Richard Brown

I don't really understand what the question is, either.

I agree with the last two posts by both Joshua Katz and Dr. Stackpole. The officer can be removed in the manner described by Joshua.

In all probability, your city charter or council rules dictate who presides in the absence of the mayor. It also might be covered by state law. But, if state law and your city charter and your council rules are all silent, then, per RONR, the secretary (in this case, probably the clerk) or someone calls the meeting to order and the body then immediately elects a chairman pro tem to preside at that meeting. If RONR is the controlling authority (and it might not be), any or all of the agenda items could probably be postponed to the next meeting or to a special meeting.... unless some provision of law prohibits it. Since this is a public body, I urge you to check state law, your city charter and your own council rules (and council precedent) regarding the correct procedure. Oops, wait: I just re-read your post. Your mention the absence of the MAYOR but are referring to a BOARD meeting. Is this a meeting of your city council or of some board whose meetings the mayor normally attends? I think we need more information in order to answer your question. Even then, the answer might depend on law rather than RONR. Your city attorney can probably be of more help than we can if this is a meeting of the city council or a public body. As far as moving the meeting to another date, you probably have to have a meeting in order to change the date of a meeting. However, the meeting can probably be called to order and then adjourned to a new date by use of the motion to "Fix the time to which to adjourn". It sets up an "adjourned meeting", which is a continuation of the current session to occur at a later time or date.

Valid points, but there is nothing to indicate that the vote being discussed has anything other than a normal majority vote requirement. But, in the example you used, it would make a difference.

I don't think it is required that a successor be elected at the same meeting at which an officer is removed. Advisable, perhaps, but not necessary. Removal without electing a successor at the same meeting would simply create a vacancy which needs to be filled as soon as possible.

I just want to emphasize Dr. Stackpole's final point in his next to last (unnumbered) paragraph: Only business specifically noticed in the call of a special meeting can be conducted at a special meeting. Any motion to remove an officer would have to be specifically mentioned in the call of the meeting... which must be sent to all members.

RRLearner, do you have a copy of RONR? Some of your questions require lengthy answers but are addressed pretty fully in RONR. The president in your case can replace a committee chair for pretty much any reason. So, if a committee chair is pressing for a member who the president doesn't like, yes, the president could simply replace the chair if he wants to. But, if the chair is smart, he or a friend will make a motion that the assembly (or the board) or the committee chairs appoint the members. If the decision is that the board shall make the appointments, let someone else nominate the member he wants. So, my suggestion is that someone... anyone... make a motion to specify the method of appointing the committee members. They can be appointed by the president, the committee chairs, or by the board or membership. The society could also decide that either the committee chairs or the president nominates the members subject to approval by the board, etc. You have a broad range of options. It is ultimately up to your organization to decide how the committee members are going to be selected. And different committees can be handled differently. There is no single cookie-cutter answer. All of this is discussed at length in RONR.

Yes, all appointments should be recorded in the minutes. Approval of committee chairs is not needed unless required by the bylaws. Based on your statement of what your bylaws say, the president alone has the power to appoint the committee chairs. Yes. The president can remove committee chairs at will. The power to appoint carries with it the power to remove and replace. No approval is needed. No, committee chairs do not get to select the members of their committees UNLESS the bylaws or a motion establishing the committee give the chairs that power. If the bylaws and/or the motion creating the committee are silent regarding how the committee members are appointed, the assembly itself can decide that by motion. Here is what RONR says on page 492 about committee appointments in general: "Appointment of Committees METHODS OF APPOINTMENT. In an assembly or organization that has not prescribed in its bylaws or rules how the members of its committees shall be selected, the method can be decided by unanimous consent or by majority vote at the time the committee is appointed, as described on page 174, lines 11–20; or (in the case of a special committee) the method can be specified in the motion to establish the committee. The power to appoint a committee carries with it the power to appoint the chairman and to fill any vacancy that may arise in the committee. The two paragraphs headed Designating the Committee Chairman on pages 175–76 should be read in connection with the five methods of appointing a committee described below." Note: In your case, the bylaws provide that the president appoints the committee chairs. That provision supersedes the language above from RONR about appointing the chairman. No, not in your case, at least as I understand your bylaws. It is up to your organization to determine how to populate the committees.

