Richard Brown

I concur with those who have stated that the bylaw provision is not ambiguous and that an ordinary two-thirds vote of the members of the executive committee present and voting and a two-thirds vote of the general membership present and voting is what is required to remove an officer. I see nothing that even hints that the vote requirement should be based on either the members present or the total membership of either the executive committee or the membership. Edited to add: I do not at all agree with the interpretation of the organization's parliamentarian as stated by the original poster in the original post.

Well, the provisions in your comment about the vote required to amend the bylaws is what RONR requires in the absence of a bylaw provision. We did not know what the bylaws of this particular organization require. It may or may not be the same. Deb needs to follow the provisions in her own bylaws.

Since this is a rule in your bylaws, it is up to your organization to interpret it and to decide exactly what it means. My own opinion is that a written request signed by seven board members would certainly meet the criteria. So would seven separate but identically worded requests, whether by email or in writing on the traditional sense such as by snail mail or being hand delivered. It becomes more problematic if a written request (regardless of how sent or delivered) is from one member but says that six other named members join in with the request. Personally, I would want more evidence that the other six actually do join in with the request. Although the secretary (or president) might make the initial determination of whether the written request is sufficient, that question could ultimately be decided by the assembly itself if a point of order is raised that the request is insufficient and does not comply with the bylaws. A large national organization that I am familiar with has a rule that an email vote on a motion may be taken by the board provided a certain percentage of other board members join in or "co-sponsor" the motion. Since all of that particular business is being conducted via email, they have adopted the custom that if one member proposes a very specific motion to be submitted to the members for an email vote and if the requisite number of additional members send an email saying "I will co-sponsor this motion", that is sufficient. Note: the original motion and the co-sponsor emails must all be sent not just to the secretary, but to the entire board via the board's listserv.

The footnote on page 6 of RONR explains a "member in good standing" as follows: "Members in good standing are those whose rights as members of the assembly are not under suspension as a consequence of disciplinary proceedings or by operation of some specific provision in the bylaws. A member may thus be in good standing even if in arrears in payment of dues (see pp. 406, 571–72). If only some of an individual's rights as a member of the assembly are under suspension (for example, the rights to make motions and speak in debate), other rights of assembly membership may still be exercised (for example, the rights to attend meetings and vote)" Note: That language is new in the 11th edition of RONR. Previous editions did not define the term . I agree with the comments by my colleagues as to what happened at the meeting, whether the notice was sufficient, etc. In order for us to more fully and accurately answer your questions about what happened, we really need to know the answers to the questions Mr. Katz asked. Those questions are very important. Please quote exactly, verbatim... without paraphrasing... what your bylaws say about those issues. As to terms of office, be sure to include any language which might refer to officers serving until their successors are elected. Again, please quote exactly.

That's not what the bylaw provision that you quoted says. It says a "two-thirds vote of chapter membership present". That is a far different requirement than requiring a vote of two-thirds of the entire membership. Words are important here, and a very minor change in wording can make a huge difference in what vote is required.

Based on the quoted bylaw provisions, it appears to me that the general membership does indeed have the right to hire and fire employees. More problematic is the vote required to do so. The provision uses non-standard language and it is therefore impossible for me to know weather the bylaws are intended to require the "vote of two-thirds of the members present" or "a two-thirds vote of the members present". Those two Provisions do not necessarily mean the same thing. The first wording I used, "a vote of two-thirds of the members present", means just what it says and requires that two-thirds of those members present at a meeting must vote Yes in order to adopt a motion to hire or fire an employee. However, the second provision, "a two-thirds vote of the members present" is ambiguous. It could mean a regular 2/3 vote, which would be 2/3 of the votes cast, excluding blanks and abstentions. But, it could also be interpreted to mean the same thing as the other provision, namely, the vote of two-thirds of the members present. It is up to the membership to interpret that provision and to decide what it means. See Pages 400 - 404 for more information on the different vote requirements and the difference that's such a minor change in language can cause.

Guest Gary should really post his question by starting a new topic per the instructions for use of the Forum. This Thread is 8 years old. Even though the question may seem related to the other posts in this thread, the practice in this foreign is to post a new question as a new topic and not piggyback on to an existing thread. https://robertsrules.forumflash.com/topic/25416-important-read-this-first-faq-and-information-for-new-members-and-guests/

