Richard Brown

What do you mean when you say it is not a required position? Is it a position which is called for in your bylaws?

It's not unusual for organizations, especially large organizations at their conventions or annual meetings, to have a "question and answer" session regarding proposed bylaw amendments. In my experience, that is always optional and is IN ADDITION TO the formal debate and amendment process for formally considering the bylaw amendments at the appropriate time in the meeting. I have never seen it be a substitute for the actual consideration and debate of the bylaw amendments at the meeting. It's just an effort to provide additional information and, hopefully, have members of the bylaws committee answer member's questions. It might sometimes serve as the foundation for proposed amendments to be made from the floor.

You can leave the standing committees in but change how people are appointed to the committees. Your problem is this "self appointing" aspect. Somebody.... some person or some group, such as the board... should appoint them. The members of the committees can even be elected or approved by the membership. Then, per RONR, whoever has the power to appoint people to committees also has the power to remove them. You don't need to abolish standing committees, just give it some structure. If you want to leave this "self appointing" aspect in place, then add a provision for how to remove committee members. Personally, though, I think you should get rid of "self appointing" and provide that committee members are actually appointed (or selected or elected) by someone or some group: The president, the board or the membership. Appointment by the president, sometimes with approval of the board or membership, is probably the most common way of populating standing committees. There is nothing wrong with the president asking for volunteers and then appointing all who volunteer, but at least they are actually appointed by someone who has the authority to also remove them.

guest Boar Member, is there anything anywhere in your bylaws that authorizes notification of action via email or other electronic means? If so, please quote that language verbatim. If your organization is incorporated or is a homeowner type organization, you might have someone check state law to see if voting or communications via email is specifically authorized by statute. Without some type of specific authorization, I think it will be up to your organization itself (the membership) to interpret the bylaws as to whether consent via email satisfies the "written consent" requirement of the bylaws.

The quoted bylaw provision seems to me to require written notice. I don't see any way around that unless, perhaps, the written notice can be sent by someone else such as the secretary or the members who are proposing the amendment.

In other words, Guest Leanne, the answer is "Yes". It will remain "Yes" as long as you keep asking the question. If they are members of the organization, they can vote at membership meetings.

But previous notice is a requirement for an amendment to the Constitution. Such a notice provision cannot be waived or suspended. The proposed bylaw Amendment cannot be considered by the assembly without the required previous notice

Joshua, that is what I would be inclined to suggest, too... or to try to have the secretary do it. However, I got my hand slapped many months ago when I made a similar suggestion. It was in a thread about a secretary refusing to mail a notice properly requested by a member. I suggested that the member mail the notice himself. Shmuel Gerber, and perhaps also Dan Honemann, opined that if the bylaws require the secretary to send the notice then ONLY the secretary can send the notice. They.... or Shmuel, at least, as I remember.... could not conceive of a secretary refusing to send a required notice. Apparently we have different experiences with secretaries, so I think we just agreed to disagree. The point of this post being that perhaps a search of the forum for what to do when a secretary refuses to send a required notice such as a notice of a special meeting or of a proposed bylaw change might yield helpful results. I'm not able to do such a search right now. Another point of this post is to suggest to the authorship team that perhaps a clarification of who can send a required notice if the secretary (or in this case the board) refuses to do so. It DOES happen.

I agree completely with Mr. Martin's comments. My concern, though, is that if the board does not like these proposed amendments, it can perhaps thwart the process by simply refusing to give the membership the required notice. I don't have a solution for what to do if the board refuses to give the required notice. Perhaps your group of five can send your proposals to the secretary and ask that the secretary send the required notice, but I doubt that the secretary would be required to do so. I'm interested in what our other contributors suggest as a course of conduct if the board refuses to provide the required notice or submits proposals different from the ones your group presented. I'm looking for options other than disciplinary action and voting people out of office, which are always options.

Some of us might have known it and some of us might not have known it, but it is a cinch that someone coming on here to do research who finds this thread will NOT know it and will assume that this is proper conduct for a presiding officer of a group operating under the regular rules of RONR.

We know NOW, from an update posted by the original poster, that this was a board meeting of a board using the small board rules, but that fact was not known to us and had not been stated by the original poster until AFTER I made my post.

Just to be clear on one point: The new members are entitled to offer corrections and to vote on corrections to the minutes regardless of whether they were at the prior meeting and regardless of whether they were members of the body at the time of that prior meeting.

