Richard Brown

It depends on whether your bylaws give the board the exclusive (and final) authority in this matter. If the board does indeed have exclusive authority to deal with discipline, then the board's decision is likely final. But, if the board does not have the exclusive authority to deal with discipline, the membership may reverse the board's decision. You might look at official interpretations 2006-12 and 2006-13 for more information. Edited to add: For detailed information on disciplinary procedures, see Chapter XX of RONR. Also, keep in mind that it may require a close reading of your bylaws to determine whether the grant of authority to the board to handle discipline is an exclusive grant. Just granting the board the power to determine issues of discipline is not the same thing as granting the board the sole and exclusive authority over discipline. It is up to your organization to interpret its own bylaws on that issue.

Beverly, I'm afraid the answers to your questions will have to be found in your own rules and bylaws (and possibly state law). These issues are not covered by RONR. It is up to your organization to interpret its own bylaws and rules.... we cannot do that for you. Keep checking back. Someone might have a useful suggestion.

Agreeing with the others, that supposed "rule" is not in RONR because there is no such rule. Any member may propose amendments. Ask those who are claiming there is such a rule to show it to you.

I agree with Mr. Huynh. In my opinion the committee still had the authority to produce a list of nominees, provided a quorum is present.

Then if all of your board members are voting members, the provision in the bylaws requiring a two-thirds majority of all voting board members might well mean a regular 2/3 vote, which would be two thirds of those board members who are present and voting rather than 2/3 of the entire board. It is up to your organization to determine just what that language means, but it is not the language that RONR suggests when a vote of two-thirds of the entire membership of the board is required. In the vote you described to us, you did have a two-thirds vote, you just did not have a vote of two-thirds of the entire board.

A motion of censure, which is not necessarily considered discipline and is easier to impose, might also be in order.

Do you also have non-voting board members?

Well, that's one way, but it's not the only way. Page 177 makes plain that the appointing authority has the power to "remove or replace" appointees: "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. "

I concur. With all three statements/paragraphs. And I guess I'm one of those who finds this board truly entertaining at times! And equally frustrating at times!

Agreeing with both Mr. Honemann and Mr. Lages, you might look at Official Interpretations 2006-12 and 2006-13.

Note that if this is a board of no more than about a dozen members, under the small board rules of RONR the president may make motions, debate, vote and participate along with all of the other numbers. If this is not a board meeting, but a meeting of the general membership, then the rule as stated above by Mr. Geiger applies Edited to add: Upon re-reading the "Small Board Rules" on pages 477-478 of RONR, I notice that although voting and speaking in debate are specifically listed as things the chair can do when operating under the small board rules, making motions is not one of those items specifically mentioned as permissible. However, the footnote on page 478 does seem to indicate that the chair can make motions if he desires to do so. Here is the text of the relevant provision from the "Small Board Rules": "If the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions.** And here is the wording of the footnote indicated by the two asterisks: "**Informal discussion may be initiated by the chairman himself, which, in effect, enables the chairman to submit his own proposals without formally making a motion as described on pages 33–35 (although he has the right to make a motion if he wishes). " My takeaway from that is that the chair may also make motions when operating under the small board rules, but I welcome further discussion on that point. Perhaps the footnote is simply making an indirect reference that the chair always has the right to make motions, debate and vote, but should refrain from doing so in order to maintain an appearance of impartiality.

The provision granting the board authority to fill it's on own vacancies might well be intended to give the board that authority along with the power of the general membership, which presumably elects the board, to do so. The language of that section does not appear to give the board the exclusive authority to fill vacancies.

It is ultimately up to your organization to interpret its own bylaws and to resolve the apparent conflict, but my personal interpretation is that the board is supposed to have 10 members and that the remaining members of the board should fill any vacancies as soon as possible to maintain that level of membership.

Guest Arthur, I'm not so sure you have that exactly right yet. Unless your bylaws say the bylaws can be amended without previous notice, the previous notice referred to in RONR must be given either at the previous meeting or in the call of the current meeting. Having the bylaws committee chairman "give notice" in his report at a meeting that the committee is proposing a bylaw amendment to be voted on at that same meeting is not proper. You never did answer Gary Novosielski's request for you to clarify this statement of yours: and Mr. Novosielski's unanswered question: I think we need an answer to that question.

Maybe I'm missing something, but I still don't understand your board structure. However, if the president is a member of the board then he almost certainly has a vote at board meetings regardless of how he got there. But, if it is a large board of more than about a dozen members present at a meeting, and if he is presiding, he should vote only when his vote will affect the outcome. He has the right to vote, but should refrain from voting in most cases. However, in a board of no more than about a dozen members, the presiding officer votes and participates just like all the other members. I fail to see how your original statement about the president being an ex officio member of all committees has anything to do with this if you are referring to his role in a board meeting. A board of directors isn't really a committee. If you are referring to a committee and if he is an ex officio member of the committee, he has the same rights, including the right to vote, as all of the other committee members. Stay tuned. Perhaps someone else understands your question better than I do. Or perhaps you can try again to clear it up for us.

