Richard Brown

And this scenario, as well as the comment above that one by Joshua Katz, can all be avoided with the common sense interpretation that postponing a motion to the next meeting amounts to giving notice that the motion will be taken up at the next meeting and that the vote threshold at that meeting will be reduced to a majority vote. Notice has indeed been effectively given.

Hmmm. It IS a good question, but I'm with Mr. Novosielski. I think postponing the motion to the next meeting constitutes notice, just as much as if the member who moved to rescind had instead given verbal notice of her intent to rescind the original motion at the next meeting. In both scenarios, those on attendance have been advised that the motion to rescind will be taken up at the next meeting.

As Mr. Honemann stated in his response immediately above, there is no such requirement in RONR. I suspect the chair was thinking of Open Meetings laws (sunshine laws) as applied to public bodies and which frequently require that all votes of public bodies such as city councils and school boards be taken on the record in open session. Unless this is a public body of some sort or otherwise subject to such a state law provision, or has its own rule on the subject, votes may indeed be taken in executive session.

The language supposedly from RONR quoted in the explanation of the amendment is from the outdated 4th edition of Robert's Rules of Order Revised. It was published over 100 years ago in 1915. The current official version is the 11th edition, titled "Robert's Rules of Order Newly Revised, 11th edition", abbreviated "RONR". It was published in 2010. See pages 424-425 for the provisions for voting by mail with secret ballots. It is absolutely possible to maintain the secrecy of a ballot when voting by mail. Edited to add: Your resident "expert" in Robert's Rules should get himself a copy of the current edition and brush up on the changes. Here is a link to the correct book. You can get it from Amazon for around $11 or so: http://www.robertsrules.com/book.html Edited again to add: Here is the language from pages 424-425 of the 11th edition regarding voting by secret ballot using email. If the vote is to be secret, an inner return envelope—with a space for the voter's signature placed on its face instead of [page 425] on the ballot—should be sent to the voter with the ballot, in addition to the self-addressed outer return envelope described above. The ballot sent to the voter should be prefolded a sufficient number of times so that—when returned marked and refolded in the same manner and sealed in the inner envelope—there will be no chance of accidental observance of the member's vote by the teller who removes the ballot from the inner envelope. The person designated as addressee for the returned ballots should hold them in the outer envelopes for delivery, unopened, at the meeting of the tellers where the votes are to be counted. At that meeting all inner envelopes are first removed from the outer envelopes. In the procedure by which the tellers remove the ballots from the inner envelopes, each envelope and ballot is handled in the following manner: (1) the signature on the envelope is checked against the list of qualified voters; (2) the voter is checked off on the list as having voted; and (3) the envelope is opened and the ballot is removed and placed, still folded, into a receptacle. When all inner envelopes have thus been processed, the ballots are taken from the receptacle and the votes are counted. In order to ensure the accuracy and the secrecy of such a vote by mail, special care should be taken in all phases of handling the ballots. The chairman of tellers or other person responsible must be able to certify the results from both of these standpoints. Should the recipient of the ballots receive two evidently sent in by the same voter, the above procedure permits the voter to be contacted for a determination of which is the voter's true vote and, if both are, which (the most recent) is to be counted. As with respect to nonsecret ballots, e-mail and other means of electronic communication may be able to be tailored to comply with the above requirements for secret mail balloting. There have been many changes in Robert's Rules of Order since the publication of the 4th edition. Please get a copy of the current 11th edition.

The provision supposedly quoted from Robert’s Rules of Order in the explanation of the proposed amendment is not from the current edition or even any recent edition of RONR. I don’t know what book it comes from. As Chris Harrison said, RONR does clearly provide a method for ensuring the secrecy of ballots by mail. The quoted language is most certainly not in the current 11th edition.

No one person has the power to remove a member from office under the rules in RONR. Any such power would have to be conferred by your own bylaws. Do they give him that power?? I would be very surprised if they do!

The board can allow comments by non-board members at any point in the meeting it prefers, but customarily it is done at the end of the meeting. I have also seen it done at the beginning of the meeting. To allow nonmembers to participate in debate is a different matter. That can be done by suspending the rules, but it requires a 2/3 vote.

An opinion from a parliamentarian is just that — an opinion. The assembly itself has the final say, if a timely point of order is actually raised, as to whether the election was valid. The presiding officer, not the parliamentarian, makes the ruling on the point of order, but his ruling can be appealed to the assembly which has the final say. We need more information as to just what happened and what your bylaws say about such things as terms of office in order to give you any worthwhile advice.

I don’t see why not. The provisions in RONR are rules of order which can be superseded by special rules of order unless RONR provides otherwise. A special rule of order that all notices can be sent via email would seem to do just that if the bylaws are silent as to the manner of sending notices. It would then be incumbent upon the members to provide an email address in order to actually receive the notices, but that would also be the case if the provision was contained in the bylaws. It is also the case that in order to receive notices via U.S. mail the members must provide the organization with a valid postal mail address.

