Richard Brown

Keefe, my interpretation of the amended bylaw provision is the same as yours. This assumes, however, that there are not separate classes of confessing and non confessing members, but that the term confessing members simply means members. That term came up in a very recent thread and the original poster in that thread clarified that at least in his case confessing members simply means members. Ultimately, your organization has to determine exactly what that term means and who it includes.

I disagree with Guest Zev and agree with Mr. Martin and with Larry. There is no motion. There is no motion that has been suggested. The Nominating committee is basically a committee "with power"... the power to actually nominate (not suggest) members for the various positions. Once the committee makes its report, the members named have been nominated and the committee is discharged per page 435: "A nominating committee is automatically discharged when its report is formally presented to the assembly, although if one of the nominees withdraws before the election, the committee is revived and should meet immediately to agree upon another nomination if there is time." If the membership doesn't like the persons nominated by the nominating committee, the solution is to nominate and vote for others, but the report of the nominating committee is finished and its list of nominees have been nominated just as surely as if a nomination had been made from the floor.

What motion is suggested by the nominating committee report? The report is simply a list of the persons who the nominating committee has recommended for election. I don't think the assembly has the authority to change such a report.

Please quote for us exactly, verbatim, what the bylaws say about this. Please don't paraphrase, quote exactly. I don't know. It might depend on the exact wording of the relevant bylaw provision. Regardless, I don't think it renders the report of the nominating committee void, but it would enable the removing of the ineligible member as long as the breach continues. Once the report is issued without a point of order having been raised as to the possibly ineligible member, I think it's too late to do anything about it. The committee is discharged when it issues its report unless one of the nominees withdraws and it re-convenes to come with another nominee. (RONR p. 435).

I agree.

Yes to both questions. Edited to add: I suppose, if you are going to follow the letter of RONR, that the technically proper thing to do is to elect a chairman pro tem after the Secretary calls the meeting to order. However, I don't see that it really matters much in this situation. Another alternative, if the matter is really important enough, is for those assembled to decide on a course of action and hope that their decision will be ratified by the assembly at the next quorate and property called and noticed meeting. This assumes that the first meeting was properly called and noticed. If not, ratification would be out of order.

I agree with Mr. Huynh. Address him as "Mr. Chairman". Your minutes could reflect that either "The Chairman" or "The Vice President" was in the chair.

The quorum can be any number or percentage that your organization wants it to be. Fifty percent is not a majority. It is exactly half. The definition of a majority is "more than half". It's that simple. Not 50 percent. Not 51 percent. Not 50 percent plus one. But just plain "more than half". However, majority is only the default quorum in RONR. It can be whatever your organization wants it to be and can be expressed as a number or a percentage. In your case, if there 10 "seated" board members (whatever that means), and your quorum is 50 percent, then five members is your quorum. But, if your quorum is a majority of the members, rather than 50 percent, you would need six members for a quorum. One advantage of using a percentage (or majority) of the SEATED members is that if you have vacancies, the number of seated members is reduced accordingly until vacancies are filled. But with a fixed number as the quorum, you need that many members to be present regardless of how many vacancies you have. This can cause a real problem if several board members resign over some kind of squabble. It can then become hard or impossible to obtain a quorum.

I'm beginning to understand what is going on. Your bylaws do have some unusual provisions regarding the board and the executive Council. I agree that the board members can and should... if they want to... take back control of their own meetings. But, based on these bylaws and the way the EC controls things, it may not be all that easy. Based on the quoted bylaw provisions and the fact that the EC is actually controlling the meetings and the conference call setup, it might be hard for a board member to even seek or obtain recognition for the purpose of making a motion... any kind of motion. It seems like the "system" keeps the phone system muted, that someone else controls it during meetings, and there is no option for a member to seek recognition to make a motion. This is indeed strange. How do you make a motion if you cannot be recognized and all meetings are via conference call and the phone system is kept muted except for voting by pressing a number on the keypad? If someone else is controlling the microphone, it seems your voice is pretty effectively muted. Is it really that bad? Is the phone system during a conference call meeting really that tightly controlled? I think one thing is obvious: You probably can't do this on your own. You will need to get some other board members to support you in your efforts. If for no other reason, you will need their support if you are ever able to appeal from a ruling of the chair that what you are trying to do is out of order. Where would the president come down on efforts by you and other board members to take back control of your own meetings? Would he support you or would he take the same position that the rest of the EC is taking? Have you tried talking to him about this? What is his response? As your presiding officer, he SHOULD conduct your meetings properly and provide an opportunity for motions, etc. Whether he will do so is a different matter. btw, I still think you will be best served by consulting with a professional parliamentarian. I see several approaches you can take, but it's too much to go into here and requires personal dialogue and a much deeper understanding of what is going on.

