Richard Brown

You got a citation for that? I understand the logic of it, but it's also logical that the "bumping up" among vice presidents that takes place when the president resigns should also take place when the 1st VP resigns. In the case of the president resigning, the 1st VP automatically becomes president, creating a vacancy in the office of 1st VP. But, RONR says that the 2nd VP automatically moves up to that position... and so on down the line of VP's. I don't see where it should be any different when the 1st VP resigns. His position is now vacant and it seems the 2nd VP should automatically move up to it just like he does when the president resigns. I agree that RONR is silent on that point, but the logic of each "junior" VP moving up seems like it should apply in both situations. Edited to add: I can be happy with it either way, as I don't really like the RONR rule that each VP moves up a notch when the president resigns, but it seems that the same logic should apply when the 1st VP resigns.

Michelle, are you perhaps thinking of state legislatures and local governments which have a "1st Reading" and a "2nd reading" and sometimes a "3rd Reading" of a proposed law before it is voted on? In those situations, although the rules might call for 1st reading, 2nd reading, etc, in practice the actual reading of the proposed law is dispensed with and it is read by title only. It is exceedingly rare that the entire proposed legislation is actually read out loud in its entirety. Just playing a hunch here, I suspect you are thinking of a proposed bylaw amendment (or a complete revision or a first set) being proposed at one meeting and then voted on at the next meeting. In practice, the actual proposed bylaw amendment (or the whole set) is often never read aloud in its entirety if it has been distributed in writing to the members. Please clarify just what you mean by your question.

Can you be a bit more specific about just what question you are referring to? Perhaps a copy and paste or quote. . . .

Good point. It doesn't say so in so many words, but I see no reason why a different advancement "scheme" should apply when the First Vice president resigns. I suppose, though, that this could turn into a matter of bylaws interpretation. I'm anxious to see what others think. Personally, I've never liked the "everybody moves up one position" rule in RONR, but it is what it is. My reason for not being fond of it is that organizations which have more than one vice president usually assign specific duties and responsibilities to each vice president and candidates run for a particular vice president position because of the job description of that position. I don't care much for everyone in the chain having to take on a new job.

Yes, he does. He has the same rights as the others who have been there from the very beginning. He does not have the guaranteed "right" to have prior discussions and votes reviewed, but he can ask for an update in the form of a Request for Information. However, no one is obligated to bring him up to date. Often it is done as a courtesy, but I can understand the other board members getting fed up with that happening on a regular basis and telling him "You can read about what we did before you got here when the minutes are produced". He has no right to vote on anything already decided unless someone who voted on the prevailing side of a motion moves to reconsider it.

You might not want to take it back. This is from page 458 of RONR, 11th edition: "Some societies elect several vice-presidents in an order of precedence: first, second, third, and so on. In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president. The second vice-president, if there is one, then becomes first vice-president, and so on, with the vacancy to be filled occurring in the lowest-ranking vice-presidency. Sometimes the bylaws provide that the different vice-presidents shall have administrative charge of different departments." (Emphasis added by RB)

You make your motion by saying "I move that . . . . ", such as "I move that we paint the clubhouse red". Someone seconds the motion. The motion then gets debated. During debate the motion is subject to being amended, such as by changing the paint color from red to green. A vote is then taken on the motion. That is the Cliff Notes version of how a motion is handled. For more information on the basics, I strongly suggest that you get a copy of Robert's Rules of Order Newly Revised In Brief, abbreviated as RONR In Brief and sometimes just as RONRIB. Here is a link to it: http://www.robertsrules.com/inbrief.html Edited to add: As to "How do you make it carry?", you argue in favor of the motion during debate. Most motions require a majority vote for passage. Also, before you can make your motion (or speak on it during debate) you must first be recognized by the chair. Customs within organizations vary, but technically you should stand and say "Mr. Chairman" at the appropriate time and wait to be recognized.

