Richard Brown

Guest Bonnie, when are your elections supposed to take place? In all probability, it is possible to postpone the elections until after the new bylaws are adopted. How to go about doing that is a rather technical matter: You cannot postpone the elections in advance, but rather, at the meeting at which they are to take place, when the elections become the pending item of business, someone may move at that time to postpone the nominations to the next meeting (or to an adjourned meeting or to a special meeting). A majority vote is all i takes to postpone the elections.

I disagree with that assertion. Perhaps the nominating committee should come up with another nominee.... and perhaps its members believe they should not. As I stated in my previous post, I do not think the board or the membership has the authority to direct the committee to come up with another nominee and I do not believe that the current nomination has in any way been "revoked". The nominee may or may not be eligible for office right now, but that is a separate issue. And even if he or she is ineligible right now, that will apparently change if the new bylaws are adopted prior to the elections.

Then the "new" bylaws were never adopted and are not in effect. You are still operating under the "old" bylaws. You need to follow the amendment process in the bylaws which are actually in effect. It seems to me that's the "old" bylaws. We don't know what those provisions are. As to what to do moving forward, It might be possible to send the "new" bylaws out to the membership now with a notice that they will be voted on at the next regular or special meeting. Whether it happens at the next regular meeting, at a special meeting, or at a future meeting, the bylaws revision can be taken up at any time in the meeting. Since bylaws (and bylaw amendments and revisions) take effect immediately unless provided otherwise, the new bylaws could control what happens at the rest of the meeting.... such as the elections (which would include the length of terms, term limits, etc). The person who has been nominated by the nominating committee would suddenly be eligible for the office again. Unless authorized by your bylaws.... which I find doubtful.... neither the membership nor the board has the power to "direct" the nominating committee to do anything other than come up with nominations. I don't see how the nominating committee can be directed to withdraw or cancel a nomination and come up with a new one. However, it is my opinion that the nominating committee itself does have the power to at least present the name of an additional nominee and probably to actually change its nominee for president. I don't think it can be compelled to do that, though. Some of my colleagues might disagree as to whether the nominating committee can "change" its nominee for president, so stay tuned. I think it can clearly submit an additional nominee unless your bylaws prohibit it. The fact that a nominee might not be eligible for the office to which nominated is a separate issue. Also, if your bylaws do get amended before the elections are actually conducted, this person might actually become eligible due to the doubled term limits. We don't know what your bylaw provisions are for calling a special meeting. RONR contains no rules as to who may or may not request a special meeting. It's up to the person or persons or body authorized to call special meetings to decide whether to do so. Do your bylaws provide for calling a special meeting by petition?

If he or she knows how it works. I wouldn't bank on it!

Okaaayyy... did you mean to say "Informal consideration" or are you making a joke? If you're making a joke, I am not taking issue with your statement. But, if you meant to suggest "informal consideration", I have an issue. Informal consideration is used to consider a pending motion. All it does is remove the limit on the number of times a member may speak. But, Guest Sheri wants this issue to be simply discussed without a motion having been made pertaining to the issue to be discussed. What she wants is "informal DISCUSSION" of a matter which is not before the assembly. Nothing in RONR indicates that "Informal Consideration" can be used for that purpose.

See what I mean? Even we "experts" at parliamentary procedure and Robert's Rules don't know when to use it!!!

I purposely did not suggest committee of the whole and was glad that Greg Goodwiller didn't either simply because it is too complicated for the average layman, lay presiding officer and organization member to fully understand. For groups that know what they are doing, fine. But for most groups that I'm familiar with, no.

Guest Jim, where are the rules found about how the members of the board are selected? Are they in the articles of incorporation, the bylaws, or both? I think we need to see the exact language. If it's in both, we need to know if the articles of incorporation (or state law) authorize those provisions to be changed by the bylaws. I'm afraid that ultimately this is going to be too complex to be handled on this forum and that you will need the services of a professional parliamentarian and possibly an attorney. However, I'm willing to stick with it a bit longer to see what we can do in the forum to help. At the moment I'm thinking that this organization needs to amend its articles of incorporation and/or its bylaws asap to get things back on firm footing.

Thank you @Greg Goodwiller, PRP! I was wanting to say the same thing about ways of having an informal discussion! It needn't be complicated!

Agreeing with all of my colleagues, if this "live nearby" provision is in your bylaws and you are unhappy with it, you are free to propose an amendment to the bylaws to remove that restriction. But, if it is indeed in your bylaws, you are bound by it for now.

Note to guest John: the provisions Dr. Stackpole is asking you to quote might be found in two different places in your bylaws. There is probably a section dealing with a vacancy in the Office of the President and a separate section dealing with other vacancies. Also, let us know if you have more than one vice president.

Yes. Indeed!

