Richard Brown

Intrmom, without commenting on what I think of the amendment itself, I will just say that I don't believe it is necessary. It is the membership itself which decides what constitutes cause. You do not need to spell it out. It is a judgement call as to whether you want to spell out examples. It is quite common for bylaws to provide simply that an officer or member may be removed for cause, with no further elaboration as to what constitutes cause. If it is a body other than the membership, such as the board or a trial committee that is conducting the trial, then that body decides what constitutes cause. It is also quite common for bylaws to provide that an officer or member may be removed with or without cause, again, without any further elaboration.

Agreeing with Mr. Novosielski, I would add that the reason only the four people who voted NO can move to reconsider is that a motion fails on a tie vote, so those four voted on the prevailing side.

I'm thinking he was elected to a two year term, but off the top of my head I can't cite you to any particular provision in RONR to back that up. Others might disagree. And might have a citation. Interesting question. Stay tuned.

This depends in large part on your bylaws and how much power they give to your board of directors. What do your bylaws say about the power of the board? In most cases, where a board has the power to act on behalf of the organization between meetings of the membership, the membership remains in control and may reverse actions of the board. However, in homeowner situations, associations, which this appears to be, the board is often given the exclusive power to manage the affairs of the association and the membership doesn't do much other than elect the members of the board. So, it depends mostly on your own bylaws and any controlling state law. You might see Official Interpretation # 2006-12 and 2006-13

Supplement to my answer directly above: Guest Gavelman, two additional points: First, Official Interpretation 2006-18 might be of interest. http://www.robertsrules.com/interp_list.html#2006_18 Second, if this was a ballot vote and the ballots have been securely preserved, it might be possible to order a recount. Although the purpose of a recount is to insure that the votes have been properly counted and tabulated, some of our regular posters believe that even if the vote count is the same after the recount that the chair may nonetheless correct his previous erroneous announcement of the result of the vote when announcing the result of the recount.. A recount can be ordered by a majority vote either at the same session as the election or at the next regular session provided it is within a quarterly time interval. It may also be ordered at a special meeting called for that purpose within the same quarterly time interval. Recount provisions are covered primarily on pages 418-419 and 444-445 of RONR. Whether the recount may be used for the purpose of correcting an erroneous declaration by the chair is a complicated and controversial issue. Here are links to three threads about the issue: (A couple of these threads discuss other issues as well): https://robertsrules.forumflash.com/topic/25665-correcting-voting-error/ https://robertsrules.forumflash.com/topic/25690-recounting-the-size-of-ronr/ https://robertsrules.forumflash.com/topic/30013-recapitulation/ Have fun reading!

Yes, it's too late. A timely point of order should have been raised at the time of the breach... when the vote (or winner) was announced. The chair's announcement stands. Also, rather than just declaring a winner, the tellers and the chair should have read the actual vote count aloud to the assembly before announcing the winner so that the members could have satisfied themselves that the announcement of the winner was correct. The correct form and manner of delivering the tellers report and declaring a winner is explained on pages 417 - 418 of RONR.

Yes, unless the bylaws provide otherwise. Good point.

Well, then, that does seem to give the outgoing commander the right (indeed, the obligation) to continue to serve until a successor is elected or appointed. That's the sort of language we were looking for. Edited to add: Actually, on second thought, I'm not so sure. I forgot that the new commander had been elected but resigned prior to taking office. I see how it can be argued that a successor was indeed elected but resigned and now the vice commander-elect will become commander on the date that the new officers are to assume office.

I'm not sure, because earlier in that paragraph I said the vice commander becomes the commander unless the bylaws specifically provide otherwise. This was my exact statement: " Unless your bylaws provide otherwise, your vice-commander, if you have such an officer, automatically becomes the Commander and the vacancy is (or will be) in the office of vice commander". Some bylaws do indeed provide that a vacancy in the office of president shall be filled in a way other than by the vice president automatically becoming president. I agree that if the bylaws are silent, the automatic ascendancy provisions of RONR would dictate that the vice commander automatically becomes commander. So, I really don't know why I added the sentence that seems to contradict the above! Good catch!

