Richard Brown

See pages 45 and 408, particularly 408 re not explaining a vote . Note: in the future we would prefer that you start a new thread to ask a new question even if your question seems to relate to an existing thread.

Guest TRN, we really need more information... especially as to what kind of "officer" was appointed and what the bylaws say about the power of the chairman to make the appointment in the first place.

This language on page 177 might be helpful: "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. "

I think I agree, but if no point of order is raised prior to or at the April meeting, and no election is held at the April meeting, won't the breach continue for the remainder of the supposed term of those officers, thus enabling someone to raise the point of the order well into the term? It seems to me that a new election should be held in April regardless of whether a point of order is raised. If no member raises a point of order, shouldn't the chair do it on his own? Or does the breach "cure itself" if no point of order is raised at or prior to the April meeting?

I concur with J.J.'s suggestion and urge you to pay particular attention to his suggested language that "Only persons nominated by the nominating committee shall be eligible for election as a Director". Stating that only those nominated by the committee are ELIGIBLE for election sets forth an eligibility requirement and prevents the rule from being one that can be suspended.

Guest Karen, as I believe the recent posts by Mr. Gerber, Mr. Honemann, Mr. Martin and Mr. Novosielski have pointed out, and as I stated in the very first response to your initial question back 20 something posts ago on page one of this thread, the election in February is not valid. The bylaw provision requiring elections in April cannot be suspended. The assembly can correct the problem by conducting the elections in April as the bylaws require. An election held prior to April is null and void and is subject to a point of order as long as the breach continues. The early election is not supported anywhere in RONR but is instead specifically prohibited. I will leave it to others to discuss whether the assembly, in April, may merely ratify the February elections or must actually conduct new elections. I think, based on the language on pages 124-125, that a motion to ratify would not be in order but I'm interested in what others have to say. Even if new elections must be conducted, it is certainly permissible for the members to privately discuss the situation among themselves in advance of the April meeting and agree that when the April elections come around, they will just elect the same people as they did in February. There can be no guarantee, however, that the outcome will be the same. Enough members may insist on a "do over" that the April results will be different.

How about this response by Mr. Honemann:

Weldon, I agree with George and John. I don't think the notice of a special meeting needs to specify the amount of the donation unless it is a motion which requires previous notice.

Guest Jim, a little more information would be helpful. Why does this committee member not have a vote? Is he a "non-voting member" by virtue of a provision in the bylaws? If so, please quote the exact wording of the relevant provision. If he is a member in all respects but without the right to vote, he may well have the right to make motions.

I had been wondering the same thing. I think she meant that Jones's vote would stand.

I agree.

RONR provides on page 440 that if a person is elected to two offices on the same ballot , the member must decide at the time the results are announced which position he will take. A new ballot is then taken on the other position. Unless the bylaws prohibit dual office holding, the member is still eligible to be elected again to the other office on a separate ballot

It has been my experience with nonprofit organizations that members holding proxies are usually given a separate ballot for each proxy held, eliminating the problem of different numbers of votes on ballots.

An organization that wishes to let a member parliamentarian serve without giving up the rights specified in RONR may adopt a special rule of order to that effect. My local NAP unit has adopted such a special rule of order because so many of the most knowledgeable members were unwilling to give up those rights in order to serve as Parliamentarian. Another "workaround" is to not have an official member parliamentarian, but rather for the chair to call upon a "knowledgeable" or "experienced" member for parliamentary advice as permitted by RONR on page 254 at lines 3 - 7.

It is ultimately up to your organization to interpret its own bylaws. However, the way I interpret the quoted provision from your bylaws, when read in conjunction with RONR, the quoted provision from your bylaws does not prevent nominations from the floor or write-in candidates. In order to accomplish that objective, I think the language would have to be much more explicit. If RONR is your parliamentary authority, it is very specific that nominations from the floor and write-in candidates (when there is a ballot vote) must be permitted unless expressly prohibited by the bylaws. I don't think you're quoted language accomplishes that. Edited to add: I think the bylaw provision which says "no other candidates shall be submitted for a vote" is meant to apply to the nominating committee.

