Richard Brown

I'm going to perhaps disagree somewhat with my colleagues, or at least raise a possibility. The provision in the bylaws regarding the duties of the Secretary might well be interpreted as a rule of order. If it is a rule in the nature of a rule of order, it can be suspended. Since (or if) if can be suspended, I'm wondering that if the bylaw provision can perhaps be changed indirectly by the adoption of a special rule of order setting out different responsibilities for the secretary. Regardless of whether the bylaw provision can be effectively changed by the adoption of a special rule of order setting out different secretarial duties, if the sentence in the bylaws which says the secretary shall perform the duties set out in RONR is removed, then the society absolutely can then adopt a special rule of order setting out whatever duties for the secretary that the society desires. There is no need to insert a new provision in the bylaws. Removing the current provision will suffice.

I need to bring this post to the attention of my city council. It has long irritated me that their consent agenda contains reports which should not be part of a consent calendar. For just one example, the consent agenda contains an item for reports by the mayor, CAO and department heads. At that point the Mayor usually makes a five to ten minute speech on whatever he wants to talk about.... usually things like tax receipts, new business openings, upcoming public events, reports of sweeps by Code Enforcement officers, etc. I've brought this to the attention of the Council president, but they seem reluctant to change anything.

Guest Ellen, more information would be helpful. Why do you ask the question? Can you give us some specifics? As others have posted, there are situations and circumstances where the presiding officer can refuse to permit motions.

I concur with Dr. Kapur's opinion.

As I read the question, the motion did not specify any particular attorney. If that's the case, you have at least one other option: Try to find an attorney who will do all three things for a fee not to exceed $1,000.

I agree, and agree specifically with the comments by Messrs Katz and Martin that boards such as zoning boards are frequently subject to rules or ordinances which sometimes require them to specifically approve or deny a zoning variance or permit or whatever. It is not unusual for such boards or city or county governing councils to consider motions to reject (or deny) an application. What happens when a motion to reject or deny fails on a tie vote is probably determined by their own rules or precedents. I do think all of here would agree, however, that the failure of the motion to deny on a tie vote does not amount to approval, at least not pursuant to any rule in RONR.

I am at a loss as to what kind of remedy guest Cindy is looking for. She is not explaining the situation or what she is trying to accomplish very well. I can't tell if she is looking for a way to have something ruded out of order or if she is looking for a way to do it despite the fact that it is out of order. Guest Cindy, exactly what is it that you are trying to accomplish?

I see no need for any of it and I see where this can only complicate the rather clear rules in RONR. Here is just one example: In No. 1, I'm afraid the phrase "in the absence of an elected or appointed chairperson" creates confusion. How, when and under what circumstances would there be an appointed chairperson? Can the elected chairperson appoint one? Must it be done by the body? If so, it seems that with your rule the body could appoint an "appointed" chairperson to defeat the right of the president to serve as chair. Also, what if the body wants to elect a chairperson pro tem to preside in the absence of the regular elected chairperson? Is that possible? That is just for openers. RONR is already quite clear that whatever administrative duties, rights and powers the presiding officer might have as president are separate and apart from the rights, duties and powers of the presiding officer at a meeting. And RONR is quite clear that, except under the small board rules, the chair should remain neutral and not engage in debate. Here is one more: In No. 4, what exactly is a "small assembly"? How many members? Honestly, I don't see how this helps at all.

Robert's Rules does not address that specific issue. That is ultimately a matter of bylaws interpretation, which is something only your organization can do. Your organization must interpret its own bylaws and determine whether the president had the authority to do what she did. Personally, and without having seen your bylaws and without being a member of your organization, I think the president exceeded her authority as this expenditure was something approved by the membership. The question is whether the bylaws anticipated her arbitrarily adding an extra hundred dollars to expenditures voted upon by the membership. I question whether that was the intent of the drafters of your bylaws, but it's something your organization must answer for itself. If she exceeded her authority, the organization can order her to repay the amount and can also institute disciplinar proceedings, they could range from censure to removal from office or expulsion from membership.

It's the quietest I've seen this forum in a long time!!! I guess between it being the last week of the month, which is usually slow because of not many meetings taking place, and Memorial Day weekend, there are really absolutely NO meetings taking place and everybody is outside grilling. Like I did yesterday. Well, confession time, actually my wife grilled the hamburgers yesterday. She's gotten better at grilling than I am.

While I agree with the excellent suggestions by my colleagues, it is my experience that the minutes of political bodies such as city councils are generally extremely rigid, brief and basic and contain only a record of ordinances and resolutions acted upon. They are usually the epitome of what was done and not what was said. In my experience, there seems to be more flexibility and variation in the minutes of boards, commissions, and committees. I gather that the body which you are a member of is a commission of some sort. However, if you prefer that your list of recommendations be attached to the minutes as you initially suggested, I believe that a motion to do so would be appropriate and could be adopted by a majority vote.

Fromm page 96 of RONR The minutes, or record of proceedings, of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes—that is, the action taken, as distinct from that which was said in debate—was not secret, or secrecy has been lifted by the assembly. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting. It may therefore be necessary to have a brief executive session at the next meeting to approve the minutes of the previous executive session.

Adding a floor amendment (provide it is within the scope of the original notice of the proposed bylaw amendment) does not require "new notice" and need not delay the vote. Unless your bylaws clearly provide otherwise, giving notice of the original proposed bylaw amendment is all that is required. An example of being within the scope of notice, if the proposed amendment is to raise your dues from $50 per year to $100 per year, a floor amendment to change the figure to anything between the current $50 and the proposed $100 is "within the scope of notice". But, a floor amendment to raise the dues to $125 exceeds the scope of the original notice to raise the dues to only $100. Such a floor amend exceeds the scope of notice and would be out of order. Basically, a floor amendment in your case has limits on what it can accomplish.