Well, a majority vote with additional instructions might satisfy you, but it won't satisfy anyone who wants to follow the rules in RONR. You might re-read the passage from RONR which I (and then you) quoted. I think you are overlooking the key phrase "at any time before the committee submits its report". The key phrase is, "at any time before the committee submits its report". In the example I used of the committee deciding to paint the building orange with green trim, the committee had already decided on that action and was reporting its decision to the membership in its committee report. Therefore, since the report had been submitted, the assembly could not simply issue new instructions regarding the undesirable paint color, but would have to actually countermand the decision of the committee. That would have to be by the use of the motion to amend or rescind something previously adopted, just as would be the case if it was the executive board, rather than the committee, that had made the decision to paint the clubhouse orange. It is important to keep in mind that that the committee had been specifically granted the power to "handle" the painting of the clubhouse, including the selection of the paint color. Here is the key language from that hypothetical: I think that for the membership to order a change in the paint color after the committee has submitted its report (and before the paint is bought or applied) would clearly require a motion to amend or rescind something previously adopted just as it would if it was countermanding a decision of the executive board.

I think it could be argued that a motion to repudiate or withdraw the endorsement of John Smith for mayor might well be in the nature of a motion to rescind or amend something previously adopted. That's an interesting question that is probably worth pursuing, but it's not the purpose of me making this post. Let's go back to the example in the original post about the assembly being displeased with a decision of a committee which has been created with power to do something, such as the power to paint the clubhouse including the power to select the color and to set the date for the work weekend. If the committee chairman reports at a membership meeting that the committee has decided to paint the clubhouse orange with green trim and will be having a work party this coming weekend to do so, and the membership does not like those paint colors, the membership could countermand the decision of the committee and direct that the clubhouse be painted white with red trim. It is my opinion that such an action by the membership would have to be in the nature of a motion to amend or rescind something previously adopted, since the committee had been granted the power to decide the paint color.

Guest Cineteach, please post your question by starting a new topic: https://robertsrules.forumflash.com/topic/25416-important-read-this-first-faq-and-information-for-new-members-and-guests/ Although your question seems somewhat related to the discussion in this thread, it is the custom and preference in this forum that all new questions be posted as new topics, rather than "piggy-backing" on an existing thread as is the custom on some other websites.

Your use of the phrase "If a committee is charged (but not given "full power") to take particular action. . . ." is confusing. The committee either does or does not have "power" to act on the items within the scope of its charge. See, for example, the following language on page 490: "When a committee is appointed "with power," this means with power to take all the steps necessary to carry out its instructions." See also page 172. Since committees are subordinate to the body which created the committee, in this case, apparently, the general membership, it is my opinion that the parent body (the membership) may countermand a decision of a committee just as it could a decision of its executive board. If it is a matter which the committee was specifically authorized to take action on, I believe the same rules for reversing a decision of the board would apply: it would have to be treated as a motion to rescind or amend something previously adopted. See Official Interpretation 2006-13. http://www.robertsrules.com/interp_list.html#2006_13 The assembly may, of course, amend its "charge", instructions and authority granted to the committee for the future. See, for example, this language on page177: "SUBSEQUENT INSTRUCTIONS. After a question has been referred to a committee and at any time before the committee submits its report, even at another session, the assembly by a majority vote can give the committee additional instructions in reference to the referred question."

If RONR is your parliamentary authority, you are not allowed to have special meetings at all unless they are provided for in your bylaws or by state law, such as a state law dealing with homeowner and condo associations. Regular meetings are the type meetings your bylaws contemplate for your board.... apparently more or less quarterly, with one of them being the annual meeting. If you don't already have it, I strongly urge you to get a copy of Robert's Rules of Order Newly Revised in Brief. It's only about $7.50 and covers the basics of meeting procedures and rules: http://robertsrules.com/inbrief.html

I would be careful about that. At a special meeting, you can take action only on those items which are specifically listed in the call of the meeting. Unless there is some single pressing issue to deal with, I would think that your meetings would actually be regular meetings where you may take action on all business that members want to bring up. Your bylaws might also contain restrictions and special requirements for special meetings. Edited to add: if a meeting is truly to deal just with one or two issues and those issues are clearly listed in the notice of the meeting, fine. However, keep in mind that the items of business listed in the notice of the meeting are the only business that you can take up a special meeting. Each item must be specifically identified. A catch-all phrase such as "and such other business as may come before the board" would not suffice for a special meeting.

Special meetings of the board should be referred to as a special meeting in the minutes and in the notice of the meeting. The annual meeting should be referred to as the annual meeting. Regular meetings should be referred to as regular meetings. See page 468 of RONR which states that the minutes should always specify the kind of meeting that took place, such as regular, special, etc. See also the sample minutes on page 472 which refers to the meeting as the "regular monthly meeting of the L. M. Society. . . "

I also am wondering what you mean by the phrase "in the presence of a BOD governance?".

See Pages 4, 89 and 400 for nformation on notice of meetings.

