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Richard Brown

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Posts posted by Richard Brown

  1. The rules for amending your bylaws will almost always be found in the bylaws themselves. In the rare case where they are not, then you default to the Rules in RONR (provided that is your parliamentary authority).  Mr. Katz correctly stated the default rule in RONR for amending bylaws when your own bylaws are silent. 

  2. Bylaw provisions which are in the nature of a rule of order may be suspended, but this particular bylaw is not a rule of order, but is rather more in the nature of a qualification for holding office. Someone who has served two consecutive terms in office and has not yet been out of office for a year it’s not eligible or qualified  to be elected again yet. Therefore, this provision is one that cannot be suspended.

  3. On 3/22/2024 at 2:52 PM, Guest Tracey said:

    There is nothing in our bylaws stating that the chair can not vote, it seems to be a matter of custom and perhaps a misunderstanding of Roberts Rules. 

    Either way, we have quorum with the 3 who were present. 

    Like Mr. Martin, I was wondering if your bylaws or rules prohibit your chair from voting. I was also wondering why you don't follow the "small board rules" which permit the chair to participate pretty much just like all other members of small boards. 

    Another question, though:  Do your bylaws actually provide that a quorum is "50 percent" of the elected members of the board?  That is rather unusual, as 50 percent is exactly half.  A requirement of a MAJORITY of the members is much more common.  A majority is defined by RONR as simply "more than half".  Your quorum requirement can be whatever the membership wants it to be, though!

  4. On 3/22/2024 at 2:52 PM, Guest Tracey said:

    I work with another organization who is working to re-write their bylaws. Is there a mechanism where we could submit them here for review and comment?

    Not through this forum, no.  However, you can probably find credentialed parliamentarians in your area through the National Association of Parliamentarians (NAP) at parliamentarians.org or the American Institute of Parliamentarians (AIP) at aipparl.org.  Both organizations have referral services.  In addition, they (and especially the NAP, which is larger), can provide information on state associations and local units in your area.  Through a state association or local unit, you may be able to find an experienced parliamentarian who will be willing to help with your bylaws.

  5. On 3/22/2024 at 3:19 PM, Guest Doreen G. said:

    Our members were sent notification of the Nominating Committee’s proposed slate of officers. Per bylaws, someone notified the Nominating Committee chairperson that they intend to run from the floor for a particular position. Is the chairperson required to inform the other candidate that they are now running against someone else for the same position?

    No rule in RONR requires it.

  6. On 3/22/2024 at 1:01 PM, Tomm said:

    But a member could speak longer, but only with unanimous consent?

    43:8 Maximum Time for Each Speech. In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly. Such permission can be given by unanimous consent (4:58–63), or by means of a motion to Extend Limits of Debate (15), which requires a two-thirds vote without debate.

    You answered your own question (which I have bolded) with the last sentence of your post: Such permission can be given by unanimous consent (4:58-63) or by means of a motion to Extend Limits of Debate (15), which requires a two-thirds vote without debate.

  7. On 3/22/2024 at 12:14 PM, Tina R said:

    Nothing is proper about this Board . . .

     

    Based on what you have told us so far, I have to agree.  I am at a loss as to how exactly to respond to your original and follow up posts.  I commend Mr. Martin for trying to make sense of it and giving you some guidance.  I concur with his comments.

  8. I have a quibble with the proposed ballot example used by Mr. Novosielski. If a member nominated himself from the floor, then he is a candidate, and his name should normally appear on the ballot. He is not a write-in  in candidate. However, I understand it is possible that ballots were prepared in advance. If that is the case, it seems to me that the members should be instructed to write that person‘s name in as an additional candidate. The members would then vote for up to four out of that group of five actual candidates.

    Edited to add: my answer is based on the assumption that the rules of the organization or the parliamentary authority provide for nominations from the floor, as RONR does. RONR requires that the floor be opened to nominations before voting, unless the organization’s own rules provide otherwise. If nominations from the floor are not permitted by the rules, then I agree that the member who nominated himself from the floor would not be considered an actual candidate in the usual sense of the word, but his name can be written in as a write-in candidate. 

  9. I question whether you’re board has the authority to adopt “policies” of this sort. It really depends upon what authority and powers your bylaws grant to the board.

    Can you provide an exact verbatim quote of what the bylaws say about the powers and authority of the board? But will be a big help to us.