Email notifications can also be authorized in the bylaws or by a special rule of order if the bylaws (and state law) are silent or don’t require a specific method of notification.

Dear Mr. Smith: At its meeting on October 15, the board accepted your resignation from the board. (optional): The board thanks you for your service. Guest Taggerfeet, Secretary

Guest sharonfromepb, keep in mind that almost all of the foregoing suggestions require amending the bylaws in order to adopt the new provision... with a quorum present and following the requirements for amending the bylaws. No shortcuts. Electing more conscientious board members and offering free food and door prizes are the only suggestions I recall that don’t require amending the bylaws.

As do I.

Agreeing with the previous responses, you were in essence a guest at a board meeting and had no rights. If you see something happening that you believe is incorrect and that a point of order should be raised, your only recourse is to try to get a member of the board to raise the point of order

Most lawyers know next to nothing about parliamentary procedure or Robert's Rules of Order. No offense to your friends, they just don't teach it in law school. Those of us who do know something about it have studded it on our own separate and apart from law school because we have an interest in it. As to the issues you have raised and questions you have asked, I agree with the previous responses. Check your bylaws. Most of the answers you seek will be found there. Voting by mail is not permitted unless authorized in the bylaws or by state law. If the bylaws require notice of bylaw amendments, then adopting the amendments without the required notice renders the adoption null and void. If the amendments were validly adopted, then the process for amending the bylaws must be followed to undo the Amendments if members are unhappy with them. A simple revote is almost certainly not in order.

Oh, I don't know. . . It seems to me the purpose would have been achieved rather well regardless of whether the rules get suspended. 😉

She Has done this before. And we told her please don't do it again. And she promised not to do it again. But she just did it again anyway.

I agree, but with a caveat: the organization SHOULD elect uts directors at the annual meeting in March or April. The members don't necessarily have to do it then. Here are a couple of scenarios: at an annual meeting being held in March or April, the elections can be postponed until a future meeting, generally an adjourned meeting, but postponement until a special meeting or the next regular is possible, depending on whether the next meeting is within a quarterly time interval. If for some reason the annual meeting isn't held when it should be in March or April, but is held some time thereafter, say in May or June, the elections can be held then. The organization does not cease to exist or have to wait a year until the following March or April to hold the annual meeting and elections. It just holds them as soon as possible.

Short answer, yes, you can. As Dr Stackpole said, the procedure is spelled out in chapter XX of RONR. It is very detailed and somewhat time consuming. You don't just "vote him out " at a meeting. You really need the book to do it correctly. It's too complicated to explain here.

This seems to me to be a matter of bylaws interpretation. It is ultimately up to the members of your organization to interpret its bylaws. We cannot do that. However, as a general rule, failure to hold the annual meeting at the time specified in the bylaws does not render action taken at an annual meeting held after that date invalid. It frequently happens that for one reason or another an organization does not hold its annual meeting on the date specified in the bylaws, but holds it at a later date. We regularly advise people in this forum that if they cannot or did not hold the annual meting on the date specified, that they should simply hold it as soon as possible. That may be what happened in the years in question. The board may have not held an annual meeting when it should have but held it later. That would violate the bylaws, but doesn't necessarily render action taken at the meeting invalid. I am concerned with the bylaw provision that requires the proposed bylaw amendments to be submitted at a regular meeting prior to the annual meeting. That sounds like a "notice" provision. If that is the way the organization interprets it, then voting on the amendments at a meeting (regular meeting or annual meeting) might amount to voting on them without notice, which could amount to a continuing breach and result in the adoption of the amendments being null and void if a point of order is raised. If a point of order is raised that any of the amendments were improperly adopted and are null and void, the chair would rule on the point of order. The chair's ruling can be appealed to the assembly (the board) which has the final say. Stay tuned to see what our other members have to say about this.

Your bylaws supersede anything in RONR, so you can put just about anything in them that you want to. btw, nothing in RONR contains any restrictions on who can be a board member. Do your bylaws currently prohibit it?

Babbs, aka Nosey, aka strange bunch of symbols, didn't you promise us months ago, after you edited a post so as to make it unrecognizable and the responses meaningless, that you would not do it again? So, why did you completely delete this post? This sort of thing does not go over well on this forum.

Nor do I. I just don't see how we can help the original poster any further in this regard.

What do the minutes say? Was an annual meeting held in April or May of those years? What do the minutes say? Also, do the bylaws contain a requirement that notice of proposed amendments be distributed to the membership or to the board?

Who elects the board? Does the board elect itself? Does this organization have a general membership? If so, how often does the membership meet and when is the annual membership meeting? You only referred to board meetings. It is necessary to distinguish between membership meetings and board meetings.