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Richard Brown

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  1. Richard Brown

    Emergency Meeting/vote

    I agree with you completely on this, but several months ago, maybe even a year or more ago, I was chastised by a member of the authorship team for taking essentially the same position about sending out the notice of a meeting. I forget the details, but in that case, or maybe it was a hypothetical, the bylaws said the secretary shall send notices of special meetings. For some reason, the secretary was unable or unwilling to send the notice. My position was to simply have someone else send the notice....that although the secretary SHOULD send the notice, it is ok if someone else sends it if the secretary can't or won't send it... or even if there is no secretary due to a death or resignation. As I recall, I was told by a member of the authorship team that if the bylaws say the secretary shall send notices, then nobody else can do it. I just don't buy into that unless, perhaps, the bylaws specifically say "a notice of a special meeting sent by someone other than the secretary shall be null and void and of no effect".
  2. Richard Brown

    Ejection of member from board meeting

    Yes, if the member is breaching decorum, creating a disturbance, etc, but it requires a vote of the assembly to order him to leave.
  3. I think you need to re-read the hypothetical. There are 30 votes. 20 members vote yes and 10 vote no. The two members with a possible conflict both abstain. 20 is two thirds of 30. And it is also twice as many yes votes as no notes. It is clearly a two thirds vote. Here it is again: In the second example, if one of the conflicted members votes and the other one votes no, the motion fails because a vote of 21 to 11 is not a two thirds vote.
  4. Richard Brown

    Emergency Meeting/vote

    Guest Emg, if your organization is incorporated, you might check (or have an attorney check) your state's non-profit corporation laws for provisions applicable to your situation. They sometimes have provisions regarding calling special meetings, inability to obtain a quorum, vacancies, officers holding over until their successors are elected, etc.
  5. Richard Brown

    Processing Motions by Email?

    First, I agree with the previous responses by my colleagues. Second, I find the motion awkwardly worded and hard to follow.
  6. Richard Brown

    Rejected and tabled motions

    Agreeing with the response by J.J. as to Mrs. Patterson's motion, , note that he said Mrs. Patterson's motion was "laid on the table". There is no such thing in RONR as a motion "to table". If it is intended to set a motion aside temporarily in order to take up something more pressing, the correct motion is to "lay the motion on the table". It can then be taken from the table later in the same meeting. If not taken from the table by the next meeting, it does dies. If the intent is to postpone the motion to a definite time, usually to the next meeting, the correct motion to use is to "postpone the motion [to the next meeting]". If Mrs. Patterson's motion had been postponed, the minutes would say, "Mrs. Patterson made a motion to [text]. The motion was postponed to the next meeting".
  7. Richard Brown

    Emergency Meeting/vote

    Is there anything anywhere in your bylaws anywhere to the effect that officers shall "serve until their successors are elected"?
  8. Richard Brown

    Governance/Executive Committee

    I agree with GWCTD, but it seems clear to me from the original post that these are all proposed bylaws amendments which the original poster is talking about. I do not get the impression that a committee is trying to change its own name and duties on its own without a bylaws change. That would indeed not be proper or permissible. Edited to add: it is possible that this committee is not established in the bylaws but was created by the Association at some point during its existence. If that is the case, then a bylaws amendment might not be necessary to make the proposed changes, but the changes still must be approved by the membership or the body which created the committee, not by the committee itself.
  9. Richard Brown

    Board Elections

    You normally vote again and keep voting until two members receive a majority vote. The candidate or candidates with the fewest number of votes are never removed from the ballot unless they voluntarily withdraw. However, the assembly can also adopt a motion to suspend the rules and drop one or more of the candidates with the smallest number of votes from the ballot after each round of voting. Such members remain eligible for election however, and may still be elected as write in candidates. See page 441, including the footnote on that page.
  10. Richard Brown

    Motion after speaking in debate

    It appears to me that Mr. Lehmann is indeed talking about a convention standing rule. His first post refers to the conventions of his organization. If that is the case, a rule prohibiting the making of a motion by a member at the conclusion of a speech in debate can easily be adopted at the start of the convention as a "convention standing rule", even though it is in the nature of a rule of order. It's adoption would require a two thirds vote, but would not require previous notice, although it is customary to distribute the proposed standing rules of the convention to the delegates prior to the actual start of the convention. As Mr. Martin pointed out, a convention standing rule is valid only for the duration of that conventioin and it would be necessary to adopt the same rule at each convention if it is desired to continue the practice. Mr. Lehmann might read the provisions in RONR on the adoption of convention standing rules on pages 618-624.
  11. Richard Brown

