONR that reference a candidate withdrawing as a candidate. If the book doesn't say what the authorship team intends, then perhaps the language should be changed. But for now, the language in the 11th edition seems perfectly clear. https://robertsrules.forumflash.com/topic/31251-bod-elections/
  9. Aw, Joshua.... you were doing so well until that last sentence!!! Based on this sentence on page 435 of RONR, I'm not so sure that a candidate who has been nominated by a nominating committee cannot withdraw. RONR sure seems to say such a candidate can withdraw: "A nominating committee is automatically discharged when its report is formally presented to the assembly, although if one of the nominees withdraws before the election, the committee is revived and should meet immediately to agree upon another nomination if there is time. " (Emphasis added by me) Guest Boardnightmare: What happened when the board member withdrew her name from nomination (or declined to run...whichever)? Was someone else elected in her place? Is there currently a vacancy? Do your bylaws require a specific number of board members? When the new board takes office, will you have that number? If you have a vacancy (or will have one when the new board takes over), then you can simply follow whatever process your bylaws provide for filling vacancies. If that spot (board position) was not filled at the election, you have an incomplete election which should be completed as soon as possible. The lady in question can run for the position.
  10. Guest ww, In addition to the pertinent questions raised by Mr. Katz, I wonder if a quorum was present at the meeting where the bylaws were supposedly amended. What do your bylaws say about the quorum requirement? And exactly what do they say about amending the bylaws? Please quote exactly, don't paraphrase.
  11. Just to make sure there's no confusion, the previous question cannot be moved or adopted on just the main motion if it has pending amendments. The previous question may be called on the pending amendment and may be called on all pending questions, which would include the amendment and the main motion, with the amendment being voted on 1st.
  12. Richard Brown

    Polling the board

    I think RONR considers it not in order primarily because it neither adopts nor rejects anything. As to being dilatory, if a straw poll is dilatory, why on earth would going into a committee of the whole to do the same thing not be dilatory and probably much more time consuming? If the question is simply a question as to whether a majority of the members prefer a picnic or a meal at a restaurant for their Memorial Day celebration, I think the straw poll is much quicker and simpler. Then, after the assembly expresses its preference via the straw poll, they can appoint a committee to commence looking into restaurant alternatives and to make a recommendation at the next meeting. Going into a committee of the whole to do the same thing would likely take an hour of their time!! Heck, I am willing to bet that the majority of small clubs and organizations don't even know what a committee of the whole is or how it functions or what it can and cannot do. But we all know what a straw poll does: it lets people express a non-binding preference. And it takes only a few seconds.
  13. Dan, would you elaborate on the portion of your comment that I have bolded? I think I recall a post you made recently to the effect that all specific items of business listed on an adopted agenda, even if listed in a section titled "New Business", are actually "general orders" as opposed to "new business". I had never looked at it that way, but your statement made sense to me (and still does). I think perhaps some elaboration might be helpful. This seems especially so in light of the statement we frequently make on here that even when specific items of "new business" are listed on an agenda, other new business may still be introduced even though not included on the agenda. This question.... whether items of "new business" not listed on the agenda may be introduced without amending the agenda or suspending the rules.... comes up often enough on this forum that I really believe it warrants further clarification.
  14. Richard Brown

    Polling the board

    I wonder if mr. Novosielski bothered to read Dr. Goodwiller's post before posting the same answer and quoting the same lengthy passage from RONR. Moving on, the original poster asked il there is a way to poll the members for their opinion on something. The answer is, yes there is. Although RONR prohibits taking straw polls, that is a rule of order which may be suspended. If you can get a 2/3 Vote or unanimous consent to do so, you simply suspend the rules and conduct your straw poll. Note: I am neither advocating for or against taking the straw poll. I am simply answering the original poster's question about whether it is possible to take one. Yes, it is, by suspending the rules.
  15. Richard Brown

    Minutes Content

    I'm on my cell phone and don't have RONR or the CD-ROM available at the moment. Can someone do a copy and paste from the CD-ROM of what the minutes should contain for guest Holly? Or a somewhat more comprehensive statement from RONR?