I was well into typing my rather lengthy two part response when Dr. Kapur posted his response. Note that the very beginning of my post begins with the statement that I was disagreeing in a couple of respects and I commenced to number them. That was the second point. I had already typed my full response when Dr. Kapur posted his response. I saw the notification that he had posted a response while I was proofreading mine but did not read it until after I posted mine. I'm sorry if you think I'm just being disagreeable today. That will come later this afternoon when our state legislature (well, the House of Representatives) passes a bad bill on reconsideration after properly rejecting it two days ago. Edited to add: If it makes you feel better, I do agree with your statement that "The motion did not receive the required vote to pass". Edited again to add: On second thought, no, I do not necessarily agree with you that the motion did not receive the vote required to pass. That would be the case only if the vote threshold is actually "the vote of two thirds of the members present". As I said in my post, I'm not convinced that the wording used in the bylaws is clear enough to definitively say that is what it means and it must be interpreted by the society. Why do I think this is going to be a bad day??!!

That does not change anything. The lack of a second is immaterial an is waived once debate commences. The lack of a second would have required a timely (immediate) point of order. Edited to add: From page 37 of RONR: After debate has begun or, if there is no debate, after any member has voted, the lack of a second has become immaterial and it is too late to make a point of order that the motion has not been seconded. If a motion is considered and adopted without having been seconded—even in a case where there was no reason for the chair to overlook this requirement—the absence of a second does not affect the validity of the motion's adoption." Also, if the chair of the committee falsely presented the motion as being a recommendation of the committee, I agree with Mr. Martin that disciplinary action or a motion of censure as to the chairman might be appropriate.

My take on this is a bit different (but not totally different!) from that of Mr. Mervosh for the following reasons: First, the vote requirement in the bylaws is poorly worded and must be interpreted... something only the organization itself can do. If the intent is to require the affirmative vote of two thirds of the members present, it should say exactly that: "A vote of two thirds of the members present". That is the suggested wording in RONR when a vote based on the number of members present is required. The wording "two thirds vote of those present" is ambiguous. It could be interpreted to mean an ordinary two thirds vote rather than "the vote of two thirds of the members present". There is a difference. The phrase (clause?) "of those present" could be a poorly worded means of identifying the body authorized to expel a member".... in this case, the members present at a meeting as opposed to, say, the board or the entire membership or the votes of those who vote by mail, email or proxy. So, although in my opinion the most likely intent of the provision is to require "the vote of two thirds of the members present", it is not clear, it is not the wording suggested by RONR, it creates an ambiguity, and is therefore in need of interpretation by the society itself. I don't think any of us non-members on this forum can say conclusively what the wording used means. See pages 402-404 of RONR for suggested wording for variations of the vote required. It is my opinion that a deviation from the standard "two thirds vote" requirement is not clearly stated as required by RONR. It is ambiguous and susceptible of two interpretations. From page 404: Whenever it is desired that the basis for decision be other than a majority vote or (where the normal rules of parliamentary law require it) a two-thirds vote or a vote of a majority of the entire membership, the desired basis should be precisely defined in the bylaws or in a special rule of order. My second "disagreement" with Mr. Mervosh is that even if the required vote threshold was not reached, it is too late to complain about it now. It would have required a timely point of order when the chair declared that the motion was adopted. No point of order was raised, so the termination of membership stands. Edited to add: See Official Interpretation 2006-18: http://www.robertsrules.com/interp_list.html#2006_18

That is a good point. I agree.

Only the election of the unqualified candidate is void. You have an incomplete election for that position which should be completed as soon as possible. You will essentially hold a new election for that position.

Mr. Chairman (or Mr. President), according to this language from page 23 of RONR: A vice-president is addressed as "Mr. President" or "Madam President" while actually presiding. (A possible exception may arise where the usual form would make the meaning unclear—for example, when the vice-president is in the chair while the president is also on the platform. In such an instance, the vice-president should be addressed as "Mr. [or Madam] Vice-President.") A person presiding at a meeting who has no regular title or whose position is only temporary is addressed as "Mr. [or Madam] Chairman" by long-established usage.

I was surprised when you opined earlier that RONR seems to create this "officer elect" position. I know your question is directed to Josh, but I for one am having a hard time agreeing that RONR creates the position of "officer-elect". I can accept the premise that a person who has been elected but has not yet assumed office can be removed from office as if he was already in office, but I disagree with the premise that RONR actually creates an "officer-elect" position. I think it is used as a descriptive term, not to define or to create an "office".

Well, I interpret this follow-up post by guest Kathryn as stating the bylaws do provide for the board to impose special assessments: Based on that statement (and assuming that is what the bylaws do in fact say), I am of the opinion that the board did have the authority to impose the special assessment.

You cannot arbitrarily change the terms of the proffered resignation. You must either accept it or reject it, but you can't make it effective prior to the date specified in the resignation.

What makes you think that any sort of suspension of the rules is involved (or required)?

I'm of the opinion that if the bylaws provide only for dues and make no mention of special assessments, this special assessment is invalid and has been invalid from the beginning. The bylaws cannot be suspended or overridden by two-thirds vote or any other vote to permit an assessment unless it is specifically authorized in the bylaws.

Guest Oliver , what exactly do your bylaws say about when the terms if office begin?