Based on the information we have, I agree with most of the previous responses. However, I think they are based at least in part on incomplete information and assumptions that we are not entitled to make just yet. We need more information. For example, what do the bylaws say about vacancies? We don't know what the bylaws say so we cannot say for a fact that the second VP automatically became first VP when the first VP resigned. If the bylaws are truly silent and if RONR controls, then, yes, the second VP automatically became first VP whether he likes it or not. Also, we don't know if a special election is really necessary. What, if anything, do the bylaws to say about filling vacancies? Is anything said about how vacancies are filled and whether a special election is necessary? Does the board have the power to fill vacancies? For example, if the bylaws grant the board the power to conduct the affairs of the organization between meetings of the membership, then that clause would empower the board to fill vacancies unless they bylaws provide otherwise. If the board does have the power to fill vacancies, then this "swapping around" can be done by the board without a special election as long as the proper steps are followed.

Guest Edward, Please post your question as a new topic. See the instructions here: https://robertsrules.forumflash.com/topic/25416-important-read-this-first-faq-and-information-for-new-members-and-guests/

I have the same question as Mr. Novosielski: What does Article IV (or any other article) say about the power and authority of the Board?

Guest Zev, there are legitimate reasons why organizations adopt such a Special Rule of Order. My own NAP local unit has such a Special Rule of Order and it was supported by the then president and all of the active past presidents, including myself. In fact, it was adopted unanimously. In our case, it was the only way the president and the unit could get a really qualified member to agree to serve as parliamentarian. In many organizations, the most knowledgeable and qualified member to serve as parliamentarian is not willing to do so because he is not willing to give up his right to debate, make motions, and to vote on most issues. Edited to add: it has been my experience that most organizations either are unfamiliar with the rule in RONR about a member parliamentarian or they simply ignore it. I think it is far better to address it head-on and adopt a Special Rule of Order if that is what the association wants. That is what our association wanted.

The original poster is not really clear, but I read his post as saying the nominations take place in October and the elections take place in December. That would make much more sense than saying the nominations and elections take place at the October meeting, but the election results are not announced until the December meeting. Guest Hguy19, can you clarify the situation for us?

I agree with GWCTD. Unless someone's rights were violated or someone was denied the right to vote, I think it is harmless error and it is too late to do anything about it now. A timely point of order would have been necessary at the time of the violation.

I disagree with the bolded part of your statement above. I understand your concern that a parliamentarian who openly raises a point of order might appear to be challenging the authority of the chair, but that is actually what is being done any time any member raises a point of order. You seem to be substituting your will for that of the membership. If the membership has adopted the special rule of order as I described expressly granting the member parliamentarian the right to participate as fully as all other members, then he has been expressly given that right by the membership. Who are we to say that he should resign if he chooses to exercise a right that he has been expressly granted by the membership, superseding the rule on the subject in RONR? I do agree that it would be more "professional" and in keeping with the recommended procedure in RONR for the member parliamentarian to attempt to quietly call the attention of the chair to a significant breach of the rules rather than to raise a point of order on his own. However, he certainly has the right to do so if the association has adopted the special rule of order that I described. The membership has granted him that right. I will add, though, that he is most likely serving at the pleasure of the chair (or perhaps at the pleasure of the membership. He might even be elected). If the chair does not like having the member parliamentarian openly raise a point of order on his own, he is certainly free to have a private conversation with the parliamentarian over their expected working relationship and to remove him as parliamentarian and appoint someone else if he is displeased by the parliamentarian's actions. I think many presiding officers, not being very familiar with RONR, would not object to the parliamentarian raising a point of order when there has been a breach of the rules. Some chairs might feel "challenged" and others would not. But, I stand by my statement that if the membership has adopted a special rule or order granting the member parliamentarian the right to exercise all of the rights of the other members, he is certainly under no obligation to resign if he chooses to exercise the right to raise a point of order. Raising a point of order when he notices a breach might be exactly what the membership wants him to do and could well be the reason for the adoption of the special rule of order in the first place.