    Governance/Executive Committee

    It is up to the members of your organization to determine what committees they want, what they want to call those committees, what authority those committees to have and how these committees are to be populated. As far as a nominating committee, the most common setup by far is for there to be a nominating committee that is usually elected by the other members. Sometimes it is appointed, but RONR recommends having its members elected and that seems to me to be the most common procedure. The president should not be on the committee and probably shouldn't have any part in appointing its members.. Here is a kcy part of what RONR says about the makeup of the nominating committee on page 433: "NOMINATIONS BY A COMMITTEE. In the election of officers of an ordinary society, nominations often are made by a nominating committee. Usually in such cases a nominating committee is chosen in advance to submit nominations for the various offices for which elections are to be held at the annual meeting. Designation of the Nominating Committee. The nominating committee should be elected by the organization wherever possible, or else by its executive board. Although in organizing a new society it may be feasible for the chair to appoint the nominating committee, in an organized society the president should not appoint this committee or be a member of it—ex officio or otherwise. The bylaws may provide that "the President shall appoint all committees except the Nominating Committee . . ." and that "the President shall be ex officio a member of all committees except the Nominating Committee . . ."; the exception should not be omitted in either case. "
  12. Richard Brown

    Motion to start a discussion

    I basically agree with Mr. Huynh's answer, which was the first answer given. This pretty obviously happened at a board meeting If this is a "small board" of no more than about a dozen members, a discussion without a motion on the floor is perfectly appropriate. Among the provisions of the the small board rules from page 488: "Informal discussion of a subject is permitted while no motion is pending." That language seems plain enough for me. In addition, even if this is a larger board or isn't operating under the "small board rules", the rules can be suspended to permit discussion of something without a motion pending. Such a brief discussion might be appropriate for the purpose of ascertaining if it is something the group wants to pursue and someone can draft an appropriate motion to be introduced at the next meeting. As far as to going into a committee of the whole to discuss the matter, yes, sure, that can be done.... but it has been my experience that most ordinary lay organizations don't have the foggiest idea what the committee of the whole is or what it is for or how it operates. It seems to me we are making this a whole lot more complicated than it needs to be.
  13. We do not give legal advice on this forum, but it is my understanding that California's Brown Act applies primarily to local governmental bodies but not to ordinary private clubs, organizations, associations, non-profit corporations, etc. In some states, there are state procedural laws that apply to certain other groups such as homeowner associations, condo associations, property owners associations, etc. Discussion of any such laws is outside the scope of this forum. Edited to add: Are you sure that your organization is covered by the Brown Act? Edited again to add: Public bodies of all sorts are usually subject to state "open meetings" or "sunshine" laws that impose requirements separate from those in RONR and that supersede any contrary provisions in RONR. Our answers on this forum are based on the rules in RONR.
  14. Who says the chair is responsible for setting the agenda? It might normally be the chair (or the committee secretary, if there is one) who prepares the draft agenda, but anybody can prepare one and it is the assembly, not the chair, that actually adopts the agenda if there is one. Normally, however, you don't need a formally adopted agenda, especially if you follow the standard order of business in RONR. If there is an "agenda" in a committee meeting, it is normally not a formally adopted agenda but merely a document prepared by or for the chair to be used as a guide to getting through the business to come before the committee. The items of business in the standard order of business aren't necessarily applicable in a committee meeting. As far as proposing a motion, at some point during the meeting a member simply makes his motion just as he would in any other meeting. No agenda is needed in order to make a motion. Why the emphasis here on an agenda?
  15. Yes. Any two committee members may call a meeting of the committee if the chair fails or refuses to do so. Here is the relevant language from pages 499-500 of RONR: "COMMITTEE MEETINGS. When a committee has been appointed, its chairman (or first-named member temporarily acting—see p. 176) should call it together.* If its chairman fails to call a meeting, the committee must meet on the call of any two of its members, unless (for very large committees) the assembly's rules prescribe, or empower the assembly or the committee to require, a larger number. It is the responsibility of the person or persons calling a committee meeting to ensure that reasonable notice of its time and place is sent to every committee member. The quorum in a committee is a majority of its membership unless the assembly has [page 500] prescribed a different quorum (40). All of the meetings of a special committee constitute one session (8). " (Emphasis added).
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