Richard Brown

My suggestion would be that at the next meeting, assuming it is regularly scheduled or properly called and noticed, and that a true and undisputed quorum of at least five voting members is present, the board ratify the actions taken at the meeting in question. If this is time sensitive, it can be done at a special meeting called for that purpose.

In my opinion the voting threshold cannot be disregarded. The notice requirement could, perhaps, be disregarded if there are no absentees to protect. Example: Assume the bylaws require a vote of two thirds of the entire membership to amend the bylaws. That provision means what it says. Even if all members are present, it will still require the vote of two thirds of the entire membership in order to adopt the amendment.

That's a very good point... one that I had not thought of. I recently reviewed the legislative history of a bill enacted by the Louisiana Legislature. I watched the relevant portions of six separate floor and committee hearings in order to determine how to interpret a provision capable of two different interpretations. The six occasions when the bill was debated convinced me that my initial interpretation was wrong and that the right interpretation was in fact the one I was hoping for. I just did not initially read the actual bill that way because of poor draftsmanship.

I agree, as well, unless the bylaws (or state law) clearly provide otherwise.

I also believe that if a point of order is raised, the actions taken at that meeting are subject to being declared null and void by the chair or by the board itself. It only takes a majority vote to do that. in fact, doing that and then voting again on the motions adopted at the meeting in question might be the best thing to do. You should at least consider that and discuss the alternatives and ramifications with your attorney. If there is a question about the legitimacy of the actions taken, it may be best to address that issue now, rather than in court years later. Edited to add: assuming this was a properly called or scheduled meeting, the actions taken at that meeting, if invalid, can be ratified at a subsequent meeting. That may be the best course to follow at least as far as the actions taken at the meeting in question.

I have that same concern.

Obrienlaw, can you quote for us, verbatim, the exact language of the Constitution regarding the board being comprised of eight membyand also the language about the president being ex officio a non voting member of the board? Please quote exactly, don't paraphrase . BTW, in previous posts I forgot that these provisions are apparently in your state Constitution when I made reference to your bylaws. This may be more a legal question than a parliamentary one.

Well, if he cannot vote, it seems to me the amount of business which he can conduct is rather limited. I presume he could make motions and speak in debate, but if he cannot vote, his influence will be limited.

It depends on what the bylaws say. If they make him a member without the right to vote, then he is a member without the right to vote. However, since your bylaws also say the board shall consist of 8 members, I question whether he is a member at all. You appear to have conflicting provisions in your bylaws and it is up to your organization itself interpret its own bylaws and to to resolve that conflict.

see the last paragraph of my post above, which I edited to add just before you made your comment above

I agree with the conclusion of Mr. Katz that the ex-officio member it's not a member of the board and that he should not count for quorum purposes and that a quorum was not present. However, I disagree with his rationale. Apparently the Constitution says that the board consists of eight members. In my opinion, that is controlling. The fact that the ex-officio remember, whatever his status, does not have the right to vote is not determinative in my opinion. He could indeed be a member without the right to vote, notwithstanding the provision in RONR to the contrary. if the Constitution or bylaws say he is a member, then that provision trumps RONR and he is a member. However, that is a moot point because the Constitution apparently does not say that he is a member and instead says that the board consists of eight members. He is apparently the 9th person. I don't know what his status is, but in my opinion, based on what we have been told, he is not a member of the board. Edited to add:. I'm going to backtrack a bit on my statements above. I think that ultimately this is a matter of interpreting the organization's Constitution and bylaws to determine whether the ninth person, who I assume is the president, is a member of the board. There appears to be a conflict in the Constitution since in one place it says the board shall consist of eight members but then in another place it apparently says the president shall be ex-officio a member of the board. This would make it a board of nine members. Since the board hires the president and he is an employee of the society, if he is an ex officio member of the board, he is a full-fledged member and should be counted for quorum purposes. RONR, page 483.

I don't necessarily agree, and if it is improper, then a motion to rescind, as was suggested by someone else, would also be out of order. In the opinion of most of us here, the original motion to impose the assessment was out of order and is null and void. As to amending the previously adopted motion, the amendment, if anything brings the motion into compliance with the bylaws from this point forward by providing that the special assessment shall cease. Ultimately, the presiding officer or the membership will decide the issue. It is for them to decide, not us. We can only give our opinions. Aside from that, the assembly can also take the point of order route that I suggested, by someone raising a point of order that the collection of the assessment should cease because the goal of $1.500 has been collected. Although we parliamentarians may believe that the assessment and collection of it was out of order and "illegal" (from a parliamentary standpoint) ab initio, that decision actually rests with the presiding officer or the assembly. Whatever they decide is the final answer, regardless of whether we believe it is the right answer. I'll say again that although we regulars on this forum may believe that the imposition and collection of the assessment was illegal, that is a determination that can be made only by this organization itself (short of going to court). I have a hunch that the membership is going to want to leave well enough alone, not raise a ruckus, and just move on from here.... a bit wiser, hopefully. Question: How would you suggest this organization handle this situation, assuming for the sake of this discussion that the imposition of the special assessment was something uncontroversial that the membership believed at the time was necessary and the best course of action and that they want to leave well enough alone and want only to stop its collection in the future? Edited to add: The collection of the assessment can also be stopped by means of a point of order that the imposition of the assessment was "illegal" and must stop immediately because there is no authorization for such an assessment in the bylaws. Of course, that does not address the question of what to do with the money already collected.