Unless your bylaws prohibit it, you take nominations from the floor. If you are voting by ballot, you also allow for write in candidates. You ask people to serve. I have a hunch that if somebody is nominated or elected as a write in candidate, , he or she will agree to accept the position.

What do your bylaws say about the duties of the vice commander? Do they say anything about serving or taking over in the case of the absence, death or resignation of the commander? It is very unusual for bylaws to not say...somewhere...what happens in the event of a vacancy in the office of the president/commander. But, assuming for the sake of argument that the bylaws are indeed silent about a vacancy in the office of commander, what do they say about the procedure for filling vacancies? Another question: Who is it who is telling you that the outgoing commander will stay on as commander "until it's solved"? Final question (which isn't necessarily determinative): Do your bylaws say that officers serve until their successors are elected?

It is permissible for the board members to be re-elected to the positions from which they were recalled (or to any other positions), but it is not appropriate for the president to arbitrarily delay filling the vacancies. The vacancies should be filled as soon as possible following the vacancy filling procedures in your bylaws. Depending on what this process is, it might be possible for the president to "slow walk" it, delaying it until the regular July elections. What do your bylaws say about filling vacancies? When do the terms of the recalled directors expire? And, since the elections are just a month away and the members appointed to fill the vacancies will serve only until the terms they are filling expire, what is the rush in filling the vacancies now rather than waiting until the elections in July? Is there a long delay between the date of the elections and the date the new directors assume office?

No, the person coming in second never moves up to first place to replace the person who was elected. Since the elections have already taken place, you have a vacancy in the office of Commander, which I assume is the equivalent of president. Unless your bylaws provide otherwise, your vice-commander, if you have such an officer, automatically becomes the Commander and the vacancy is (or will be) in the office of vice commander. That is assuming that your bylaws provide that in the event of a vacancy in the office of Commander, the vice commander becomes commander. If not, then you do have a vacancy in the office of Commander which should be filled in accordance with the vacancy filling procedures in your bylaws. Edited to strikeout the last two sentences. I don't know why I said that! If the bylaws are silent and RONR is the parliamentary authority, the vice commander automatically becomes commander in the event of a vacancy in the office of commander. Thanks to Bruce Lages for catching that.

There are no restrictions on it in RONR. Any such restriction would have to be in your own bylaws. As far as RONR is concerned, he can get back on whenever he can get elected.

I found an old thread which might help. The consensus in this thread, as well as a couple of others I looked at, seems to be that if the term of an outgoing officer ends on the date of the election and there is no provision for him to serve "until his successor is elected", and no successor is elected at the election, the office becomes vacant and the vacancy may be filled as provided in the bylaws for filling vacancies. However, this vacancy exists only until such time as the election is completed and a new officer is elected to the position. The society still needs to complete the election as soon as possible. Here is a link to one of those threads: https://robertsrules.forumflash.com/topic/22184-incomplete-election-vs-vacancy/ There are other threads that might shed light on the issue. The search terms I used are: "incomplete election vacancy" (without the quotation marks). Set the search criteria to look for all of the search terms rather than for just any of them.

This issue about whether and when these offices become vacant has been discussed in the past on this message board. As I recall, the consensus is that a vacancy may not be created on the date of an incomplete election, but the offices will become vacant at some future time if no one is elected to those positions. This has always been a confusing issue for me. As to exactly when the offices will become vacant in the sense of triggering vacancy filling provisions... as opposed to there being an incomplete election... I don't know. btw, if this organization is incorporated, the state non profit corporation laws might provide that officers continue to hold office until their successors are elected. So, Guest Jef231, if you are incorporated, or if this is a homeowner's association, you might check for applicable state law provisions regarding terms of office and vacancies.

