Richard Brown

To get right too the point, yes, comments of the type you describe are inappropriate and are a breach of decorum and are not permitted. Comments of that type can subject the member to discipline up to and including expulsion. However, disciplinary matters are rather complex and I suggest you get a copy of the current 11th edition of RONR and study Chapter XX on discipline. It's 26 pages of detailed information on how to handle various situations. The member should be called to order whenever he makes such comments.

Yes, I suppose that if the rule prohibiting nominations after the October meeting (or requiring them by the October meeting) is construed as a qualification or prerequisite for holding office, it would have the effect of prohibiting write-in votes. However, I believe that a bylaw provision could be drafted which requires that in order for a candidate to be listed on the ballot or to be considered as having been nominated, he must be nominated by the end of the October meeting and to also provide that such a rule cannot be suspended. Such a rule, if properly drafted, would prohibit nominations after the October meeting, but would not prohibit write-in votes. Whether that is the effect of the quoted bylaw provision is a matter of bylaws interpretation in my opinion. We don't know what the folks who drafted that provision intended. I think it is ultimately up to this society to decide exactly what the quoted provision means. For whatever it is worth, my own opinion is that it is probably in the nature of a special rule of order that can be suspended with a two thirds vote.

I agree with Dr. Stackpole. The person or body that had the authority to make the original appointments almost certainly has the authority to fill vacancies. As far as who serves as chairman, that will also depend on how the committee was initially created and populated. If the chairman was appointed by the president, then the president probably has the authority to appoint a new chairman. If the committee elected its chairman, then the committee most likely has the authority to elect a new chairman.

Guest Derek, I have a question. You referred to having to conduct elections, plural. Is this meeting your regular election meeting where you will be electing all officers or is this a special election just to fill a vacancy? I believe the answers so far are based upon our assumption that you actually are the president and became the president instantaneously upon the resignation of the previous president and that you are merely filling a vacancy in the office of Vice President at this meeting. However, if this is your regular election of officers, then the new president may or may not take over immediately upon his election. The answer to that question may depend upon your bylaws. Unless your bylaws provide otherwise, elections take effect immediately, instantly, and the new president might indeed take over immediately upon his election. So, if this is a regular election, check your bylaws. They will generally provide for when the new officers take over, such as upon adjournment of the meeting or at some future date.

I agree with Dr. Goodwiller. Government bodies frequently adopt motions to deny something, such as to deny a zoning variance or an alcohol license. We parliamentarians, relying on RONR, may believe that a motion to deny something is inappropriate, but it is quite common with local governmental bodies such as city and county councils, zoning boards, etc. One needs to consult the rules and governing documents of that body for answers in those cases.

I'm not sure where this came from. The 12th edition of RONR has not yet been published. The current edition is the 11th edition. (Note: There are mentions on Amazon of a 12th edition, but I assure you there is no 12th edition yet. Its expected publication date, I believe, is some time in 2020.

Although I agree completely with the previous answers, I will say that I have seen organizations do exactly what your organization appears to be contemplating. You can maybe get away with it as long as the member accepts what you do and doesn't want to pursue anything legally. We don't give legal advice on this forum, but I think I can point out that if a member believes that he has been wrongfully "expelled" and feels strongly enough about it, he might consult an attorney and from there anything can happen. I am personally aware of organizations having been sued for "wrongful expulsion" and have even been involved in such a case. Speaking personally, If I was a member of an organization wanting to get rid of a member, I would want it to afford the "unpopular" member due process of the type specified in chapter XX of RONR. Edited to add: I have found that when there is a "difficult" member in an organization who many members would like to have leave the organization, you can often convince the member to voluntarily resign by having one or two officers or other members whom he respects talk to him one on one and convince him that he should offer to resign. Sometimes telling him that he will face expulsion proceedings if he does not resign voluntarily is all that is necessary.