Not based on any rule in RONR. There are no limits to the number of positions a person may be a candidate for in RONR. Any such restriction would have to be in your own bylaws. If your members believe this conduct is somehow "unseemly", your recourse is to elect someone else to one or both of the positions and/or to consider a motion of censure if you believe the conduct justifies a censure. It does not violate any rule in RONR but your members might find the conduct repugnant.

Contractor, that language is pretty common language in bylaws.... even to the point of being "boiler plate". I know you have said your organization has only a board and no committees, but in my opinion that language does not make the president a member ex officio of the board. Perhaps when the organization was formed and the bylaws were drafted it was anticipated that there would likely be committees at some point. I'm pretty confident that if the intent of the drafters of the bylaws was that the president be a member ex officio of the board they would have said so. Or they would have said that the board shall have three members, including the president. They said neither. Instead, they inserted the rather common bylaw language that the president "shall be a member ex-officio of all committees".

This makes at least five times we have told Contractor that a board of directors is not a committee. Reckon he gets it yet? Maybe part of the problem is that he was looking at the 100 year old 4th edition. I'm hoping that explains why we are having such a hard time convincing him that a board is not a committee.

Ahh, well, yes, I suppose he is. And I suppose he would be right if the appointment is for a fixed term.

First off, RONR does not mention recusal at all. It speaks only of abstaining. A recusal is sometimes mandated by state or local law when a public official has a conflict in a particular matter. But it is not even mentioned in RONR and is really outside the scope of this forum. Does she plan to just abstain from voting or to recuse herself from all consideration of the matter? To abstain means simply not to vote. A recusal, though not defined in RONR, is generally understood to mean that the member not only won't vote, but won't participate at all in the consideration of a motion. Abstentions and recusals are not "no" votes.... They are not votes at all. It is not counted either way. You either vote or you don't vote. If you don't vote, you have abstained from voting. Having a vote result in a tie is not a problem. A motion fails on a tie vote.

No, if you are talking about an ordinary standing or special committee, a member can be removed by whatever person or body put the person on the committee. The power to appoint includes the power to remove. There is no need to resort to disciplinary proceedings. Perhaps the following provision on page 177 of RONR will be helpful. Pay particular attention to the portion that I have bolded: "VACANCIES IN A COMMITTEE. The power to appoint a committee includes the power to fill any vacancy that may arise in it. The resignation of a member of a committee should be addressed to the appointing power, and it is the responsibility of that power to fill the resulting vacancy (see also pp. 467–68). Unless the bylaws or other governing rules provide otherwise (see pp. 497, 653), the appointing authority has the power to remove or replace members of the committee: If a single person, such as the president, has the power of appointment, he has the power to remove or replace a member so appointed; but if the assembly has the power of selection, removal or replacement can take place only under rules applicable to the motions to Rescind or Amend Something Previously Adopted (see p. 497). Committee members are presumed to serve until their successors are appointed. " Edited to add: Guest Guest 2: In the future, it is best to ask a question by starting a new thread rather than tagging onto a thread which is over three years old. Perhaps some forums do it that way, but in here we prefer that new questions be asked by starting a new thread even if it is similar to the subject matter of an existing thread.

If state law (or maybe even local law) requires a two thirds vote for the adoption of this type motion, the state law provision trumps (or may trump) the rule in RONR that the announcement of the chair is conclusive and that the motion is nonetheless adopted despite the chair's erroneous announcement. This becomes a legal question regarding the effect of the state law and is beyond the scope of this forum. You should check with an attorney, perhaps the city attorney, on that issue.