The first one, (a), on lines 9-10, which says "a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly". The bylaws apparently require the elections to take place in April. The elections could be postponed once taken up in April, but they cannot be taken up prior to April. It could also possibly be argued that the early election violates section (c) regarding absentees, since the bylaws specify that the elections shall be in April and members have a right to rely on the bylaws and skip the February meeting since they know the elections cannot be held until April... regardless of any notices to the contrary that may or may not have been sent to the membership.

Well, not exactly. The minutes are not adopted. And they are not accepted. They are approved. RONR constantly refers to reading and APPROVAL of the minutes. Not once does it refer to "adoption" of the minutes.

In my opinion, the election was not valid since the bylaws require that it take place in April. It is also my opinion that this constitutes a continuing breach and that a point of order could be raised as long as the improperly elected officer remains in office. If a point of order is raised, and it must be raised in a meeting, the president would rule whether the point of order is well taken. The president's decision could then be appealed to the assembly, which has the final word.

Or do as Shmuel Gerber suggested and adopt a special rule of order that any items of business for which previous notice has not been given require a supermajority vote, such as a two-thirds or three fourths vote, for adoption.

I agree with my colleagues that the president has no business creating a rule as to how the approval and or publication of the minutes is to take place. That is beyond the scope of her authority. She has every right to request that the secretary submit the draft minutes to her, but she has no right to insist on it and the secretary has the right to ignore the request. Whether to publish the unapproved draft minutes in the newsletter, with or without added notes of the president, is a decision which the newsletter editor and or the organization has they right to determine for itself. Apparently the custom has been to publish the unapproved draft minutes. Whether that custom is based on an adopted motion from years past is something we don't know. I agree with Dr. Stackpole that if the minutes which are being published are unapproved draft minutes, that fact should be made very clear with each publication. Just out of curiosity, what, if anything, do your bylaws or other rules say about the minutes being published in the newsletter?

I agree with my colleagues and would point out, regarding the lack of a second, that the lack of a second becomes immaterial and is waived once debate begins without someone making a timely point of order Although mistakes were made, none of them are of such a nature as to invalidate the adoption of the motion..

I'm familiar with all three editions of Robert's Rules for Dummies and don't recall any of the quoted provisions regarding "restatement" of bylaws in any of the editions. Mr. Jennings is an outstanding Parliamentarian and I believe all three editions are excellent books which can be a great help in understanding RONR. I have found them very true to RONR . As Mr. Jennings says himself, his Dummies books are not intended to be substitutes for RONR, but rather are books about RONR. I recommend them frequently. The current edition is the 3rd edition.

Intriguing scenario. Edited to add: I made the above post before having read mr. Honemann's post. Now I'm not really sure what to think. I guess I need to go back and carefully reread some responses.

Guest Lori, if an adopted motion violates the bylaws, someone should raise a point of order IN A MEETING that the motion conflicts with the bylaws and is null and void. The chair rules on the motion. Any two members may appeal from the ruling of the chair (the member appealing and someone to second the appeal). Such an appeal is debatable, but is subject to special debate rules, primarily that each member gets to speak only once, but the chair may speak twice: once to explain the basis of his ruling and again at the conclusion of the debate. It takes a majority vote to overturn the decision of the chair. The decision of the assembly is final. Past custom, if it violates a rule, falls to the ground once a point of order is made and sustained that it violates the rules.... in this case, that the adopted motion violates the bylaws. A point of order that an adopted motion violates the bylaws may be made at any time during the continuance of the breach....which might be months or even years.

I agree with Mr. Mervosh and would add that since this is a city council, it quite likely has its own rules which would supersede the provisions in RONR. The council procedures might also be subject to State statutes regarding these matters.