While I agree that a resignation SHOULD be submitted in writing, and that the language on page 291 says that "A resignation is submitted in writing, addressed to the secretary or appointing power. . . ", (although it can be submitted orally in a meeting), I do not believe that submitting a resignation outside of a meeting in writing to the secretary is an absolute pre-requisite to a valid resignation. I think submitting it in writing to the secretary or appointing power is more of a "should" rule designed to prevent "he said-she said" disputes as to whether a member has actually tendered a resignation. Surely, at some point, if a member has verbally resigned and at the next meeting the society accepts the verbal resignation and months or years go by without the member paying any more dues or attending any further meetings, it can be concluded that he has, in fact, resigned. I would say the same thing as to a written resignation submitted to the president rather than the secretary. I cannot even conceive of a court ordering such a "member/former member" to pay back dues on the ground that the resignation was verbal and not in writing or submitted to the president rather than the secretary. I do agree that in this particular case, the society could perhaps take the position that the member has not resigned and refuse to accept the proffered verbal resignation, but then it has to contend with the fact that the dues have already been returned and the member has accepted the payment. It's time to move on. I say he has resigned. But, in the future, get it in writing.

At the next meeting, a motion should be made to accept the member's resignation. Until the resignation has been acted on, the member may indeed rescind it per the rules in RONR. As a practical matter, the fact that the member accepted the dues refund can be considered as evidence that he did in fact resign. Edited to add: Mr. Novosielski and I were posting at the same time. I agree that if either the president or vice president is authorized to accept resignations, then it is a done deal.

Guest Sylvia, I ask you again: What, exactly, do your bylaws say about calling meetings (special or otherwise) of this board/committee? Who is authorized to call them? What kind of notice is required? Please quote verbatim. Edited to add: Your vice president has no authority to call a special meeting of your board unless authorized by the bylaws. If this is a committee and not a board, other rules apply. You aren't giving us the information we need in order to properly help you. One more question: Do your bylaws actually say that this executive board is also your "rules committee"? Or is the rules committee set up separately? Or is it even specifically mentioned in your bylaws?

As Mr. Mervosh advised guest David Trykowski in the post immediately above yours, please post your question as a new topic.

Debbie, I agree with Mr. Martin and would emphasize that it is your SOCIETY... your MEMBERSHIP.... not any particular officers... who decide those issues by majority vote. Your membership decides how and when it is going to spend its money and what it is going to be used for.

I don't think we know enough yet to say that. For example, we don't know whether a meeting of this board / committee was actually called, who called it, and who the bylaws authorize to call such a meeting. And that's just for openers.

What, EXACTLY, do your bylaws say about terms of office of the officers? Is there any kind of a reference to officers serving until their successors are elected? Please quote that provision exactly, don't paraphrase. It might be that the outgoing officers continue to serve until their successors are elected. Aside from the answer to my question, the organization does need to elect a new president and vice president. It may well be that if people are nominated for these positions, they will agree to serve if elected. If the elections are by ballot (and if the bylaws call for elections by ballot, ballots must be used.... that provision cannot be waived or suspended), write in candidates must be permitted. If any positions are left unfilled after the election, you have an incomplete election that should be completed as soon as possible. If absolutely nobody is willing to serve as president, it may be time to dissolve the organization. The secretary and treasurer do not take on any special powers to lead the organization in the absence of a president and vice president, but as a practical matter the other members may look to them to provide some form of leadership until elections can be completed so that the organization does not become rudderless.

Questions: 1. What do your bylaws say about meetings of this "board aka rules committee" and how (and by whom) they can be called? 2. Do your bylaws specifically say that this "rules committee" is in the nature of an executive board? Or is it set up simply as a committee, much like any other committee, with no power to actually do anything without direction from the membership? 3. What do you mean when you say that the organization is an elected body? Is it a public body, as in a governmental entity of some sort?

The answer to all three questions is an unequivocal no.