Guest LV Girl, agreeing with my colleagues, I suggest you study your bylaws carefully for at least two things. Both of these are usually covered somewhere in an organization's bylaws: First, look for any provisions for filling vacancies. That provision could appear anywhere in the bylaws. Any provisions in your bylaws for filling vacancies would trump the rules in RONR. Second, look carefully for what powers are granted to the Board if you have a Board. If, as Mr. Novosielski mentioned, your bylaws grant the Board the power fill vacancies OR the power to manage or conduct the affairs of the organization between meetings of members, then, per RONR, the Board has the power to accept resignations and to fill vacancies. It's quite common for bylaws to grant the board the power to conduct the affairs of the organization between meetings of the membership. That is all the authority needed for the Board, rather than the membership, to fill the vacancies. As both Mr. Katz and Mr. Novosielski mentioned, I, too, wonder where your president gets the idea that he (or she) has the authority to do any of the things you mentioned that he or she has done or is proposing to do. Your situation does raise an interesting question, though, as to what can be done if two officers, such as the Secretary and the Treasurer, want to swap positions with the permission of the board or the membership. Under the rules in RONR, an outright "swap" is not permissible. If you have a board which has the authority to accept resignations and fill vacancies, then I suppose both of those officers could submit resignations from their positions and the board could accept both resignations and then appoint the same two people to the positions which they really want to hold. And everyone hopes it all works out as planned! If you don't have a board, or if the board does not have the power to accept resignations or fill vacancies between meetings of the membership, then things get more complicated. The same result can be obtained, but the membership itself would have to accept the resignations and then fill the newly created vacancies by holding a special election. Again, anything can happen. The membership might decide it doesn't like these games and just elect two new people to both positions. Note: An officer submitting a resignation should not abandon the duties of his office until his resignation has been accepted or the organization has had a reasonable opportunity to accept the resignation. That means an officer should not just "walk off the job" until formally told by the organization that "it's ok, you can go now". If the board has the power to accept resignations and fill vacancies, that can probably all be done pretty much at one time (at one meeting).

Guest Veronica, supplementing my answer above, you might also take note of this language on page 254 regarding the parliamentarian: Before rendering his decision, the chair can consult the parliamentarian, if there is one. The chair can also request the advice of experienced members, but no one has the right to express such opinions in the meeting unless requested to do so by the chair. (Emphasis added) What that provision does, in essence, is permit the society to have one or more knowledgeable members who, for all practical purposes are serving as the society's parliamentarians, to make their experience and expertise available to the chairman without being appointed as the organization's official parliamentarian and having to give up some of their rights as members. Another alternative used by some organizations is to adopt a special rule of order or a bylaw provision which provides that a member who serves as parliamentarian does not give up any of his rights of membership and may participate as fully in meetings as all other members.

As my colleagues have stated, generally, no, the parliamentarian should not "raise a point of order" during a meeting. It the parliamentarian notices a breach of order or a violation of the rules, he should quietly advise the presiding officer of the fact. Question: Is this parliamentarian a member of the society? If not, he has no right at all to actually raise a point of order. However, if he is a member of the society and is acting as what RONR describes as a "member parliamentarian", he does have the right, as a member, to raise a point of order but should not do so as RONR requires a member parliamentarian to give up the right to make motions, participate in debate and to vote except when the vote is by secret ballot. The following language on page 467 addresses the restrictions on a member parliamentarian: A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair's prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion. The following language form pages 466-467, which precedes the quote above, generally addresses the duties of the parliamentarian: During a meeting the work of the parliamentarian should be limited to giving advice to the chair and, when requested, to any other member. It is also the duty of the parliamentarian—as inconspicuously as possible—to call the attention of the chair to any error in the proceedings that may affect the substantive rights of any member or may otherwise do harm. There should be an understanding between the parliamentarian and the presiding officer that there will probably be occasions when it may be essential for the chair to listen to suggestions being made by the parliamentarian, even if it means momentarily not giving full attention to others or asking the assembly to stand at ease during the consultation (see p. 82; p. 250, ll. 2–5). This practice will enable the chair to be in a position to act promptly at the correct time and be fully informed. In advising the chair, the parliamentarian should not wait until asked for advice—that may be too late. An experienced parliamentarian will often see a problem developing and be able to head it off with a few words to the chair. Only on the most involved matters should the parliamentarian actually be called upon to speak to the assembly; and the practice should be avoided if at all possible. The parliamentarian should be assigned a seat next to the chair, so as to be convenient for consultation in a low voice, but the chair should try to avoid checking with the parliamentarian too [page 467] frequently or too obviously. After the parliamentarian has expressed an opinion on a point, the chair has the duty to make the final ruling and, in doing so, has the right to follow the advice of the parliamentarian or to disregard it. But if the parliamentarian's advice on important procedural issues is habitually disregarded, he may find it necessary, at the end of the present engagement or session, to resign.