  10. I agree with Mr. Honemann.  It seems to me that a point of order could be raised as to the provisions of adopted resolutions that conflict with the bylaws.  That would enable the chair, if he agrees, to rule that the point of order is well taken and that the relevant provisions are null and void (or to rule that the point of order is not well taken if he disagrees).  The ruling of the chair can, of course, be appealed to the assembly.  It would require a majority vote to overturn the decision of the chair.  The decision of the assembly is final.  Any rulings, whether by the chair or the assembly, should be entered in the minutes.

  11. On 3/19/2024 at 9:17 AM, Guest Sue Trock said:

    In our organization, a quorum is 50% plus 1.

    First, I agree completely with the response above by @Greg Goodwiller, PRP.

    However, I have a concern about your actual quorum provision, though.  Do your bylaws actually state that the quorum is "50% plus 1"?  Or do they state that the quorum is a "majority" of the membership?  There is a difference.  Contrary to popular opinion, a majority is not 50 percent plus one.  Per the rules in RONR, a majority is defined simply as "more than half".  That may or not amount to the same number as 50 percent plus one.  For example:  if you have 100 members, then both a majority and 50 percent plus one mean that 51 members must be present to constitute a quorum.  But if you have 101 members, then a majority would still be 51 members needed for a quorum, but a requirement of 50 percent plus one would mean that you need 52 members for a quorum.

  12. On 3/18/2024 at 2:28 PM, Guest Valerie said:

    When voting on By-laws changes at a General Meeting, are questions, comments, and discussion permitted?

    Pursuant to the rules in RONR, yes. Proposed bylaw amendments are debatable (and amendable) just like most other motions.  There are limits, however, as to the extent to which proposed bylaw amendments may be amended.

  13. On 3/18/2024 at 2:24 PM, Ardant said:

    Getting there...the bylaws actually state that the bylaws may be amended by a vote of a majority "...fifty-one percent (51%)..." from the pool of actual (qualified) voter participants (my language).

    My revised take (after Mr. Martin post): Since it is not expressly stipulated in our bylaws granting the board to make permanent changes to our parliamentary rules (RONR) the board can only Limit Debate for the current meeting involved or a portion of that meeting thereof. In order for the Limit Debate motion to be approved 2/3 approval of the voting members present or who participated in the actual vote (exception: abstention or absent) is required. I understand if 2/3 of our 7 board members participated in the special rule of order vote the approval threshold is 5. If less than 7 participated in the vote the 2/3 approval threshold would be relevant to the number of board members participating in the vote. Once the current meeting affected by the approved (if obtained) Limit Debate has ended the Limit Debate approval is no longer in effect. It is specific to that board meeting only. The subsequent board meeting(s) will require its own Limit Debate motion and approval vote and is unique to that specific meeting.

    Yes, I think you've got it! 

    I'm a little concerned about your comment that some of the bylaw language you quoted is actually your language. Still, I am assuming that your bylaws do in fact require a 51 percent affirmative vote of some block of members to amend the bylaws, rather than a majority vote.  It's not the same thing, although in some cases it might work out to the same thing.  In other cases, it will NOT work out to be the same.  I would suggest that the next time the bylaws are amended, an amendment should be considered to change the requirement of a "majority of fifty-one percent" since that is NOT the definition of a majority vote.  I'm also concerned about the language "from the pool of actual (qualified) voter participants".  What exactly does that mean?  Is that the actual bylaw language? If not, please be so kind as to give us an exact verbatim quote of the actual bylaw language regarding the vote required to amend the bylaws.

    I share Mr. Martin's concern about how the president and his supporters can prevent the membership from considering bylaw amendments, but I suppose that is for another discussion.

    One final point:  The easy way to determine whether a two-thirds vote has been achieved is that if there are at least twice as many YES votes as NO votes, you have a two-thirds vote.  No need to do complicated math or deal with franctions.  If there are twice as many yes votes as no votes, it is a two-thirds vote (or more).