I suspect that guest Donna may have included her email address hoping for a private reply. Guest Donna, if you are reading this, we generally do not make private replies. We post all answers on the form itself. The reason is that this forum is used as a learning tool and a research tool and it defeats the purpose if we answer privately rather than on the forum.

Do I understand that the board itself voted to add these 12 new members? Does the board have this power? Normally, such an action would be reserved to a vote of the membership. Does this organization have a general membership or only a self-contained bored? How are the board members selected? It also seems odd that the president would have the power to arbitrarily add 10 new members to the board on his own without even needing the consent of the board. All of this just seems very strange. It gives an extraordinary amount of power to the president and to the board. Out of curiosity, how many members were on the board prior to these additional appointments?

It would help if we knew exactly what the bylaws say about adding new members to the board. However, assuming you have stated that information correctly, the appointment of the additional members would appear to be a continuing breach and is null and void. The motion could be rescinded, but you can also have a member raise a point of order at the next meeting that the addition of the members violates the bylaws and is null and void. You could then rule the point of order well-taken and declare that the addition of the members is indeed null and void. Be prepared for an appeal of your ruling. You might even invite an appeal if you want the board itself to have the final say. You may also raise the point of order on your own and declare the motion that added the members null and void. Make sure the point of order and your ruling on it, and also the outcome of any appeal if one is taken, be included in the minutes of that meeting.

Yep, think you've got it right in your post immediately above! Very good! 😉

Guest Zev, this is not entirely correct, for several reasons. First, an amendment to a regular motion which causes it to negate the intent of the original pending motion and to cause it to have the opposite effect is not out of order but IS in order. Amending a proposed motion of censure so that it becomes a motion of commendation is an example. See page 138, lines 13-23, but particularly lines 20-24. Bylaw amendments work differently. An amendment to a proposed bylaw amendment which proposes to do something not included in the original proposal is out of order because it adds something not included in the notice and is outside the scope of notice. Introducing a new change in the amendment is not permitted. So, a floor amendment which inserts something new is not permitted in a proposed bylaw amendment but would be in order for amending a regular motion.. Floor amendments to proposed bylaw amendments must be within the scope of the notice of the original proposal. Introducing a new element is outside the scope. See page 595, lines 21-31. I believe Dr. Kapul correctly covered this issue in his posts above. I also agree with his interpretation of the original poster's post about a proposed amendment which the powers that be rejected: That was a proposed amendment to the main bylaw amendment proposal, not a new and separate bylaw amendment. @Atul Kapur

Are you sure this provision applies to bylaw amendments? RONR is clear that previous notice and a two thirds vote (or the vote of a majority of the entire membership) is necessary to adopt a bylaws amendment... unless the bylaws provide otherwise. I suspect it is a matter of bylaws interpretation as to whether that vote provision in your bylaws applies to bylaw amendments and whether it is explicit enough to supersede the requirement in RONR for a two thirds vote to amend the bylaws. It might help if you quote us the exact wording of the provision regarding a majority vote deciding all actions. Also, the precise wording of the requirements for a bylaws amendment would be helpful to us, too. Your point is correct but with a caveat: When the vote of a certain percentage of the members present is required, abstentions might have the effect of no votes, but they are not counted as no votes. If 100 members are present and the requirement is the vote of a majority of the members present, it would require 51 votes to adopt a motion, regardless of the number of abstentions. More than half of the members present must cast a yes vote in that case. You are correct that if your requirement is a simple majority vote, abstentions and blank ballots are ignored and are not counted and have no effect on the result.

I agree with Dr. Kapul's excellent suggestion about watching for amendments that exceed the scope of notice and are out of order. In addition, I would suggest you make sure the chair knows exactly what the vote requirement is for adoption of the amendment (and any proposed amendments to it). Assuming your bylaws require the customary "two thirds vote" for adoption of the final version, someone opposed to the amendment might erroneously claim that the vote of two thirds of the members present is required. I assume you know that a two thirds vote means two thirds of the votes cast, ignoring blanks and abstentions. A two thirds vote is, basically, twice as many yes votes as no votes. No need for complicated math or fractions. Note: Your bylaws might have a slightly different requirement. Make sure you know what is required.

Yes. A motion to postpone the proposed bylaw amendment either definitely or indefinitely would be in order. In other words, both are in order. For example, if a motion to postpone indefinitely fails, a motion to postpone to the next meeting (provided it's within a quarterly time interval, etc) would be in order. Since this is an annual meeting, postponing to the next meeting might not be in order unless a special or adjourned meeting is set within the quarterly time interval. One that comes to mind is to refer the proposed amendment to a committee for further study. Or, if the motion originated with a committee, such as the bylaws committee, it could be re-committed to the committee.

