Richard Brown

@Dan Honemann I'm curious as to whether you believe rules regarding the procedures for voting by mail outside of a meeting would be standing rules or special rules of order?  This is assuming that voting by mail is authorized in the bylaws but without any details as to the procedure.

I agree with Mr. katz.  The vote threshold as described in the statute for action without a meeting is two-thirds of the entire membership of the board.  See section 44 and especially 44:7 - 44:10 of RONR (12th ed.) for more information on vote thresholds.

@Nic RosenauI think you’re “takeaways“ are pretty much spot on. Very good! As to some of your questions:
 

On 7/18/2024 at 8:47 AM, Nic Rosenau said:

4. I am now thinking hard about the distinction between Special Rules of Order and Standing Rules, and scouring RONR and this forum for insight. I find that unraveling these distinctions is making my brain hurt, and would welcome any advice on how to frame this to simplify making the distinction between parliamentary tasks and administrative tasks

I’m not sure how much help I can provide on this point other than to say that parliamentary tasks and rules have to do with how meetings are conducted and with the duties of officers in that regard. Standing rules have to do with things that are not parliamentary, such as the amount and payment of dues, who is authorized to sign checks, the duties and responsibilities of officers with regard to administrative details, dates and times of meetings, and all the rules that are non-parliamentary, such as permitted and prohibited uses of the clubhouse. 
 

On 7/18/2024 at 8:47 AM, Nic Rosenau said:

I have proposed modifying the Bylaws to specify only how frequently the Board holds its regular meetings and proposed adopting some version of “on the second Thursday of the month at 7:00 PM” as a Standing Rule. Is that parliamentary or administrative? Should it be a Special Rule of Order instead of a Standing Rule? I am leaning toward administrative, so a Standing Rule. Am I correct? 

Yes, you are correct. The dates,  times and locations of meetings are definitely standing rules. I think RONR actually says so. 

On 7/18/2024 at 8:47 AM, Nic Rosenau said:

And, if we were to, for example, decide to remove the method of election from the Bylaws and adopt it as a rule instead, would that be adopted as a Special Rule of Order or as a Standing Rule? I am leaning toward parliamentary, so a Special Rule of Order. Am I correct? 

Yes, rules regarding how to conduct elections, especially if they are conducted during meetings, are rules of order.  If elections are instead conducted by mail, I suppose those rules could perhaps be considered standing rules since they are not occurring during meetings. That’s an interesting question and I am. Interested in knowing if any of my colleagues have a different take on this. 

On 7/17/2024 at 10:31 PM, Guest Gerry said:

Can our  Board request this separate annual $150 beyond annual dues via a rule

No, not unless special assessments are authorized in your bylaws. I think perhaps we just miscommunicated on that point. An authorization in the bylaws to charge dues is not authorization to charge special assessments. If you want to be able to impose special assessments, that must also be authorized in the bylaws, either by specifying the amount in the bylaws or simply having the bylaws state that the assembly or the board may authorize special assessments. You might want to add that a 2/3 Vote would be required to impose a special assessment, but that’s up to your organization. The point is that the bylaws must, in some form, authorize both charging dues and making special assessments if you intend to do both. 

On 7/17/2024 at 9:52 PM, clmsntgrs said:

Our organization recently adopted a bylaw authorizing the board to remove a member for cause if passed by 2/3 vote.  The question has been raised if we can use this new provision for transgressions of a member that occurred prior to the adoption of the bylaw.  

Prior to the passage of this bylaw there was no provision at all in the bylaws to remove a member and the actions of this member have exposed this loophole.  Some will say the board passed this bylaw solely to the remove the member.   I understand the optics but it is not the sole reason.  

Regardless, would we be able to use this new bylaw to address actions prior to its passage?

Yes, in my opinion, the prior indiscretion of the member could be the basis of disciplinary action or a motion to expel him from membership. It would be no different than adopting a bylaw amendment that requires the president to be the resident of a certain city or a certain age, such as 30 years old. If that amendment is adopted, and if your sitting president does not live within the city limits of the specified city or if he is not yet 30 years of age, he would automatically and instantaneously cease to be qualified to be president even though he was fully qualified when he was elected, and when he assumed office.

In your example, the member in question might be a good member now, but the fact that he was a bad member six months or a year ago would suddenly become grounds for terminating his membership. 

I will add, however, that if your organization has adopted RONR as its parliamentary authority, sections 61:1–61:3 of RONR (12th ed.) provide that misconduct injurious to the organization or its purposes or which injures the good name of the organization may be grounds for discipline and even for revoking someone’s membership “ Whether the bylaws make mention of it or not.“ 
 

I agree with Mr. Katz. An abstention is not a vote and never counts us either a yes vote or a no vote. However, in certain situations, such as when the vote threshold is based on the number of members present or the total membership, an abstention has the same EFFECT as a no vote, but it still is not a vote and is not counted either way. 

