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Richard Brown

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  1. Richard Brown

    When should Directors also be Officers?

    I suggest your check Arizona law regarding homeowners associations and also, if you are incorporated, your corporation laws to see if there is a provision regarding the status of directors in state law. Keep in mind that even if there is, there might be language to the effect of "unless provided otherwise in the articles of incorporation or bylaws". Based on the additional information you provided in your last post, I'm still of the opinion that it is ultimately up to your organization to determine whether, pursuant to its own bylaws, directors are officers. Edited to add: I note with interest your last sentence of the last full paragraph which reads as follows: " Officers are explicitly (from the first sentence of the article on Officers and Their Duties) "principal officers of the Association", and not officers of the board." I note that it refers to PRINCIPAL officers, leading to the conclusion that the bylaws contemplate other officers, such as directors. The principal officers of an organization are often referred to as the "executive officers" to differentiate them from directors... who are likely also officers.
  2. Lisa, has your organization adopted any rules or procedures as to how these "email meetings" shall be conducted? A supplement to RONR containing suggested rules for electronic meetings by the RONR authorship team is available on the CD-ROM version of RONR, but neither it nor RONR itself contain any rules or suggested rules for conducting a meeting via email. When the authorship team refers to electronic meetings, it is referring to four specific types of electronic meetings by telephone or videophone conference in which there is simultaneous aural communication and all of the participants can at least hear each other simultaneously. RONR does not even consider it to be a meeting if the participants cannot at least hear each other simultaneously. E-mail voting is one thing. It can actually be rather similar to voting by mail which many statewide and nationwide organizations do for such things as election of officers and bylaw amendments. Conducting a meeting by email is something quite different. There are simply no rules in RONR to help you in that regard because RONR does not consider such "meetings" to be actual meetings. An organization which tries to conduct business (meetings) in that manner must come up with its own rules and procedures. Since the bylaw amendment which authorizes email meetings was adopted over 13 years ago, it is apparently working for your organization. Do you have any written rules or procedures at all for conducting such meetings? If not, have certain customs regarding the conduct of said meetings come to be followed? I'm really curious as to how your organization conducts these meetings and how you handle parliamentary issues such as making motions, amending motions, moving the previous question, postponements, points of order, etc. Other questions are, how long does debate last before a vote is taken? What is the procedure for ending discussion and voting? How is it determined how long voting will last? The list of questions is almost endless! Edited to add: The following provision on page 98 of the 11th edition might help explain why RONR has no rules for conducting a "meeting" by email: "It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting. Therefore, a group that attempts to conduct the deliberative process in writing (such as by postal mail, e-mail, "chat rooms," or fax)—which is not recommended—does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law."
  3. Guest Lisa, do your bylaws actually authorize email meetings or only voting on motions by email? It might help us if you would quote exactly what your bylaws say about email meetings. Please quote exactly, don't paraphrase.
  4. Richard Brown

    Voting out board members

    On page 572 in the discussion about bylaws where it says as follows: "Article IV: Officers. As stated in 47, every society should specify in this article of its bylaws the officers it requires, including honorary ones, and how they shall be elected or appointed. The officers rank in the order listed, so that the president should be named first, the vice-president or first vice-president next (unless there is to be a president-elect; see p. 457), and so on. Directors should be classed as officers. " (Emphasis added) Also see page 576: "Article VI: Executive Board (or Board of Directors). As explained on pages 481–83, all but the smallest societies usually find it advisable to establish a board whose members are the officers of the society, such a body being entrusted with administrative authority and responsibility to a degree that varies with the organization." And finally on page 585 in the sample bylaws: "Section 1. Officers and Duties. The officers of the Society shall be a President, a First Vice-President, a Second Vice-President, a Recording Secretary, a Corresponding Secretary, a Treasurer, and four Directors. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Society." Edited to add: I agree with Guest Zev that ultimately the society has the right to decide whether, under its bylaws, directors are officers.
  5. 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".
  6. Richard Brown

    Entering a motion to remove president

    Well, we might be nitpickers, but it's definitely not just you!
  7. 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.
  8. 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.
  9. 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.
  10. 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!
  11. 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.
  12. 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/
  13. 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.
  14. 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.
  15. I'm wanting confirmation (or a correction!) as to what I believe the rule to be regarding not giving proper notice of a special meeting but all members attend without objection and adopt a motion which was the subject of the special meeting. Facts: Bylaws require at least five days notice of a special meeting of the executive board, The president can call special meetings. Due to an unexpected emergency which requires action in less than five days, only one day's notice of the special meeting is given, but all members of the executive board attend, without objection, and vote to adopt the resolution which is the subject of the special meeting. Is the special meeting and the adoption of the resolution valid, assuming there are no other issues? It is my understanding that if all members are present with no absentees and if all members consent to the meeting and no one objects to the short notice, that the meeting and the adoption of the resolution are valid. I base this primarily on what I recall from other discussions on this board and also on pages 263-264 of RONR, particularly this provision from the bottom of p. 263 and top of 264: "Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting [page 264] business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." 1. Is my understanding correct that if there are no absentees and if no one objects, the meeting and business conducted there are valid (provided there is no other issue)? 2, What about as to business conducted without objection which was not mentioned in the call of the special meeting?
  16. 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.
  17. 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.
  18. 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.
  19. 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.
  20. 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?
  21. Richard Brown

