Richard Brown

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.

Agreeing with my colleagues, this "new constitution" (which is what a revision is) is subject to amendment prior to adoption just like any other motion is. It really doesn't matter if it is an amendment of only one bylaw or constitution provision, a complete revision, or a "new constitution" (which, again, is a revision).... each and every part of it is subject to amendment unless you have some superior rule that prohibits amendments. In fact, it is even more susceptible to amendment than most other motions because there is no "scope of notice" requirement when considering a revision (a new set of bylaws or constitution). Every part of it is wide open to amendments. No subordinate group (such as your board) or group of people (such as your officers) can prohibit amendments or require an "up or down vote". As others have said, the assembly can suspend the rules by a two thirds vote to prohibit amendments, but this cannot be imposed upon the membership. The membership itself must vote to suspend the rules to prohibit amendments. And doing that requires a two-thirds vote of the membership.

What do you mean by your final phase "if the voting window was still open"? Was this vote taking place in a meeting or over a period of days, such as with a mail-in Vote or email vote? Edited to add: Regardless: of any question of retroactivity, it seems to me that if the member who was dropped due to non-payment of dues pays his dues and is reinstated, if a vote is still taking place at the time of his reinstatement, he would be eligible to vote. It is up to your organization to resolve the issue of retroactive reinstatement.

I agree with the responses by my colleagues and commend Mr. Katz for tackling each of the numerous questions.

Nothing in RONR prohibits it. Based on RONR, they are just as eligible as all other members. I guess it's conceivable that some IRS rule or state law prohibits it, but I have never heard of such a restriction. Any such restriction would normally be found in your own bylaws. Edited to add: as far as the rules in RONR are concerned, it makes no difference if this is a 501c3 non profit organization .

Yes. Yes, unless prohibited by law, but you might want to think long and hard before doing so. Who would want to belong to an organization where the minority has no rights whatsoever? And why would you want to propose such a thing?

Aw, C'mon! Really???

Mr. Ursillo, I agree with my colleagues on every point they have made in this thread. This was not at all handled correctly. The Executive Committee (or the Board) cannot vote by email or any other form of absentee voting unless specifically authorized by your bylaws. The bylaws committee has no business conducting the vote of the Executive Committee or trying to exercise authority over it in any way. Your request to the president to find a replacement for you... no rush... was not a resignation in my opinion. But, even if it was, it had not been acted on and you had the absolute right to withdraw it. So, that is a moot point. You were (and presumably still are) a full fledged voting member of the board (or executive committee...whichever). You were entitled to notice of all meetings and votes and to participate fully. The president almost certainly was so entitled as well unless you have an applicable rule that prohibits it, at least if this is a board of no more than about a dozen members. If RONR is your organization's parliamentary authority, whether by adoption in the bylaws or by motion or by custom, you are bound to follow it whenever it is not in conflict with your own rules. It specifically prohibits any and all forms of "absentee voting" (email, snail mail, phone, text message... whatever) unless specifically approved in the bylaws. Granting the membership the right to vote on certain things by mail or email does not grant the same right to the Board, Executive Committee or any other committee or subordinate body. Please understand that the colleagues who have responded know what they are talking about and their answers are correct.

For starters, you might see FAQ No. 20: http://www.robertsrules.com/faq.html#20 I am assuming your "poa" is a property owners association. If so, such entities are sometimes subject to special state laws which would trump the rules in RONR. If this is such an organization, you might check into whether there are state laws regarding removal of directors of a homeowners association.

Very good, Guest Student!

I agree with Dr. Stackpole. Once your introduce electronic voting, you are essentially on your own and must promulgate your own rules for dealing with all the problems surrounding it.

Agreeing with my colleagues, the board had every right to take up the matter in March, but there is also nothing wrong with postponing the matter if that is what a majority of the board members present want to do. All that matters is whether you have a quorum. it doesn't matter who was or was not at a particular meeting.

Agreeing with my colleagues, and with specific thanks to Shmuel Gerber for his quotes from RONR regarding the duties of the secretary, if your organization is incorporated or somehow subject to state statutes regarding your type of organization (such as a homeowner association), state law MIGHT provide that regular members of such an organization are entitled to have access to other records, such as minutes of board meetings. But, based solely on RONR, only board members normally have a right to view minutes of board meetings.

Are you sure that the bylaws or other governing documents don't prescribe a parliamentary authority (manual) for use by the assembly? If so, you are bound to follow the rules in that manual. If your organization truly has not adopted a parliamentary authority, you are assumed to be bound by the "common parliamentary law" which has been laid down over the centuries. RONR is based on the common parliamentary law and sometimes said to be a codification of it. This what RONR says on page 17 about organizations that have not adopted a parliamentary manual: "Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority. " So, your association might be... or can be.... using RONR (or some other manual) as its parliamentary authority based on custom. Keep checking back. I imagine others will elaborate.

Guest Steve, please quote for us EXACTLY what your bylaws say about these committee chairs serving ex officio and about them not having the right to vote. Don't paraphrase... quote exactly. Edited to add: It is my firm opinion, and the opinion of many other regular posters, that members have all of the rights of membership except for those specifically withheld or prohibited by the bylaws. If it is intended that they not be able to make motions the bylaws should say so, just as the bylaws should say so if they are to have their rights to debate or to attend meetings in any way restricted. Edited again to add: As the answer to FAQ # 2 points out, ex officio members have exactly the same rights as all other members. Here is the pertinent quote: " Without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including, of course, the right to vote." In the case of your organization, your bylaws restrict only the right to vote.

QBIC, is there any language anywhere in your bylaws to the effect that officers or board members serve until their successors are elected? If so, please quote it exactly.

RONR defines abstaining as simply not voting. There is nothing in RONR to indicate that a person who abstains from voting must also refrain from participating in the debate. Recusal is a term more often associated with public bodies, and state law or a local rule might require a member with a conflict of interest or a personal interest in the subject matter to recuse himself. This is outside of RONR, but I agree with Mr. Harrison that to recuse oneself from consideration of a measure usually means to not participate in its consideration at all. That is something that might be defined by your state law or local ordinances or rules if the assembly is a public body. It is not addressed in RONR.

It is absolutely a different question. Candidate C is no longer on the ballot. Yes, he can be written in, but he is not one of the options being offered on the subsequent ballot. It is therefore a different question. You can't assume that those who voted for candidate C when he was listed on the ballot as a candidate would want to write his name in as a write-in candidate if he has announced that he is withdrawing and is not listed as a candidate on subsequent ballots.

Agreeing with Mr. Novosielski, this is what RONR says about the tellers report and the vote count on page 418: "The tellers' report is entered in full in the minutes, becoming a part of the official records of the organization. Under no circumstances should this be omitted in an election or in a vote on a critical motion out of a mistaken deference to the feelings of unsuccessful candidates or members of the losing side." (Emphasis added by me).

I think that is a very good question and I hope we can have more discussion about it.... and that someone (or more) from the RONR authorship team will weigh in on this issue.