On 7/17/2024 at 3:06 PM, Josh Martin said:

Well, to be clear, there should be no motions at all to approve the minutes.

Rather, what should happen is the following:

1.) Start with the oldest set of minutes.

2.) If the minutes have not been distributed in advance, the minutes must be read. If they have been distributed in advance, this step may be skipped if no member objects.

3.) The chair asks if there are any corrections to the minutes.

4.) Generally, corrections are handled by unanimous consent. If there is disagreement (for some reason), a majority vote settles the issue.

5.) After there are no further corrections, the chair declares the minutes approved.

6.) Move on to the next oldest set of minutes, and rinse and repeat the above steps until all sets of minutes are approved.

There should not be a blanket motion to approve all five sets of minutes. Members have a right to propose corrections.

Well, actually, to be clear, those are the rules and procedure for approval of the minutes under Roberts Rules of Order Newly Revised, 12th edition. We do not know what the rules or the procedure are in Bourinot’s Rules.  They might be quite different.

I agree with Mr. Merritt. There is nothing about what you described that violates anything in RONR. As long as it is not being referred to as an official meeting, board members are free to get together and discuss the organization’s issues informally any time and in any minor they desire. They can meet at Jill’s cafe, Joe’s Bar, Todd’s house, by phone, by email, by text message, by Zoom or in any other manner they desire and with as few or as many of them as they desire. 

Agreeing with my colleagues, there is nothing wrong with voting on two agenda items or motions with one vote. It is very similar to a consent agenda. However, if there is an objection, the two motions may have to be taken up separately as my colleagues have already explained.

On 7/17/2024 at 11:29 AM, Guest Sue Cooper said:

How to vote out setting president

In addition to the correct information provided above by Mr. Nofosielski, there are provisions in RONR for temporarily removing the president from presiding at one or more meetings. That procedure, however, only removes him from presiding but does not take away any of his administrative powers as president.  For information on removing the president from presiding at a particular meeting, see RONR 62: 10 - 62:15.  You can probably ignore 62:11 because that provision applies only to a president pro-tem who is not the regular presiding officer. 62:12 is most likely the provision you would use.

In order to remove the president from office, if your bylaws are silent, you would need to follow the provisions in 62:16 and possibly all of section 63, depending on the terms of office described in your bylaws. If your bylaws contain a provision for removing the president (or any officers), those procedures would trump the provisions in RONR.  The provisions in RONR are "default" provisions that you can use if your own bylaws are silent.

On 7/16/2024 at 12:28 PM, Gary Novosielski said:

Sounds like someone should be objecting.  

And more particularly, raising a point of order that the minutes need to be approved. Even if the chair is going to find the Point of Order not well taken, people still need to raise it.

On 7/16/2024 at 8:32 AM, Gary Novosielski said:

It is in order for a society to adopt a Special Rule of Order that the amount of the dues shall be as set, from time to time, by the Board or other entity, but it should be noted that this removes a power that ordinarily belongs to the Membership.  

I don’t think that a special rule of order can be used for granting the society the authority to establish the amount of dues. That authorization would have to be contained in the bylaws. As I understand RONR, when the bylaws grant the Society the right to change the amount of dues from time to time, the provision regarding the dues should be contained in a standing rule, not in a special rule of order  

Do you have a citation to the effect that a special special rule of order can be used to grant the society the right to change the amount of dues from time to time?

On 7/15/2024 at 10:42 PM, R.W. said:

p.s. if there is anything different with Bourinot's Rules vs Robert's Rules, the former would apply. 

Where does that statement come from? Are  Bourinot’s Rules your organization’s official parliamentary authority? You never mentioned that. I had never even heard of Bourinot’s Rules of order, which appears to be based on the rules in the Canadian House of Commons,  but that’s beside the point. If your organization has officially adopted that rulebook as your parliamentary authority, then it is those rules you should be following, not Roberts Rules of Order.

I suggest that maybe you should be searching for a forum on Bourinot’s Rules — if one exists.  If  that is your parliamentary authority, I’m not sure how much we can help you in this forum. As Mr. Martin explained, this forum is about Roberts Rules of Order, particularly Robert’s Rules of Order Newly Revised, 12th edition.

BTW, I agree with my colleagues that it appears you are putting way too much information in your minutes, at least if RONR is your parliamentary authority.  I have no idea how much information Bourinot’s Rules call for.  RONR does provide that each society can decide for itself want to include in its minutes, but that should be done by the adoption of a special rule of order specifying what to include in the minutes. 

Well, we have a couple of issues here that we need to resolve.