Page 96 of RONR contains instructions regarding the minutes of an executive session. As my colleagues have already said, the minutes of an executive session would normally contain the same information that is contained in minutes of regular sessions, but those minutes may be kept separate from the minutes of "public sessions". Here is the language from page 96: 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.

I agree with the previous responses. Regardless of the fact that the motion was called a motion to lay on the table, it was in reality a motion to postpone to a definite time and I would treat it that way. It should come up automatically under unfinished business and general orders. I'm surprised that someone actually called it a motion to lay on the table rather than just a motion to table! Assuming that is actually what the motion was, at least the member who made it knew better than to make a motion to "table" the pending motion!

Unfortunately, no, unless your own rules provide a means of doing so. Without such a rule , a mail ballot is an up or down vote. If there is something wrong with the proposed amendment, the best way to handle it is to try to persuade the other members to vote it down.

I agree with the post above by Dr. Stackpole. In order for a member to be considered present by means of a proxy, it would have to be provided for in the organization's bylaws or by state law. The proxy document itself cannot accomplish that regardless of what language it uses (unless permitted by state law). Most organizations which allow voting by proxy contain a statement in their bylaws that the quorum must consist of members "present in person or by proxy", indicating that a member can indeed be considered present if he has given a proxy to another member. I also note that the vote requirement expressed in Article II B is different from the meaning (and determination) of a majority vote in RONR. The provision in your bylaws, as I interpret it, amounts to a requirement of the vote of a majority of the members present (in person or by proxy) in order to adopt a motion. RONR requires only a majority vote of the members present and voting, excluding blank ballots and abstentions. You might see pages 4 and 400-404 of the 11th edition of RONR for more information on calculating a majority vote. FAQ's 4 and 6 might also be helpful: http://www.robertsrules.com/faq.html#4

No, not unless it is permitted by your own bylaws. Your bylaws should specify who can call a special meeting. RONR specifies that special meetings may not be held at all unless authorized in your bylaws.

Keep in mind that a motion to rescind or amend something previously adopted has special vote requirements. If previous notice of the motion is given, it can be adopted with a regular majority vote. However, if previous notice is not given, it requires either a two-thirds bote or the vote of a majority of the entire membership. In this case, the membership would be the membership of the board, rather than the membership of the organization, at least if it is the board that will be taking the action. In the case of a board, a majority of the entire membership may actually be a smaller number than would be required for a 2/3 vote. That would be especially so if all members are in attendance.

A while ago I typed a supplemental response to my post above, but for some reason it didn't post. So, here we go again: Guest Marc, if it is too late for the nominating committee to meet and make a report, such as might be the case if the election meeting is today, you still have other options. First, you can just forget about having a report from the nominating committee and take nominations from the floor. Also, write in votes must be allowed unless prohibited by your bylaws. The failure to have a nominating committee report would not render the elections void. It should have been done but wasn't done and that's that. Life goes on. Another alternative is to postpone the elections. Here is how you would do that: At the election meeting, once the elections become the pending item of business on the agenda or in the order of business, the assembly may postpone the elections until the next meeting (or until an adjourned meeting or a special meeting). You can also adopt a motion requiring the nominating committee to meet and report its nominations prior to or at the postponed meeting. If it's necessary to elect the nominating committee, you may do so at the same time. Then, at the postponed meeting, proceed with your elections as your normally would do, keeping in mind that nominations must still be permitted from the floor and write in candidates must also be permitted unless prohibited by your bylaws.

It should meet as soon as possible and make a report if it is not physically too late to do so before the election