Contractor, what kind of a meeting are you talking about? A meeting of the general membership? A board meeting? The executive committee? A standing or special committee? Also, is he serving as chair of whichever body is meeting? He probably does have the right to vote, but we need more information in order to properly answer your question

Although I like that concept and as a practical matter the club might be able to get away with it if no one raises a point of order, I doubt seriously that it is the type of "consent" contemplated by RONR in this provision on page 89 to receive notices via electronic means: "When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a ) by postal mail to the member's last known address; or b ) by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice. " Among other problems with the assumption you suggest, we do not know if all members are actually receiving the email notices or if they even know that email notices of meetings are being sent. You can't object to something you don't know about. And RONR doesn't speak in terms of an obection, it requires affirmative consent.

The notices probably need to go by u.s. Postal Service snail mail or hand delivery unless your bylaws authorize email notices, state law requires that they be accepted, or your members have consented to email notice.

It depends on whether the meeting was being held in executive session. If so, what was discussed is secret and may not be disclosed to others outside of the members of the body which was meeting, with certain exceptions. If the meeting was not in executive session, and if you have no other applicable rule, the members are free to discuss what transpired with anyone they choose to.

RONR provides on page 596 that when notice of a proposed bylaw amendment has been given, the matter should be treated as a general order at the meeting at which it is taken up. Therefore, if your organization follows the standard order of business, the bylaw amendments would be taken up after reports and special orders and prior to new business. From page 596: "When notice has been given of a bylaw amendment, it becomes a general order for the meeting at which it is to be considered" For the standard order of business, see page 26. Edited to add: If the proposal is coming from a committee, I think it could be taken up either under committee reports or "unfinished business and general orders".

If RONR is your parliamentary authority and your bylaws are silent as to the quorum requirement, RONR provides on page 346 that in an organization such as you have described yours it is a "majority of all the members". Here is the precise language: "In any other deliberative assembly with enrolled membership whose bylaws do not specify a quorum, the quorum is a majority of all the members."

As to Ms. Harlos' concern that a resolution asking a committee member to resign from one of the two seats held by that member exceeds the scope of the committee's charge, I would point out that the bottom of page 343 of RONR permits an assembly to adopt a motion that is outside the object of the assembly by a two thirds vote. Here is the pertinent language: "No motion can be introduced that is outside the object of the society or assembly as defined in the bylaws (see p. 571), unless by a two-thirds vote the body agrees to its [page 344] consideration. Except as may be necessary in the case of a motion of censure or a motion related to disciplinary procedures (61, 63), a motion must not use language that reflects on a member's conduct or character, or is discourteous, unnecessarily harsh, or not allowed in debate (see 43). " See also the top of page 571 re the adoption of motions outside the object of the assembly.

I agree with Dr. Stackpole that pursuant to RONR a person or body that appoints a member to a committee has the power to remove or replace that member. So, it does seem that a resolution directed to one of the appointing bodies requesting the replacement of a member might be in order, but I am less certain of this second sentence than of my first sentence for the reasons set out below. If an official request would not be in order, perhaps private conversations between the members of the committee and the members of the appointing body might work. RONR certainly does not prohibit private conversations and requests outside of a meeting context. As to whether a committee may pass a resolution requesting that one of its members resign from one of the two seats held by that member, I am far from certain, but I am going to go out on a limb and say that I think such a resolution would be in order since it is a mere request. I know others might disagree. I also believe that the committee members are free to privately request that the member resign from one of the two seats. And, of course, the member is free to ignore such requests. RONR imposes limits on the discipline which can be imposed by a committee on one of its members, requiring that many such matters be referred to the committee's parent body. In this case, I'm not sure who (or what) the "parent body" is. Is it the convention itself which will not be meeting for several months? Is it the national body that made one of the two appointments and that carries on the work of the society between conventions? Is it the state assembly that made the other appointment? Here is a key provision from page 501 of RONR: "A standing or special committee may protect itself against breaches of order by its members during committee meetings, and against annoyance by nonmembers, by employing the procedures outlined on pages 645–49, but the committee, instead of itself imposing any penalty on a disorderly member, can only report such behavior to the committee's parent body, which may then take such action as it deems advisable. However, if there will be no opportunity for this to occur within the time needed to effectively resolve the problem and enable the committee to complete its assigned tasks, the committee may protect itself against such disruptive behavior by requiring the disorderly member to leave the meeting room during the remainder of the meeting." The above statement seems pretty clearly intended to apply to breaches of order by its members during meetings. I don't think we have a true breach of order here in the sense contemplated by the quoted passage. However, the issue may well be hindering the committee in completing its assigned task of making platform recommendations. I do not think a non-binding resolution requesting that a member resign from one of two seats constitutes discipline or a penalty. it seems to me that a motion of censure directed to the member might also be in order. RONR is clear that a motion of censure is not necessarily discipline, but merely an expression of disapproval. (See footnote on page 643. Also page 137). It seems that there is little, if any, difference between a resolution asking a member to resign from one of two seats and a motion of censure directed at the member due to her (I assume we are still talking about Ms Smith) refusal to resign from one of the two seats she holds. I look forward to the discussion on this. Caryn Ann, don't you just love having to deal with all this??!!

I agree with Chris Harrison's post. However, I'm curious as to what is meant by the bylaw provision which says the president "will have none but a casting vote"?

Agreeing with my colleagues, another option is to amend your bylaws to change the date that the newly elected officers take office.