I agree in part and disagree in part with Josh Martin's comment above. I will comment below each quote. I agree completely with this statement. I have somewhat of a problem with this statement. First, I'm not sure the statement in the bylaws that no more nominations shall be taken after the October meeting is in the nature of a rule of order. It strikes me that the society might well consider it to be in the nature of a qualification for office: In order to be elected, a member must have been nominated by the October meeting. If that provision is construed as being in the nature of a pre-requisite or qualification for office, then nominating someone after the October meeting would not be in order. However, if the provision at issue is indeed in the nature of a rule of order, then I believe it would require a two thirds vote to suspend it and to nominate someone at the November meeting. This is something that I think it is ultimately up to the organization itself to interpret. I do agree that a third possible interpretation of the provision is that it is no different from the adoption of an ordinary motion to close nominations and that nominations can be re-opened by a majority vote. However, I do not believe that is the intent of the provision. I believe it is either in the nature of a pre-requisite for holding office or that it is in the nature of a special rule of order and would require a two thirds vote to suspend it and reopen nominations. I do understand Mr. Martin's reasoning, but I think it is ultimately up to this society itself to interpret that bylaw provision. I'm not willing to say that nominations can be re-opened at the November meeting with a majority vote. I think the provision in question is designed to prevent that.... or at least to prevent it without a two thirds vote. I also agree with Mr. Martin that, regardless of whether nominations may be reopened, write in candidates are permitted unless there is a rule we don't know about which prohibits it. I'm afraid i disagree with the statement above by my friend Weldon Merritt. I do not believe that making a parliamentary inquiry as to whether it is in order to nominate Rudolph Reindeer for president at this time amounts to actually making the nomination. It was an inquiry only. I think that if the chair responded with ,"No, it is not in order at this time", the member must nonetheless proceed to actually make the nomination if it is to be considered made. The chair can then rule it our of order... or not.

All minutes, whether of the general membership, a board or a convention, should be signed by the secretary. Here is the applicable language from page 471: THE SIGNATURE. Minutes should be signed by the secretary and can also be signed, if the assembly wishes, by the president. The words Respectfully submitted—although occasionally used—represent an older practice that is not essential in signing the minutes. Note: If you have a customized rule that provides otherwise, you should follow your own rule. Edited to add: I just realized you referred to the minutes of a board COMMITTEE. Committees do not usually keep minutes as such, but the chair keeps notes as necessary. The following language on page 500 is illustrative: "COMMITTEE PROCEDURE. In small committees, the chairman usually acts as secretary, but in large ones and many standing committees, a secretary may be chosen to keep a brief memorandum in the nature of minutes for the use of the committee." RONR makes no reference as to whether or by whom committee minutes should be signed.

It depends on the exact wording, if any, of the provision in your bylaws regarding term limits, but if your bylaws are silent, RONR defines serving more than half a term as equivalent to serving a full term for term limit purposes. Here is the language from page 448: In filling vacancies for unexpired terms, an officer who has served more than half a term in an office is considered to have served a full term.

It's because, despite the citation George posted above, RONR says REPEATEDLY, throughout the book, that the minutes are to be APPROVED. Not once does it suggest a motion to "adopt" the minutes. Don't we spend enough time on this forum trying to get people to use the correct terminology that you can go along with what is CLEARLY the preferred usage in RONR? See, for example, Motion # 45 in the tinted pages. It's even listed as "Reading and Approval of Minutes" in the standard order of business. That is the terminology used throughout the book. Try looking up "adopt" the minutes in the index. You won't find it using any variation of the word. But you will find 17 entries in the index under "Reading and Approval of Minutes".

I think that is a practical matter it does not matter which term is used: approve, accept, or adopt. If I recall correctly from what I read a few minutes ago, RONR uses the term "accept" once and "adopt" twice when referring to the auditor's report. I suppose the safest course may be to adopt the report, but I really think it makes no practical difference.

Guest Happy, please post your question by starting a new topic. The instructions are in the first pinned Post in the general forum. Edited to add: here is a link to the pinned post with instructions for posting that I was referring to:

I agree with the previous answers. However, if you have what is really an urgent or time-sensitive item of business which needs to be decided at this meeting, you do have another option, although it is risky. Even though there is not a quorum, the members present may vote to adopt a motion or to take action on something nonetheless. However, this is risky because it is not official action of the assembly. The members who voted to adopt the motion (or to take the action) are acting on their own and can wind up being personally liable for any damages or expenses incurred by virtue of the motion unless the action is ratified by the membership at a future meeting with a quorum. Whatever motion or action that was approved in the absence of a quorum is null and void unless and until ratified at a future meeting. If it is not ratified, the members who adopted the motion or took the action can be personally liable. Therefore, that sort of action should be reserved for those rare instances when some type of emergency action must be taken and you are confident that the membership will ratify it at a future meeting.