Well, I'm going to disagree somewhat with Mr. Honemann and Mr. Martin. First, assuming this was not a board meeting using the small board rules, the chair's remarks that "well, I happen to think those trees are ugly. They are the ugliest trees we have on site, in fact. I don’t like those trees, and I’ll never vote for them" were inappropriate and amounted to improper debate and expression of opinion by the chair. He should not have expressed his opinion of the trees unless he was going to step down from the chair. Second, although perhaps borderline, I think his overall sarcastic tone was also inappropriate. Third, as Guest Zev stated, he should have called for the negative vote. Now, having said that, and believing the chair's behavior was inappropriate, it was not outrageous and probably did not violate anyone's rights. Assuming that there is usually a degree of informality and less than strict adherence to the rules in this organization, I tend to agree with Mr. Honemann that perhaps what happened "was no violation of decorum worth complaining about", at least in the sense of raising a point of order. It is often (usually?) better to let small breaches of the rules slide. btw, I do not view what the chair said and did as a violation of decorum so much as a pretty clear violation of the rules of order and debate. There were clearly two violations: The chair should not have commented on the merits of the proposal without relinquishing the chair and he should have called for the negative vote. I have been in meetings where only one or two people voted in support of a motion but when the negative vote was called for nobody voted no. For some reason, the members were perhaps intimidated into just sitting silently and not expressing an opinion. I will note for the record that even if there were no votes in the negative, the chair could have voted no, which would have created a tie and caused the motion to fail, but the rules still require the chair to call for the negative vote. " The chair must always call for the negative vote, no matter how nearly unanimous the affirmative vote may appear" (RONR 11th ed., page 45) I just don't see how anyone can say the highlighted portions of the original post constitute proper conduct by the chair. Worthy of a point of order? Perhaps not, depending on the circumstances of the group and the meeting. But proper? No.

While I agree with Bruce Lages, I would say that if the president is not the presiding officer, then he is there in exactly the same capacity as all of the other members. He might or might not be expected to give a report, just as other officers and committee chairmen might he. Nosey, I really don't understand why you are having such a hard time understanding the difference between the rights and duties of a presiding officer at a meeting and a President Who is not the presiding officer. Where the president is not the presiding officer, he has whatever administrative and managerial functions the bylaws assign to him as president, but he simply does not preside at meetings. It is not at all unusual for organizations, especially larger corporations, to have a president and a chairman of the board who are different people. Their duties are completely different. The president essentially runs the business and is subject to the directives of the board. The chairman of the board presides at meetings. What is so hard to understand about that?

No. Unless you have a specialized rule allowing it, a member must be physically present in order to make a motion. However, the member who wants the motion made may have someone else who IS present make the motion if he can find someone willing to do so. But the member making the motion will be making it as his own motion, not as a motion of the absent member.

That is perhaps a noteworthy distinction. I DO get the edit option and can start editing, but the system sometimes won't let me SUBMIT the edit. Nothing happens when click on submit. It does seem to happen most often with a "complex" edit in which I am both editing text which I previously submitted and adding a new paragraph. That's what happened the last time the edit feature wouldn't work. When I tried again, leaving the original language but only adding a paragraph at the end, it worked.

There is still a problem with editing posts. Both @Gary Novosielski and I have experienced it several times. It seems intermittent and unpredictable. A few minutes ago I tried editing a post I had just made by striking through a phrase and then adding a new paragraph. The system would not let me "post" the edit. I then removed the strike-through, leaving the original language as is, and simply added the new paragraph. That worked. i'm hoping Mr. Novosielski will elaborate here on the problems he is having.

I was unable to edit a post I made just a few minutes ago. I first edited by striking through some text and adding a paragraph, but the system would not accept the edit. I then removed the strikethrough and simply added the new paragraph and it worked. Something strange is going on with the edit feature.

In the situation you describe, if the society elects a chairperson who presides at the meetings, then, during meetings, the president would be just another member with the same rights and privileges (and limitations) as other members. He can, for example, make motions, speak in debate and vote regardless of whether his vote will affect the outcome or if it is a secret ballot. I am assuming your bylaws do not say anything to the contrary. I think in the case you described, the president becomes the chief executive officer of the organization but not its presiding officer, unless he is presiding in the absence of the chairman. It is also important to note that under the "small board rules" as defined in RONR, even the presiding officer participates just like the other members (although RONR isn't clear as to whether the chair can make motions under the small board rules. I am assuming he can). If the president isn't serving as the presiding officer, then he would clearly be treated just the same as all other members. Edited to add: Upon further reflection, I am of the opinion that the chair should NOT make motions since making motions is not one of the things listed that the chair can do under the small board rules on page 488. Perhaps a clarification on that point in the 12th edition would be helpful.

See page 392 also.

If there is no prohibition in your bylaws, then that person can be nominated and elected and can serve.

Yes. Edited to add: See pages 43 and 392 of RONR for more.

I agree with Dr. Kapur. An organization is free to adopt whatever order of business it wants, including a consent agenda which includes approval of the minutes of the previous meeting. In fact, my own city council does that.

I agree with the previous responses. If the maker of a motion decides that it is a bad motion and should not be adopted, he may ask permission to withdraw the motion. This can be handled as a unanimous consent request if no one objects. If a member does object, then a majority vote is required in order for the motion to be withdrawn. Edited to add: I just realized the option to ask permission to withdraw the motion is mentioned in the quote from RONR that Mr. Mervosh quoted.

While I agree completely with the foregoing responses, I urge you to use caution and to be careful of the wording of a rule requiring proposed motions to first be referred to the bylaws committee or any other committee for review prior to being submitted to the assembly. Specifically, just what power is this committee to have if it believes a motion is out of order or improper in some way? Do you propose that this committee have "veto power" over proposed motions or that its opinions be advisory only? Will it have the power to actually modify proposed motions or just to suggest changes? You can get into a real minefield when it comes to just what power this committee will have over proposed motions. I suggest that the power of the committee be very carefully spelled out.