Not based on my interpretation of your bylaws. The president is a member ex officio of all COMMITTEES. The Board of directors is not a committee. No, for the same reason I gave for your first question. He is not a member of the Board of Directors unless he is appropriately elected or appointed to it following whatever your procedures are for becoming a board member. Apparently your directors are elected. This might ultimately be a question of bylaws interpretation, but I do not see where your bylaws make the president a member of the board. The president gets to vote only if he is a member of the body he is presiding over or has otherwise been granted voting rights. It is up to your organization to determine whether that is the meaning of its bylaws. Edited to add: The following provision on page 53 is clear that the presiding officer must be a member of the assembly that is meeting in order to vote: "Chair's Vote As Part of the Announcement, Where It Affects the Result. If the presiding officer is a member of the assembly or voting body, he has the same voting right as any other member. " (Emphasis added). Also, see FAQ No. 1 regarding when the president votes: http://www.robertsrules.com/faq.html#1

Huh? The nominating committee actually elects the members of the EC? I imagine the nominating committee just makes nominations and then some other body does the electing. That body is probably either the general membership or the Board. Are they elected from among the members of the board? Are there members of the EC who are not board members? You just aren't giving us the information we need in order to advise you. Again, we need to know a lot more about this organization's organizational structure. A member of the Board obtains the floor and makes a motion, perhaps a motion that the EC doesn't want the board to deal with. The motion should be immediately seconded. A member (a BOARD member) who opposes having the board consider the motion makes a point of order (unless the chair does it on his on) that the motion is out of order as the board has no authority to consider it. The chair then makes a ruling. His ruling, whatever it is, can be appealed to by any member appealing from the ruling of the chair. the appeal needs a second. It is debatable, but under special rules. The assembly (in this case, the Board) then votes whether to sustain or overturn the ruling of the chair. It takes a majority vote to overturn the ruling of the chair. The decision of the assembly is final and sets precedent unless the membership itself reverses the decision of the board. If there is no appeal, then the ruling of the chair stands. I suspect, though, since the president is on the EC and is likely one of those who wants to limit the power of the board, he will probably rule that the motion is out of order and you and one other member will have to appeal his ruling. THAT is how you get the matter resolved, short of a bylaws amendment or going to court or an edict from the general membership. If you do not have a copy of RONR, I suggest strongly that you get a copy asap. It's only about $12 from Amazon. Two other books you might consider are RONR in Brief and Robert's Rules for Dummies by C. Alan Jennings. Edited to add: The first two items on the home page are about RONR and RONR in Brief. http://www.robertsrules.com/

As Mr. Katz pointed out, unless you have some very strange bylaw provisions, the EC is not even present, as the EC, at board meetings. Members of the EC might also be board members, and if so, they are attending the board meetings in their capacities as BOARD members, not EC members. The board should have the authority to take up any business it wants to at its meetings unless prohibited from doing so by the bylaws or the membership. Unless the bylaws provide otherwise, the EC has no authority to tell the board what it can do or consider at board meetings. Without knowing exactly what your bylaws say about the powers of the board and the powers of the EC, I don't know what else I can say. The manner of operating that you are describing is absolutely not normal. We have all told you how things should work under the rules in RONR, which I assume is your parliamentary authority. You've got it topsy-turvy. The Board should be in charge, not the EC. The board should have the authority to direct the EC, not the other way around. RONR is very clear on that point. (Actually, under RONR, the membership has ultimate control, then the board, then any executive committee). Normally, the board has the authority to act on behalf of the organization between meetings of the membership and the executive committee has the authority to act on behalf of the organization between meetings of the board. The executive committee is at the bottom of the food chain, not the top, and it is subject to the orders of the board and the membership. The EC might direct the day to day operations of the organization, but under RONR and most organization power structures, it is still subservient to the Board and subject to orders from the Board. At this point, it seems to me this boils down to a matter of interpreting your organization's own bylaws. That is something only the members of your organization can do. Interpreting bylaw provisions is outside the scope of this forum. State law provisions can also be an issue. We can probably give you some guidance, but without knowing exactly what the bylaws say about the powers of the board and the EC, we cannot even do that. I have asked you to quote exactly what your bylaws say in this regard, especially regarding the powers of the EC, but you have declined to do so. A paraphrase is not sufficient. Words mean things and we need to see the exact wording in order to give you much more help. Based on what we have been told, I personally believe the EC, over time, has made a power grab not contemplated by nor permitted by the bylaws, but the Board seems to have acquiesced to that power grab. It's up to the members of the board to decide whether they are going to reclaim their power. Perhaps you need the services of a professional parliamentarian who can examine your bylaws and give your personal advice. Both the National Association of Parliamentarians (NAP) and the American Institute of Parliamentarians (AIP) provide referral services. Both organizations have websites which you can find with a simple Google search. The NAP is the larger of the two and also has a full time staff that might be able to help you find someone. I think we are at a dead end here without knowing what your bylaws say about the powers of the two boards (the EC is a board within a board).