    Good cheatsheets

    Caryn Ann, I don't think much of most of the "cheat sheet" type materials I've seen that are designed to be included or inserted into something like a three-ring binder. The ones I'm familiar with just contain too many errors. Many other downloadable and printable forms I've seen aren't much better. I've got a couple around here somewhere that I've purchased from Amazon but I'm not crazy about them and don't know if they are what you want. I've also get a couple I've seen online saved on my computer somewhere, but it might take a while to find them. As I recall, they are from one to three 8 1/2 x 11 summaries of common motions and what they are used for. It would help to know a bit more about what you are looking for. As I recall, the back cover of the program guide or some other booklet furnished to the delegates at your last national convention had a pretty decent guide to common parliamentary motions. Is something like that what you have in mind? Do you still have yours from the convention? I'm sure I still have mine somewhere. I'll look around my office and in my computer to see what I've got, but I may not be able to do it for another day or two. The roughly 4 x 5 white plastic "motion cards" that you can order from NAP are pretty good as far as listing (ranking) the motions in order and listing the basic rules as to each motion as to whether it is debatable, can interrupt, vote required (or decided by the chair), etc. That is probably what Guest Zev was referring to. You can order those from the NAP bookstore on their website (parliamentarians.org). I'll see what I can find, but might not be able to do it before Friday. I have a hunch the info that is on the back of one of the booklets from your 2016 convention might be what you want. Edited to add: The gold one-page folded "motion sheets" that you can get from NAP are pretty good....and at least technically correct... but I'm not sure that is what you want. They are printed on 8 1/2 x 14 paper folded in half. Our local NAP unit uses them as handouts at workshops, for new members, etc. The official name is "Basic Parliamentary Information" sheet, but I don't know anybody who actually calls them that. We all use some variation of "those gold motion sheets from NAP".
  22. Richard Brown

    Anonymous Voting

    What exactly do your bylaws say about elections and voting? Specifically, what, if anything, do your bylaws say about elections being conducted by ballot? It would help us if you can quote those provisions verbatim. Those provisions must be followed. If the bylaws require that elections be conducted by ballot, then that provision must be followed and cannot be waived or suspended unless the bylaws themselves make provisions for suspending that provision such as in the case where there is only one nominee for a position. Elections can sometimes be postponed in certain circumstances, but we don't have enough information to know if that is appropriate in your case. It would be unusual for a board to have the power to postpone an election and that power would have to be granted the board in the bylaws. A vote by ballot, by definition, means a secret ballot unless the bylaws provide otherwise, such as in some cases where voting is by mail or signed ballots are required. But, a provision for a non-secret ballot must be in the bylaws. Information on elections and voting is scattered throughout RONR, but the main provision on elections are on pages 438-446 in the current 11th edition. The provision on page 263 regarding not being able to suspend a requirement of a ballot vote might also be helpful. See also this provision on page 412: "VOTING BY BALLOT. Voting by ballot (slips of paper on which the voter marks his vote) is used when secrecy of the members' votes is desired. The bylaws of the organization may prescribe that the vote be by ballot in certain cases, as in the election of officers and in admission to membership.* Any vote related to charges or proposed charges before or after a trial of a member or any officer should always be by ballot. In cases in which there is no requirement that a vote be by ballot, a ballot vote can be ordered by a majority vote—which may be desirable whenever it is believed that members may thereby be more likely to vote their true sentiments. When the bylaws require a vote to be taken by ballot, this requirement cannot be suspended, even by a unanimous vote." For provisions on voting by mail see pages 424-425.
  23. Richard Brown

    Chair present a motion

    Agreeing with GWCTD, techinically the chair can do those things if he insists on doing so, provided he is a member, but RONR provides that in order to insure the appearance of impartiality, the chair should not make motions or enter into debate. If he insists in making a motion or participating, he should temporarily relinquish the chair. See pages 43 and 394-395.
  24. Richard Brown

    membership override of board vote

    Guest Davelaporte, see Official Interpretations 2006-12 and 2006-13 here. 2006-13 immediately follows 2006-12.
  25. Yoram, until you amend the bylaws to clear things up, you settle it at the next meeting at which a vote will be taken on admitting new members by someone raising a point of order that approval requires the vote of a majority of the active members. The chair will rule on the point of order. His decision can then be appealed to the assembly. It requires a majority vote to overrule the decision of the chair. The ruling of the chair is sustained on a tie vote. The decision of the assembly is final and sets a precedent as to the interpretation of that rule. However, you should still amend the bylaws to remove the seemingly conflicting provisions.
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