Richard Brown

On 3/30/2024 at 2:45 PM, Roz said:

Is a person required to be a member of an organization to run for a board position for that organization? I believe the Robert's Rules answer is no, but I want to make sure.

As Mr. Katz correctly stated, there is no requirement in RONR that officers or board members be members of the organization. However, it is worth noting that there is a requirement that committee members be members of the organization, unless nonmembers proposed for a committee are approved by the assembly. See sections 13:15 and 50:12 of RONR (12th Ed.). 

Agreeing with Mr. Novosielski, the motion to amend or rescind something previously adopted requires previous notice of the intent to make the motion and a 2/3 vote, or, in the alternative, without previous notice it can be done by the vote of a majority of the entire membership.  

On 3/30/2024 at 11:01 AM, Guest L.D. said:

The parent body elects the committee members and authorizes the committee to elect its own chair. So the committee elected their current chair.

In that case, the committee should be able to select a new chair, but only the parent body (the membership?) can remove or replace him as a committee member.

I agree that the provision makes no sense as currently written.  I tend to agree with Mr. Novisienski that part of the provision may have been inadvertently omitted somewhere along the way.  It is, unfortunately, up to the members of your organization to interpret (and hopefully amend) that provision. 

On 3/30/2024 at 11:30 AM, Guest Stephen said:

Our By-laws allow members to rescind a decision of the board by a 60% vote of the membership. There is no mention of time or of whether the action has taken place. Would our By-laws prevail, and allow the members to vote to rescind a year after the decision was made?

Yes, agreeing with Mr. Martin, I see no reason why this would not be permissible.  There is certainly no time limit for it in RONR, so long as the motion being rescinded is still in effect and has not been fully carried out

On 3/29/2024 at 11:16 AM, Guest gigi said:

Do these officers have the right to do this?

Agreeing with Mr. Novosielski, the answer is a firm “No, they do not have that authority.“. I suppose they can ASK, since it seems they did ask, but they have no authority to order anything or to put anything “on hold”. 

On 3/29/2024 at 11:23 AM, Jan Cunningham said:

2) Our Board of Directors is proposing an Amendment to our Bylaws that would explicitly permit nominations in absentia -- but ONLY for sitting Board Members seeking re-election, and not for Members seeking election for the first time.  My initial reaction is that this is not fair, and would not be legally defensible.  My Q:  Is there anything in RONR that would speak to this?

There is nothing in RONR which would prohibit such a bylaw provision. Even if there was such provision in RONR, your bylaws would still Trump any such provision. You can put pretty much anything you want to in your bylaws, regardless, of how unwise the provision might be. 

I agree with @Gary Novosielski that the proposed bylaw amendment sounds like a rather self-serving provision designed to benefit current board members who are seeking reelection. Like Mr. Novosielski, I would be strongly inclined to vote against such a provision. I think it is not only unneeded, but unwise.
 

On 3/28/2024 at 2:44 PM, Guest Gabriel J. Fontenot said:

Is there any time a member of a body, in this case a Student Senate Senator, be prevented or barred from voting? 

It is perhaps worth pointing out that if the student Senate or student government has a rule prohibiting a member who is being impeached or otherwise being disciplined from Voting, that rule would supersede the rule in RONR.  Absent such a rule, it does appear that the “accused“ member should have the right to vote in the impeachment hearing.

Edited to add: this deprivation of his right to vote may or may not constitute a continuing breach, depending upon the circumstances, the effect of the impeachment, etc., but I suspect it would constitute a continuing breach and would therefore still be subject to a Point of Order at any time during the continuation of the breach.

There is no such rule in any of my many copies, either!

On 3/26/2024 at 8:36 PM, Drake Savory said:

That was the rule in the House of Representative until February 9, 1890 when Speaker Reed took action to change the rules to prevent the "disappearing quorum".  After that, voting "present" did not change the quorum numbers.

To whom and to which comment are you responding? That’s what the “quote” feature is for! 

So, help us out here: what was the voting “present” rule in Congress before February 9, 1890 and what is it now?  What effect did it have on calculating the presence of a quorum then and what effect does it have on that now?

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. 

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.

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!

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.

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.

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.

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.

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. 

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.

I agree with Mr. Novosielski and with JJ. Based on what we have been told so far, I do not see any breach of confidentiality by the member in question sharing the contents of the letter and information about the charge or charges against him. 

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.

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.

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.

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).

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.