Referring to Ann Rempel's comment about sending a motion from a cell phone, I think I heard a member express concern that there was no reply acknowledging that a motion the member submitted via cell phone had in fact been received and wasn't lost in cyberspace. That can be very disconcerting! I would think that some means of acknowledging receipt of electronic motions would be desirable. One of our regular contributors, Greg Goodwiller, PRP, handled many of the technical and IT aspects of the NAP convention. I emailed him about your post. He responded that he is out of town but will try to respond to your query tonight or tomorrow. I have no idea how many motions were submitted via cell phones and laptops vs being handed (or dictated) to the volunteers at the "Motion Table" to type into a laptop and submit electronically. I do not recall seeing any members other than the volunteers actually typing on those laptops, but it seems it could be done either way. I'm hoping Greg can elaborate on how the system worked. One of those "Motion Table" volunteers is also a regular contributor in this forum. I'm anxious to learn more about how the system worked, too.

I think we don't have enough information to properly answer your questions. For example, does this organization have a membership, or is it a "free standing" board with no general membership? How often does the board meet? What exactly do the bylaws say about the power and authority of the executive committee? How was it determined that the Board of Directors can vote only on things submitted to it by the executive committee? Normally, the executive committee will be subservient to the board and is subject to the orders of the board, not vice-versa. I guess I just don't understand your structure because this business of the EC holding the Board hostage is exactly backwards. I have a feeling that over time, the EC has started exercising more and more control and the Board has simply acquiesced and has become submissive to the whims of the EC. Edited to add: At your board meetings, are there members of the executive committee there stopping the board from taking up matters that the EC members don't want them taking up? Who is serving as "gatekeeper" for this? The following Official Interpretations might be of value to you. But, instead of talking about the "membership" and the board, in your case it is the "Board" and the "executive committee". The same principles apply. 2006-12 and 2006-13

Do you have some strange bylaw provision that requires motions to first be submitted to the executive committee? If not, the executive committee has no business telling the board of directors what business it may take up. On the other hand, depending on your bylaws, the board may well have the authority to direct the executive committee at least in certain matters.

The form of the tellers report for the minutes is fine. However, there is a bigger mistake. Unless you have a special rule of order to drop the name of the candidate with the fewest number of votes, or unless the rules were suspended to require it, you do not drop any names or have a run-off between just the top two. You vote again leaving all names on the ballot. And you do it again and again until someone is elected or voluntarily withdrawals. Or until the assembly suspends the rules or adopts a motion by a two-thirds vote to drop names from the ballot. Do your rules actually require that members put their names on their ballots? That defeats the entire purpose of a ballot vote. Is that a written rule or a custom? By definition, a ballot vote is a secret ballot unless the rules provide otherwise.

Agreeing with Bruce Lages, I believe we need more information. Per RONR, the chair MUST call for nominations from the floor after the nominating committee submits its report and prior to voting unless prohibited by your own rules. Edited to add: EXACTLY what do your bylaws say about the nominations process and especially this deadline for nominations? Please quote it exactly, don't paraphrase.

I'm afraid we need more information in order to properly answer this question.