  14. I think Mr. Honemann and I were discussing slightly different things.  I was assuming, and I think the OP confirmed, that the chairman wants to adopt a permanent standing rule limiting debate to five minutes per member.  My comments described how to adopt such a permanent rule. To do that requires, as I stated, either previous notice and a two-thirds vote or, in the alternative, the vote of a majority of the entire membership.  2:22 RONR (12th ed.). In this case, it would be the membership of the board, assuming the board is adopting the rule.  Such a rule can be adopted by the board only if the bylaws permit the board to adopt its own rules of procedure.  In the alternative, the membership itself can adopt such a rule.

    it appears that Mr. Honemann was explaining how the board can get around that limitation by adopting a motion to limit debate on a case-by-case (or meeting-by-meeting) basis rather than adopting a permanent special rule of order.  I agree that a motion to limit debate on a specific motion or a series of motions or even for an entire meeting is possible using the method he described, namely, an ordinary two-thirds vote.  That would not adopt a permanent special rule of order, but just a rule (or order) limiting debate on a particular motion, or several motions, or even for an entire session (meeting). It would be equivalent to suspending the rules.  Such a motion or order can indeed be adopted by a two-thirds vote without previous notice, but not by the vote of a majority of the entire membership.

    For the benefit of the original poster, if this is a seven-member board and all board members are present and voting it would require at least five affirmative votes to adopt a rule covering one motion or meeting.  If one member is absent or abstains, the two-thirds vote threshold would be reached with just four affirmative votes.

  15. On 3/17/2024 at 8:16 AM, Dan Honemann said:

    Yes, a two-thirds vote is required.

    What about 2:22 which provides that "Adoption or amendment of special rules of order that are separate from the bylaws requires either (a) previous notice and a two-thirds vote or (b) a vote of a majority of the entire membership."  Why would the vote of a majority of the entire membership of the board not be a permissible alternative (provided the board has the authority to adopt such a special rule of order in the first place)?

  16. This is ultimately a question of bylaws interpretation.  Does the provision that says "The chair shall appoint the parliamentarian" mean that the regular chair (who is likely the president or chairman of the board) gets to appoint the parliamentarian or that whoever happens to be presiding gets to select the parliamentarian?  That is for the membership to interpret.  There is also the question of whether the provision regarding the appointment of "the parliamentarian" refers to the appointment of a parliamentarian just for a particular meeting or for the duration of the chair's term.  That is also a matter of bylaws interpretation.

    Regardless, I agree with Mr. Katz that 23:17 of RONR (12th ed.) states, "Before rendering his decision, the chair can consult with the parliamentarian, if there is one. The chair can also request the advice of experienced members, but no one has the right to express such opinions in the meeting unless requested to do so by the chair."  Therefore, even if there is an official parliamentarian selected by the regular chair, it seems that the person who is presiding at the moment has the right to call upon an experienced member for advice.

  17. I am not sure I understand your question. It seems to me you are asking about adopting a special rule of order that limits debate at all meetings of the board to five minutes (either five minutes per member or five minutes per motion — you don’t say which.

    if that is what the president wants to do, it is the adoption of a special rule of order. If RONR is your parliamentary authority, then, pursuant to section 2:22 of the 12th edition, the adoption of a special rule of order requires either previous notice and a two-thirds vote or, in the alternative, the vote of a majority of the entire membership. 

    if I have misunderstood your question, please try to clarify it a bit.

    Edited to add: by a 2/3 vote, we mean the vote of 2/3 of those members present and voting, excluding abstentions and members who are absent. It is only those who are present and voting that count, unless the rule is adopted by the vote of a majority of the entire membership of the board. In that case, if it is a seven member board, the rule could be adopted by four affirmative votes, which is a majority of the entire membership of the board. 
     

  18. If I understand correctly what happened, I would raise a Point of Order at the next meeting that the action taken at the last meeting regarding the nominating committee is null and void  because the chairman is not to serve on the nominating committee, nor is he to have anything to do with its selection and further that the committee is to be elected by the membership at the April meeting.  If the chair rules that the Point of Order is not well taken, it only requires a majority vote to overturn the ruling of the chair.

    Note: I am assuming that you elect the members of the nominating committee. Your post does not make that clear. If that isn’t correct, please tell us what the correct procedure is

  19. As far as selecting the official parliamentarian for the organization or for a convention, RONR says in 47:48  something to the effect that the chair should be free to select a parliamentarian in whom he has confidence. However, that is what we frequently describe as a “should rule” not a ”must rule” if you review the history of that rule, and particularly what general Robert says about selecting a parliamentarian in his book Parliamentary Law, published in 1923, that provision is intended to be guidance to the organization that it might be wise to include a provision in the organization’s rules regarding the selection of the parliamentarian which grants wide latitude to the presiding officer’s preference. It is NOT a statement that the chair has the absolute right to select the parliamentarian for an organization or convention.