First, do your bylaws (or state law) permit your organization to meet electronically?  Electronic meetings are not permitted by RONR unless your bylaws or state law permit them.

Second, what was the nature of this second meeting?  Was it a regular meeting, a special meeting, or an adjourned meeting?  Although people often refer to an adjourned meeting as being a continuation of the first meeting, it is technically a separate meeting but a continuation of the same session.  In organizations which have monthly meetings, each meeting is normally a separate session.  It makes a difference in the way you write the minutes and sometimes as to what you can and cannot do at the adjourned meeting.  It sounds like you actually had an adjourned meeting, but the adjourned meeting was held electronically.... which may or may not have been legitimate.  That's why I asked if your bylaws or state law permit them.

Assuming that the meeting was properly held, if it was an adjourned meeting, RONR is not as clear as I would like it to be, but it seems to say that the minutes from each meeting are kept, or at least approved, separately, as if they are separate meetings (which they technically are).  If the meeting was a special meeting or a regular meeting (such as the regular monthly meeting held on the next regular meeting day), then the minutes should definitely be separate minutes for that day's meeting just as for your other meetings. 

The provisions dealing with minutes of adjourned meetings are at 9:10 and 48:9 of RONR (12th ed.).   If someone has a better citation for how to write, label and keep minutes of an adjourned meeting, I would welcome it!

According to the rules in RONR, and particularly 35:5(c), a resignation which has been accepted "has been acted upon" and cannot be withdrawn or rescinded.  So, assuming your board has the authority to accept resignations and fill vacancies, and it appears it does, the resignation is final and cannot be withdrawn or rescinded. The board should not have permitted the resignation to be withdrawn or rescinded.

At the next meeting, or at the annual meeting, you or any member may raise a point of order that the resignation of the president became effective and final when the board voted to accept the resignation and that the board has no power to permit the resignation to be withdrawn or rescinded once it has been accepted.  If the chair rules that the point of order is not well taken, any two members may appeal to the assembly from the ruling of the chair.  The appeal requires a second and a majority vote to overturn the ruling of the chair.

It would not be in order for the membership at the annual meeting to accept the resignation for two reasons:  First, it was accepted by the board so it is already a done deal.  Second, even if you take the position that the chair could set aside the resignation, the president apparently did in fact withdraw (or attempt to withdraw) his resignation so there is no longer a pending resignation to accept. 

On 7/14/2024 at 8:03 PM, Guest Carolyn said:

Our bylaws give our board the power to choose replacement members, but the replacements are to serve only until the next election.  Can the person who resigned then "unresigned" be considered a new appointee whose position must be voted on at the Annual Meeting?

Nothing in RONR prohibits an officer who has resigned from a position from being re-appointed to it to fill the resulting vacancy. So,  if the board considers that he resigned but they then appointed him to fill the vacancy his resignation created, that would be legitimate as far as the rules in RoNR are concerned.  it is my opinion that it would be no different from appointing someone brand new to the position and if the bylaws require that such appointees serve only until the next election, then this person would be subject to the same rule and would have to be elected to the position at the annual meeting in order to continue to serve in that position.

One final point:  Back to your question of whether the board improperly permitted the president to "rescind" his resignation after they had accepted it.  The membership may have the authority to rescind the action of the board that purported to rescind the resignation. This would require a two thirds vote if done without notice or a majority vote if previous notice of the motion is given. It can also be rescinded by the vote of a majority of the entire membership. See RONR 35:7 (12th ed.).

Edited to add:  You might want to look at FAQ # 18 on the main website regarding withdrawing a resignation.  Note, however, that what is said there has to do with withdrawing a resignation before it has been accepted.  You will have to scroll down to question No 18 and then click on the "down arrow" to see the response to the question. https://robertsrules.com/frequently-asked-questions/#faqs

Agreeing with Mr. Katz, I’m equally confused about your language regarding“how many directors can a Committee have on the board“. I did not understand what you mean by that.  What kind of committee are you referring to? I suspect you might not be talking about a committee in the normal sense of the word, but perhaps you are using the word Committee in the sense of the governing body of a political organization such as a state central committee.

If I am correctly, understanding your question, there is nothing in RONR that would prevent one of the sitting directors in a term which I assume is expiring at the annual meeting from being appointed to fill the unexpired term of a director who resigned and whose term does not expire for another year or so. This is assuming, of course, that all of your other bylaw provisions regarding term limits,  filling  vacancies, notice, etc., are being followed.

You fill any vacancies according to the provisions in your bylaws for filling vacancies. If the board has that authority, then it would be by a board vote. The procedure should be the same whether you are filling the vacancy with someone who is not currently on the board or with someone who is currently on the board.  If you are filling it with a current board member, then that member should resign from his or her current position so asnot to be holding to board seats at once.