Personally, I don't see any need for all that. I suspect... rather strongly... that the assessment is something the membership felt it had to do and wanted to do and there will not be the support to try to undo it or make a big deal out of it. I think all of the groups I have ever been a member of would take the collective position, "Hey, we did what we thought we needed to do and we are happy with it and we want to leave it alone". Apparently, no one was even questioning it until we brought it up. I think the group just wants to move on, but they want to know the best way to stop collecting the money now that the amount they needed has been raised.

I agree in part and disagree in part with Mr. Katz. I agree with him that personally I think the $1,500 figure is controlling or was certainly the intent of the motion. I also agree with him that if your bylaws do not authorize the imposition of assessments, then they are not permitted and the assessment actually violated your bylaws. I think I disagree with him on the minor point that I believe it is more appropriate to amend the previously adopted motion to provide that it shall end once $1,500 is collected rather than to rescind the motion. If you rescind the motion, you are left in the awkward situation of having collected $1,500 based on a motion that you have rescinded. You cannot rescind that portion of a motion which has already been carried out. You also have the option, as I stated in a previous post, to raise a point of order that the collection of the assessment should cease because the purpose of the motion was satisfied once $1,500 was raised. Be aware that some member may raise a point of order that the imposition of the assessment was illegal in the first place and that the $1,500 collected should be returned to the members. Good luck if that happens! The chair can rule on the point of order and his ruling can be appealed to the assembly. The decision of the assembly is final.

You do have one other option. At a meeting, someone can make a point of order that the collection of the assessment should cease because the objective has been reached. The chair rules on the point of order. His ruling can be appealed to the assembly. It takes a majority vote to overturn the ruling of the chair. The decision of the assembly is final. But, if the decision (whether by the chair or the assembly) is that the collection should stop, that is the end of it. However, if the decision is that the collection must continue, then the motion to amend or rescind something previously adopted is your only recourse.

The question of who is correct probably depends mostly on the exact wording of the motion which was adopted. But, regardless, the best way to get rid of it is probably to use the motion to amend or rescind something previously adopted. You could amend it so state that it shall end on a certain date or on a date certain. Such a motion requires a two thirds vote or the vote of a majority of the entire membership if previous notice of the motion is not given. If previous notice is given, it can be adopted with an ordinary majority vote.

I agree. And.... congratulations on getting the system to accept your profile picture!!!! Now, if only a few others would do the same. . . .

Yes, quite correct. I had intended to say that but left it out.

Well, knowing the basis of the chair's ruling, if it can be determined, lets those dissatisfied with the ruling know how to argue against it on appeal. Edited to add: And if the chair's stated reason for his ruling is nonsensical, it lets those appealing know exactly how to argue that it was improper.

Agreeing with the previous responses, it seems that requesting that the chair provide the reason for its ruling is really in the nature of a point of order, regardless of whether it is phrased that way. It would certainly be appropriate to say, "Point of Order, Mr. Chairman. The rules require that you state the basis of your ruling". It also seems that a Parliamentary inquiry asking for the basis of the ruling would be in order. Although the response is itself to a parliamentary inquiry is not appealable, it may provide the information (or lack thereof) necessary to make a determination whether to appeal the chair's initial ruling.

Agreeing with Dr. Stackpole, since this is a public body and there is an applicable statute, I believe this is more of a legal question than a parliamentary one and you should check with an attorney. There might well be court opinions (or attorney general opinions) interpreting that provision.

That is my position as well. In addition, I suspect this may ultimately be a matter of bylaws interpretation. Not only do we try to refrain from interpreting bylaws, it is impossible to do it without knowing exactly what the bylaws say. I suppose it's possible we can be of service on the matter of amending the bylaws since RONR has clear provisions, but we cannot even do that without knowing the exact wording of the bylaws provisions on amending the bylaws.

I don't know what picture you are trying to post, John, but the one you used to havewith the handlebar mustache makes you look quite distinguished!!!

And I see the problem has been solved! Joshua posted a profile picture!!! Good picture, Joshua!!

If one or both of you will just post a profile pic, that problem will be solved! btw, it seems to me that you two used to have different colors of green. Am I imagining that?