It is clear and explicit throughout RONR that every member has the right to vote on every matter that comes before the assembly at a meeting at which he is present. There are very few exceptions and this is not one of them. A search of this forum will also reveal many threads where that point is made crystal clear. A member need not have been present at a meeting in order to take part in the approval of the minutes of that meeting at a future meeting.

Yes. There is no requirement that a member must have attended the meeting in question in order to have a say in approving the minutes of that meeting. Any member who is present at the meeting at which the minutes are being approved may offer corrections to the minutes. In addition, even after the minutes have been approved, any member, at any meeting, may offer additional corrections to the minutes in the form of a motion to amend something previously adopted. I cannot give you a citation at the moment because I do not have access to RONR. However, I will provide you one in a few minutes unless someone else does so first

Do you have a copy of the 11th edition of RONR?

I agree. That has been my position from the beginning and from my first post. That bylaw provision does not strike me at all as a rule of order. It is a qualification for a committee appointment and for the actual creation of the committee. A committee of this type cannot be formed without board approval.

The point of order should be that the creation of the committee did not conform with the bylaws and that the actions creating the committee are null and void and the committee does not exist

More information would be helpful, but it seems to me it is best that your bylaws and your other rules use the same terminology when referring to different classes of membership. What is most important is that the bylaws clearly define the different classes of membership and clearly state who or what provisional members are and what rights they have

This statement is correct in that a candidate cannot actually be dropped as a candidate and therefore become ineligible for election without a provision in the bylaws permitting it. However, I think it is important to point out that a motion or Special Rule of Order may be adopted that removes certain candidates, such as those with the fewest number of votes, from subsequent BALLOTS. In such a case, those persons, although no longer listed on the ballot, are still eligible to be elected by virtue of write-in votes.

Agreeing with Mr. Novosielski, I would not put it in the bylaws, either. Providing for some details in the bylaws as to how and by whom the salary should be determined would be permissible, but not even that is necessary. That sort of thing is usually set by motion or standing rule. A simple statement that "the salary shall be determined by the board of directors" should be quite sufficient.

Thanks to Atul Kapur for his post above. We frequently forget that with a small board (or even with a very small membership), it might be easier to get the votes of a majority of the entire membership than a two thirds vote. In the case at hand, a vote of 6 to 5, if there are 11 members on the board, would indeed constitute a majority of the entire membership (of the board) and would be sufficient, even though it is not a two thirds vote which would require a vote of 8 to 3. A majority of the entire membership (of the board) is actually a smaller number (6).

Just to be clear and to give a somewhat more complete answer: A motion to amend or rescind something previously adopted can be adopted by an ordinary majority vote if previous notice is given. A majority vote, unless they bylaws specify otherwise, is the majority of those present and voting, not a majority of those present nor a majority of the entire membership. If previous notice has not been given, the motion to rescind or amend something previously adopted requires either a two-thirds Vote or the vote of a majority of the entire membership. A two-thirds vote, just as with a majority vote, means two-thirds of those present and voting, not two-thirds of those present. If there are twice as many yes votes as there are no votes, that is a two-thirds vote, regardless of how many people are present. Abstentions do not count and are ignored, just like when calculating a majority vote. If you are still unsure about, say, the difference between a majority vote, the vote of a majority of the members present, or the vote of a majority of the entire membership, please let us know and we will try to explain it further. The same goes for the different methods and meanings of a two-thirds vote, such as a regular 2/3 vote, the vote of two-thirds of the members present, or a vote of two-thirds of the entire membership. They all mean something different. BTW, as Mr. Huynh suggested, in the future, please post new questions by starting a new topic, even if it seems to fit in with an already existing topic

Casey, that really doesn't tell us anything. We really need more information about the nature of the two motions. We especially need to know if the second motion was related to the same subject matter as the first motion. For example, was that a motion to handle the matter differently? I really don't know what you mean when you say the second person did not prefer the details of the first motion. That leads me to believe that the two motions were related, or at least dealt with different ways of dealing with the same subject. Edited to add: at this point I am inclined to agree with Dr. Kapur's post above, but we really need a little more information. Edited again to add: it would not have been proper to just ignore the first motion and deal with the second one, but if the second motion was in the nature of a substitute motion, it would be proper to deal with it first.