Nothing in RONR prohibits several property owners from getting together informally with several board members to discuss grievances or anything else. It doesn’t matter whether those discussions are taking place in Joe’s Café, or in your association’s recreation room.  Just keep in mind that it is not a formal meeting in the parliamentary sense and that no binding decisions affecting the organization can be made. 

On 7/13/2024 at 10:13 AM, Drake Savory said:

Except interpreting the bylaws as what they want it to say instead of what it actually says, even mistakenly, is not appropriate.  If the bylaws don't say what the organization wants it to, then they need to amend not creatively interpret.

These bylaw provisions regarding a vacancy in the office of the chair are poorly written and there is plenty of room for interpretation. Our own members who are trying to help Write Stuff disagree on exactly what the provisions mean and how to interpret them. 

On 7/13/2024 at 10:15 AM, Drake Savory said:

Are resignations handled elsewhere in your bylaws or special rules of order?  Maybe they are right if a resignation becomes effective upon receipt by the secretary or if made in a meeting as witnesses. 

Yes, that is a possibility, but  we have mentioned that several times in our comments and Write Stuff has never indicated that their bylaws contain a provision stating that a resignation is effective upon receipt.

It’s also possible that there is controlling state law which provides that a resignation is effective upon receipt.

I suspect it’s just more of a custom that this organization has never required that resignations be formally accepted in the past.

On 7/12/2024 at 7:09 PM, Wright Stuff said:

The Executive Committee met. The Vice Chair announced to the committee that the Chair submitted his resignation. There was no vote to accept the resignation. The Vice Chair announced that he was the new Chair. The Executive Committee was okay with it. LOL. So much for rules. 

Sigh . . . . 
 

Question:  did you – or anyone – tell the chair that the assembly needs to accept the resignation? Did anyone make a motion to accept it?

On 7/12/2024 at 4:11 PM, Gary Novosielski said:

 

I don't know where all this "temporary" or "acting" stuff comes from.  They bylaws clearly state that the Vice Chair succeeds to the office of Chair.  There's nothing "acting" about it, although the length of time is not clearly stated.  Since this immediately creates a vacancy in the office of Vice Chair, which is presumably filled as soon as practicable, if the new Chair stands for election and loses, there is no seat for them to go "back" to. 

 

I’ve got to say that I tend to agree with Mr. Novosielski. If we take the bylaws to mean what they say, the vice chair becomes the chair and from that moment on he is no longer vice chair and cannot just resume being vice chair as if he had never become chair. He is never both chair and vice chair at the same time.. As Mr. Novosielski stated, he could be reappointed or reelected as vice chair,  but he cannot just pick back up where he left off as vice chair. He ceased being vice chair when he became Chair. 

I acknowledge that might not have been the intent of the people who drafted the bylaws and for that reason, I still maintain that this is actually a matter of bylaws interpretation, which is something only this organization’s members can do.  
 

I agree with Dr. Kapur. I believe the expulsion hearing will have to be held by the general membership, not by the board. Also, since your bylaws provide for disciplinary procedures and for the expulsion of members, the detailed disciplinary proceedings in RONR would not apply. The provisions in RONR are default provisions which apply only in the event you do not have your own rules on discipline. 

I do, however, urge you to bend over backwards to give the accused due process and an opportunity for a fair hearing. Failure to do that is more likely to lead to a lawsuit for wrongful expulsion. Cutting corners and rushing to judgment. is risky when it comes to expulsion from membership.
 

On 7/11/2024 at 10:35 PM, Wright Stuff said:

Out of further curiosity, once the Chair resigns and the Vice Chair becomes the temporary Chair, assume that the new Chair is not elected but another person is. Is the Vice Chair (returned to his position as the Vice Chair after his ascension to Chair) now also the Immediate Past Chair?

I think this is ultimately a question of bylaws interpretation. They certainly are not clear. 
 

On 7/11/2024 at 11:54 PM, Joshua Katz said:

To be honest with you, I have no idea.

i’m on verge of agreeing with Mr. Katz. The only reason I’m hesitant is that it’s difficult for me to believe that the true intent of the people who drafted these bylaws is that the vice chair actually become the chair for only a month or two, and then when the election for new chair is held, if he doesn’t win the chair election, he is suddenly out of office altogether rather than returning to his position as vice chair. Yet, that is what the bylaws seem to say if taken literally.

All of this is a matter of interpretation of the bylaws. As Dr. Kapur stated, it is possible that a professional parliamentarian who can examine all of the governing documents of this organization might be able to help resolve the issues.
 

I agree with Dr. Kapur’s interpretation. It appears to me that when the vice chair becomes chair, it is not to serve out the remainder of the chair’s original term, but rather to serve until an election can be held.

I believe Mr. Katz and Mr. Lages came to the same conclusion.