Based on this, I would agree with Chris Harrison that proper notice has not been given and that any business conducted at such a meeting would be invalid. It would not be a valid properly called meeting. Edited to add: See pages 4, 89 and 400 for information on notice of meetings.

Unless prohibited by your bylaws or by state law, your board may vote by secret ballot. A secret ballot may be ordered by unanimous consent or by majority vote. RONR provides that, unless there is a rule or motion to the contrary, ballots should be securely maintained by the secretary until the time period for ordering a recount has expired, usually the next meeting. See RONR pages 418-419 regarding ballot retention. Or how to order a vote by ballot, see pages 283-285 and also page 412.

Is this a regular meeting or a special meeting? Do your bylaws require 30 days notice for both regular meetings and special meetings? Also, are your regular meetings on a regular schedule, such as the second Tuesday of each month at the same time and place? Is this provided for in your bylaws? Generally, if the notice requirement for a meeting is not complied with, any business conducted at the meeting would be invalid. However, let's first make sure that your bylaws actually require individual notice of each meeting It will help if you can actually quote the bylaw provision regarding notice. Please quote it exactly, don't paraphrase

Like Mr. Katz. I don't have a clear understanding of the situation, but it sounds to me like the chairman/pastor abused his position as presiding officer. However, from what I have read so far, I would say that no "continuing breach" has occurred and that what is done is done. A timely point of order would have been necessary. If something was adopted that the members are not happy with, they can move to rescind or amend something previously adopted. It is subject to special vote requirements for adoption. If a motion failed, it can be "renewed".... that is, simply re-submitted as if it had never been submitted before, and debated and voted on again at any future meeting. If we still haven't adequately answered your question(s), let us know and we will try again.

Page 349 of RONR permits an assembly, upon clear and convincing evidence, to retroactively declare action taken at a prior meeting null and void due to the absence of a quorum. Situation: At the first meeting on the first day of a two day convention, the chair finds that a quorum is present when the meeting is called to order. Later in the meeting a motion was adopted. No point of order was raised about the possible absence of a quorum. The meeting later adjourned without anyone having questioned the validity of the motion which had been adopted or the presence of a quorum at any point during the meeting. At the second meeting, which was on day two of the two day convention, a point of order was made immediately after calling the meeting to order that a quorum was not present. The chair ruled the point of order well taken and ruled that a quorum was not present. Someone then made a point of order that there was no quorum present at the previous day's meeting and that the motion adopted at that previous meeting was null and void. The chair agreed and ruled the motion from the previous day's meeting null and void. No point of order was raised and no one appealed from that ruling. The convention then adjourned sine die. Questions: 1. At the the second meeting, which was without a quorum, did the chair have the authority to declare that the motion from the previous day's meeting was null and void as having been adopted when no quorum was present? 2. What is the status/validity of that ruling by the chair? 3. Does the adopted motion from the first meeting still stand as validly adopted or has it been validly ruled null and void? 4. In essence, my question is whether a ruling that prior action is null and void must be made at a properly called meeting at which a quorum is present in order for the chair to retroactively declare, on a point of order, that action taken at a prior meeting is null and void due to the absence of a quorum at the time it was adopted.

As you can see in the link furnished by Hieu Huynh, the rules in RONR provide that a member cannot be compelled to abstain. However, a member who does choose to abstain from voting on a particular motion is still present, unless he has left the room, and is still counted as present for quorum purposes. However, if this is a public body subject to open meetings laws and other state laws, there might be a state law (or local law) provision which could provide otherwise. If your organization has a rule of its own regarding abstaining, it would supersede the rule in RONR. I suspect those are some of the reasons Mr. Huynh asked you what rule requires the member to abstain. There is no such rule in RONR. So, to repeat (or paraphrase) Mr. Huynh's question, "What rule requires this member to abstain?"

I agree that Transpower has stated the general rule, but there are exceptions. For example, if reference to the lawsuit is contained in a report of a committee or officer, questions about the subject matter of the report might be in order. It would also be in order go go into the committee of the whole to discuss a subject even though no motion is pending. Finally, the rules could be suspended to permit discussion of a subject even though there is no pending motion to consider.

The previous question could have been moved and ordered on the pending amendment (which was the immediately pending question) or on all pending motions, but not on. just the main motion. The chair should have ruled it out of order unless the mover made it to apply to all pending questions. If it applied to all pending questions, it would have cut off debate on both the pending amendment and the main motion.

From Guest Bonny's original post: " ((Our former constitution had two years term limit, new one we were using has four years.)) " And from her second post: " The former constitution had a term limit of 2 years for the president. The new document, the one not voted on has 4. " It sounds like term limits to me.