I completely understand Dan's point, but still have a question: If such action is permissibly taken by a board outside of a meeting by unanimous written consent, should that action be recorded somewhere in the board's minutes? If so, what minutes and how? (How and where?) I would presume that a copy of motion adopted in such a way should be kept somewhere in the secretary's records, but should mention of it be somewhere in the minutes if the minutes are the record of official actions taken (or motions adopted) by the society?

It seems to me that Dr. Stackpole answered the "where in RONR" question five posts ago! Did Joshua and SirBuilder overlook it? My question to SirBuilder, or the question for him to ask of others is: "If an adopted motion does not become effective immediately upon adoption, exactly when do you think it does become effective?" Of course motions become effective immediately upon adoption unless the motion itself or some other rule provides for a different effective date. I understand Joshua's position that the rescission of the signature card motion could be construed as making disciplinary action moot, but I do not agree that it DOES make it moot. The requirement was in effect for six months and the president appears to have knowingly and intentionally ignored the direct "order" to go to the bank and sign the cards. I think disciplinary action or, at a minimum, a motion of censure definitely are still in order (or at least permissible). It's up to the society to determine whether to proceed with disciplinary action and whether to impose discipline. The argument that rescinding the order (motion) to sign the signature cards in essence "excuses" the president's inaction and makes it moot might be persuasive and carry the day. I fully understand that in this situation the members might believe that it should all just be forgotten at this point.

There is no procedure in RONR for your exact situation, but RONR does devote substantial coverage to nominations and elections in general. For some reason, your bylaws contain the rather unusual provision that the executive committee must be elected in a special meeting, but that is permissible even if unusual. It is up to your organization to determine exactly how this should be done. Usually, at the special meeting for that purpose, nominations would be made by the board (perhaps based on who volunteers) and then the board will proceed to vote on them. It does not have to be by secret ballot unless your bylaws require it or a motion is adopted to vote by ballot. Per RONR, officers are usually nominated and voted on in the order they are listed in the bylaws. All positions can be voted on at once or it can be done one office at a time. There is normally no nominating committee in situations like this, but one is certainly permissible. It's up to your board to decide the details of the officer election. Nominations and elections are a rather large topic and are covered on pages 430-447 of RONR.

Catster, be careful how you toss parliamentary terms around. For example, a "majority vote" is not at all the same thing as "a vote of a majority of the members present" (or of a quorum present). A vote of a majority of the members present is not the same thing as a vote of a majority of the members (or of the entire membership). I agree with those who said that if your bylaws require a ballot vote, the election is null and void. I also agree with the statements by Mr. Novosielski and Mr. Honneman that, although your bylaw provision re "at least three or more" directors is not ideal, it is permissible and that the way to handle it is for the assembly to decide, by a motion adopted PRIOR to the election, on the exact number of directors to be elected. Such a motion could be worded so as to apply only to this one election or to be permanent until amended. So, in a nutshell, I guess I have these comments and suggestions: 1. The election was null and void because the vote was not by secret ballot as required by the bylaws. 2. Re-do the election, making sure members vote by ballot. 3. PRIOR to the election, adopt a motion setting the number of directors to be elected. 4. Amend your bylaws asap to either specify a fixed number of directors, or, in the alternative, to specify a definite range of directors, such as "no less than three nor more than five". 5. Amend your bylaws to remove the awkward wording "majority of a quorum present". That phrase causes lots of problems. However, make plain whether the election is by regular "majority vote" or "vote of a majority of the members present". The two terms do not mean the same thing. Do not wind up saying "majority vote of the members present". That wording is not advisable as it is confusing, does not use standard terminology, and leaves the reader confused as to whether the requirement is a "majority vote" or "a vote of a majority of the members present". Exact terminology is important if you want to avoid ambiguities. If the intent is to require an ordinary majority vote, DO NOT add the words "of the members present after it". That only causes confusion. If you don't understand what I am saying, please ask us to explain the difference!

I don't think it's quite that simple. A closed session can and often does mean simply that only members may attend the meeting , but the proceedings are not secret in the sense that they are in an executive session. I agree that the terms are often used interchangeably, but they really do not mean exactly the same thing.

Joshua, it seems to me new board members must have access to the minutes, otherwise, with the passage of time, everything that "old boards" did in executive session would be forever locked in secrecy and "new" boards and board members would not be able to view them. I don't think that is what RONR contemplates with the secrecy of an executive session and the rule on minutes of an executive session.