  20. Guest Andy E, this is ultimately a question of bylaws interpretation, which is something that only the membership of your society can do. However, I can provide some insight and guidance for you.

    As I read your question, I think it is actually made up of two or three separate questions. The first question is whether the power to decide on violations of the bylaws is merely advisory or if the committee has the power to actually make binding or final rulings. Although most committees are only advisory, a committee can be created “with power” to execute its recommendations. RONR (12th ed.) §50:5. Otherwise, it has no authority to act independently for the society.  RONR 50:4. Whether these bylaws grant that committee that power is a matter of bylaws interpretation. Based on what we have been told, the bylaws do not expressly provide that the decisions of this committee are final or self executing. My own interpretation is that the committee likely does have the authority to actually decide those issues, but it is the interpretation of your membership that counts. The bylaws do not make it clear that the decisions or opinions of this committee are "self-executing".

    That does not end the discussion however, as a second question remains, that being whether this committee has the “sole and exclusive“ authority to decide cases involving alleged violations of the bylaws or resolutions. This committee was created by and clearly seems subordinate to the membership, which would normally be the delegates assembled at a convention. There is nothing in the bylaws language creating the committee or describing its powers which indicates that the committee has been given the “sole and exclusive“ authority to decide questions of violations of the bylaws and resolutions.  
     

    The ultimate authority to interpret the bylaws in a not for profit membership organization resides with the membership, unless that power is expressly granted to some other body in the bylaws. I do not see where the quoted provisions of the bylaws grant this committee the sole or exclusive authority to decide questions of violations of the bylaws and resolutions.  

    In my opinion, this authority of the judicial committee to decide questions of violations of the bylaws and resolutions is, at best, co-extensive with or shared with the membership, which seems to consist of the delegates assembled at a convention. Since the membership is the superior authority, the membership would have the ultimate authority to interpret the bylaws and to overturn or modify decisions of the judicial committee with which it disagrees. For those same reasons, the judicial committee would not have the authority to overturn or modify any action taken by the membership. RONR (12th Ed.) 49:7. She also official interpretation 2006–12 on the main Robert’s Rules website. 

    The following discussion from 2023 regarding the bylaws language necessary for a grant of exclusive authority seems very enlightening and applicable to this situation.  https://robertsrules.forumflash.com/topic/42815-how-to-place-matters-exclusively-under-the-control-of-board-in-bylaws/

     

     



     

  21. On 3/14/2024 at 5:43 PM, Rob Elsman said:

    I think what was meant is that a count had to be ordered to make sure there was, or there was not, a quorum.

    I agree and would add that I do not believe it is necessary to mention the "quorum vote" or "head count" in the minutes, but doing so would not be improper, either.  It would also be permissible to state something to the effect that "Only five members were present, so the meeting was adjourned at 8:35 pm due to the absence of a quorum". 

  22. This is ultimately a question of bylaws interpretation, something only the members of this organization can do.  However, I agree with @Atul Kapur that the bylaws can be construed as interpreting the articles to the effect that the term limit provision in the articles of incorporation applies only to election to the board by the membership, and not to appointments by the board to fill vacancies.  Such an interpretation does permit effect to be given to both provisions.

  23. On 3/14/2024 at 9:48 AM, Jay M said:

    my questions is to take out  a member from the organization what are the steps involved? Do we need to give a specific notice follow a specific procedure? Is it required to mention  the text of proposed  motion in the meeting notice?

     

    On 3/14/2024 at 10:02 AM, Josh Martin said:

    Your bylaws do not appear to require a specific notice. As for procedure, your bylaws simply say "This will be determined by a vote of two-thirds (2/3) of the total membership of the Board of Trustees." So I am inclined to think it would be handled in the same manner as any other main motion.

    I concur with Mr. Martin's response.  The procedure provided for in the bylaws appears to take this particular disciplinary matter out from under RONR's default disciplinary and trial provisions in Chapter XX.   I agree that the member may be removed (or "disqualified") from membership by means of an ordinary main motion without notice.  Giving notice might be prudent and help to ward off a claim that the member was denied due process, but in my opinion, notice is NOT required.

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