I'm not convinced this is completely accurate. Among other things, this organization does have a vice president who might automatically become president if a vacancy in the presidency exists on the day the new officers assume office. We do not know what the bylaws say about the duties of the vice president or about a vacancy in the office of the president. The original poster indicates that the vice president becomes president. Also, I'm not sure the election of someone ineligible for office results in an incomplete election rather than a vacancy. In addition, his election as president-elect might well be valid but he would not be eligible to become president in a year. He might well have additional duties as president-elect which he could continue to perform during his year as president-elect. I think we need some clarifications and additional information from the original poster. There is too much we don't know.

Guest confused, for starters why don't you tell us exactly what your bylaws say about this 10-year term limit. Please quote exactly, verbatim. Do not paraphrase. Also, like guest Zev, I question whether your bylaws permit the president to appoint a president elect to fill a vacancy in that office. Are you sure your bylaws permit this? It might be helpful if you can quote the exact bylaw language regarding the filling of vacancies. Do you have any vice presidents, or only a president-elect who also serves in the capacity of Vice President? ** (See edit in last paragraph). Finally (for now), you said you have Board elections in September and officer elections in October. What body of people elects the board and what body of people elects the officers? Edited to add: are your officers elected from among the board members or are they elected from the general membership without regard to whether they are also board members? **Edited again to add: I just re-read your original post and see that you do indeed have both a president-elect and a vice president. Please quote for us exactly your bylaw language regarding the duties of the vice president and especially language regarding him filling a vacancy in the office of president (and any other language regarding a vacancy in the office of the president).

Caryn Ann, it seems the manner of recording names of members in the minutes is rather flexible and varies from one organization to another. Perhaps it boils down to a matter of personal preference.... and the custom of the organization. I would put the emphasis on the custom of the organization unless you as secretary believe the custom is problematic and should be changed. Or unless the membership directs you otherwise. A search of the forum might find some examples of preferred usage. I just did a VERY CURSORY search and came across this thread. It doesn't really answer your question.... at least not completely.... but it makes for interesting reading and shows that the RONR authorship team apparently intends its "rule" about the use of names in the minutes to be a "should rule", not a "must rule", and that each society has the freedom to customize the practice to suit its own needs. I'm confident that as far as RONR is concerned, it makes no difference how you refer to your members and officers. For members, "Mr. Brown", "member Brown", "Richard Brown" or even "Richard" are all apparently ok as long as the society is happy with it. What is important, I believe, is that enough detail be included so that members reading the minutes know who is being referred to. For someone reading the minutes a couple of months after the meeting, using either "Richard" or "Mr. Brown" is probably sufficient. But, someone doing research and reading the minutes 50 years from now would probably much prefer that both a first and last name be used, at least for members. For officers, I doubt that it mattes much whether you refer to the treasurer as "The Treasurer", "Treasurer Smith", "Treasurer John Smith", or "John Smith, Treasurer"..... and so on. Same with a committee chair (or member) making a report. I personally might say, "Jack Jones, chairman of the membership committee. . ." (or membership committee chairman Jack Jones. . .). At any rate, FWIW, here is a link to the thread I referred to. It does make for interesting reading. https://robertsrules.forumflash.com/topic/25627-recording-an-amended-motion-in-the-minutes/

I think... and I hope.... that we are saying the same thing!!

Good! I think this makes most (all?) of us feel better! Based on this, you are correct that the motion to reconsider was not handled correctly. But you still aren't quite right on the procedure. You are correct that when someone moved the previous question to reconsider the proper thing to do is to vote on that motion... the motion to reconsider the vote on the amendment to change 15 to 21. If the motion to reconsider fails, that's that. It's over. The amendment stands adopted. But if the motion to reconsider is adopted, you THEN get to part two: The actual reconsideration of the vote on the amendment changing the number from 15 to 21. But, you don't go straight to a vote, at least not if anyone wants to debate it. Adopting the motion to reconsider opens up the motion being reconsidered all over again and puts it in the posture it was in just before it was originally adopted. It is subject to debate, further amendment, and adoption again in its original form, or as amended, or it can be voted down. If it is voted down, the effect is as if the amendment changing the proposed number from 15 to 21 was never adopted. It is not rescinded. It is instead as if it had never been adopted and you are back to the original main motion to amend the bylaws to change the board size from 25 to 15 (or whatever it was). So, yes, it appears the chair skipped a step... he skipped the step of actually reconsidering the 21 member amendment. He erroneously assumed that adopting the motion to reconsider automatically set aside the adoption of the motion to be reconsidered. A member who is unhappy with the failure of the bylaw change can propose it all over again by following the procedure for bylaw amendments in your bylaws. Or he can propose one slightly different, such as to change the number of board members from 25 to 21... or whatever number he wants. You just have to start the bylaw amendment process all over again. There is no shortcut. What was done is done. It can be undone only by following the regular bylaw amendment process.... assuming the members support it. btw, you're catching on! 🙂