I agree with the other responses but will point out that the vote required in various situations might be dictated by the bylaws. If the bylaws require a certain vote threshold based on members present or of the entire membership, that would supersede the RONR default.

Guest Elizabeth, I basically agree with your analysis, but, much more important than whether the action violates RONR (it does), it violates your bylaws. This constitutes a continuing breach. Therefore, any member can raise a point of order at any meeting that elections MUST be held. The "holdover" officers might or might not still be in office. That depends on EXACTLY what your bylaws say about terms of office. If they contain language to the effect that officers serve until their successors are elected, then the officers are still in office because no new officers have been elected. But, if your bylaws say that the terms are just "one year" without the additional language, then, based on RONR, these officers are no longer in office. Edited to add: Note, however, that a point of order is ruled on by the president. His ruling may then be appealed to the assembly. The decision of the assembly is final.

I agree that the members cannot be compelled to refrain from voting. But, the organization does have some other options, such as a motion of censure or even disciplinary proceedings and ultimately expulsion from membership if the membership believes the members did not act in the best interests of the organization. I'm not necessarily recommending that action, just pointing out that the officers and other members perhaps do have a bit of "leverage" for convincing these two members to abstain.

Ultimately, it is up to this organization to interpret its own bylaws. If we could see the EXACT wording of the applicable provisions, in context, we might be able to give our own opinions, but with only paraphrasing and snippets, I just don't think we have enough to go on. The exact wording of some of these provisions could be critical and several provisions need to be read together. At the moment, and based on what little we know, I'm inclined to agree with Dr. Stackpole's conclusion that the Registrar is an appointed "official" (note that I did not say "officer") equivalent to, and maybe exactly as, a committee chair. Or a one-woman committee. She certainly has no defined term of office based on what we have been told, whereas the other real officers appear to have two-year terms. I'm not at all convinced that she is an officer in the sense that the term is used in RONR. I think we just can't say based on what we know so far. And we maybe couldn't say even if we could see all of the applicable bylaw provisions. They appear to be contradictory. I think that ultimately this organization itself has to sort this one out.

Guest Ann, perhaps this thread from a few days ago will be of help: http://robertsrules.forumflash.com/topic/30775-non-voting-members/

Unfortunately, we do not give legal advice on this forum or try to interpret state statutes. You should check with an attorney licensed in your state for his opinion regarding how the statute might affect your organization or its bylaws and whether your bylaws comply with the law. We cannot tell you that on this forum.

Agreeing with the previous posters, I have no idea where you are getting the 2/3 figure from. Is that figure in your bylaws? State law? If state law and your bylaws are silent, then a quorum is a majority (more than half) of the members. If this is a convention, then it is a majority of the delegates who have been registered at the convention as being in attendance, as Mr. Goodwiller stated. What, exactly (don't paraphrase) do your bylaws say about the quorum? Edited to add: btw, there is no such thing in RONR as a certain number of members voting to "move into" an official meeting in the absence of a quorum. You either have a quorum or you don't. The quorum requirement cannot be waived.

Guest Paulette, except for the situation discussed in RONR , it is up to your bylaws to define good and/or bad standing.

I agree that, based on what have been told, nominations can be reopened by a majority vote. I also agree that write-in votes would be permissible unless prohibited by the bylaws. However, I believe that such a rule in the bylaws is in the nature of a rule of order and could be suspended by a two thirds vote.

Fixter, your organization uses non-standard language for the vote requirement, so it is ultimately up to your organization to interpret that provision. However, in my opinion, the requirement is for an ordinary majority vote, that is, the vote of a majority of the members present and voting. I think the reference to "the members present thereat" simply defines the group that will be doing the voting. If the requirement was for a majority of the members present to vote for the winning candidate, the provision should read, per RONR, "a vote of the majority of the members present". That is different from a "majority vote". Others may disagree, and it is ultimately up to your organization to decide, but that is my interpretation. Any vote requirement different from an ordinary majority vote should be clearly stated. In my opinion, it is not clear that anything different is intended.

Consider me to be that first "someone"! I'm sorry, Rev Ed, but I think both suggestions are a bad idea and rather complicated. I believe the suggestions by Mr. Novosielski and Mr. Honemann are better.