Richard Brown

I have the same question as Joshua Katz and would add that if these other people are in the nature of a board of directors, it is customary (but not a requirement) that they are elected by the membership. Your rules might provide otherwise and can be changed, by amending your bylaws, to provide for whatever method of selection your organization desires. Edited to add: It is not unusual for some members of the board to be elected and some, such as committee chairmen, to be appointed to their positions and to serve on the board by virtue of those positions.

He can ask for anything he wants, but it is up to the board to decide whether to grant his request. But, such a request would be in the nature of a motion and, as such, should be in the minutes (regardless of the outcome) just like any other motion.

I will disagree or quibble with my friend Joshua Katz only on one small point: The other members of the board are free to meet UNOFFICIALLY and to suggest that Guest Pam do anything they want her to do... even to fly down to New Orleans and take me to dinner at Ruth's Chris Steak House. And she is free to tell them to stuff it. I think it is plain that this wasn't official board action. If those members think it was, then they are simply wrong. They were acting and speaking just as members of the board, but not on behalf of the board. And, even it it WAS officlal board action, it was a simple request which she is perfectly free to decline. But, based on the information we have, I don't see how it could possibly have been a legitimate board meeting or official board action. Edited to add: Guest Pam said, in her initial (and only) post that she was president "up until a few days ago". I assume from that statement that maybe she either agreed to resign or maybe even submitted a written resignation. However, unless their rules provide otherwise, and unless the board has met officially and accepted her resignation, she may still withdraw it. So, Guest Pam, if the board still hasn't acted on your resignation, you may rescind it.

Guest Pam, some of the board members may have had a meeting, but it was not an official board meeting. But, as long as they are speaking about what they as individuals or even as a group of board members want, there is nothing wrong with it. Any group of people, even members of the same organization or board, are free to get together ant time they want to and to talk about anything they want to. . . including club business. Any group of members are free to get together and discuss club affairs and to decide that they want the president to resign and even to select a delegation to go meet with her and try to get her to resign. And that president is free to either refuse or to agree to the request. What they cannot do is to surreptitiously meet, act and speak as a board. As individuals, or as a group of individuals, they have every right to ask you to resign. . . just as you can with your Mayor or Governor or even the President of the United States They had the right to speak as individuals, but not as a board. Even if they did, it is merely a request which you can refuse.

And pay particular attention to the footnote on that page.

Perhaps someone from the authorship team will elaborate, but it is my understanding that the rule that a majority vote is required to elect someone to office comes from the common parliamentary law and predates even General Robert's first book on rules of order in 1876. Other commonly used parliamentary authorities, such as the AIP Standard Code of Parliamentary Procedure (previously known as "Sturgis") and Demeter's Manual of Parliamentary Law and Procedure require it. It's not just an RONR rule.

Neither, in my opinion. It sounds like a board or officer's report which would come right after reading and approval of the minutes and prior to any unfinished business or new business. Here is the standard order of business per RONR: 1) Reading and Approval of Minutes* 2) Reports of Officers, Boards, and Standing (that is, permanently established) Committees 3) Reports of Special (Select or Ad Hoc) Committees (that is, committees appointed to exist only until they have completed a specified task) 4) Special Orders (that is, matters which have previously been assigned a type of special priority, as explained in 14 and 41) 5) Unfinished Business and General Orders (that is, matters which have come over from the preceding meeting or which have been scheduled for the present meeting) 6) New Business (that is, matters initiated in the present meeting)

If you are incorporated as a non profit corporation or if you have tax exempt status with the IRS, you need to consult with an attorney and/or a tax accountant. Most, if not all, state non profit corporation statutes have strict provisions dealing with the distribution of assets upon dissolution. So does the IRS. That is s legal question, not a parliamentary one. From a parliamentary standpoint, you can provide for almost anything you want to in your bylaws, but it might not be legal and might carry adverse legal consequences.

Yes. A motion can be made to suspend the rules and take up the postponed item immediately. Such a motion requires a two thirds vote for adoption (or it can be adopted by unanimous consent). See the bottom of page 184. Here is the applicable language: " If it is desired to reach an item immediately but it falls at a later point in the regular order of business, the assembly, by a two-thirds vote or by unanimous consent (pp. 54–56), can adopt either a motion to "suspend the rules and take up" the desired question, or a motion "to pass" one or more items [page 185] or classes of subjects in the order of business. After a question taken up out of its proper order by either of these methods has been disposed of, the regular order of business is resumed at the point where it was left off (see motion to Suspend the Rules, 25)."

Guest Frank, unless you have a customized rule to the contrary, nobody's individual vote is essential for the passage of a motion. All that is required is that the motion receives the required number of votes. It doesn't matter which members those votes come from. If we are misunderstanding your situation or your question, please clarify it for us.

Guest Meg, please quote for us EXACTLY what your bylaws say about the quorum of the board. Please quote the entire provision fully and exactly..... don't paraphrase.

I agree with both Mr. Mervosh and Mr. Martin and suggest that you get a copy if the current 11th edition of RONR as soon as possible and that you read chapter XX on discipline thoroughly, paying particular attention to section 63 as suggested by Mr. Martin. It is in chapter XX. Disciplinary procedures can get very complex.

If the bylaws provide that the only basis for denying a member the right to vote in your elections is to have missed three consecutive quarterly meetings prior to the election, then members who have not missed three quarterly meetings have the right to vote. If it is desired that a person must have been a member for a certain period of time in order to vote, the bylaws should be amended to include such a provision. The right to vote is a basic right of membership.

Agreeing with both of my esteemed and well-respected colleagues, I would add that you also should not let this sort of thing happen unless you are quite confident that the action being taken is supported by the vast majority of members and will almost certainly be ratified at the next meeting. If for some reason the action is not ratified, those officers who took the unauthorized action could be subject to disciplinary action and could be held personally responsible if money of the organization was expended. In other words, you act at your peril when you allow action to be taken without proper authorization. If you find yourself without a quorum yet something important needs to be voted on, the assembly can always set an adjourned meeting for perhaps the next day or the next week in order to vote on the matter. Setting an adjourned meeting is one of the few things an assembly can legitimately do in the absence of a quorum.

Using the "small board rules" in RONR, in a board of no more than about a dozen members, the president can vote along with everyone else. See FAQ # 1 for more information: http://www.robertsrules.com/faq.html#1

If you have 7 members on the board and the bylaws are silent about the quorum, how do you figure that the quorum is 5? If your bylaws are silent, then the quorum of a full board is 4, but if 3 resigned, the current quorum might be 3.

Yes, and it's the chair who gets to make that decision. If the assembly believes the chair is wrongfully refusing to allow an appeal, the assembly's recourse is to suspend the rules and remove the chairman from presiding. Doing so requires a two thirds vote and the chairman must relinquish the chair for the handling of the motion. RONR p. 651-652, particularly p. 652. Also see the footnote on page 652. Edited to add: the society might also consider disciplinary action against the president.

Agreeing with Mr. Lages, it might be possible to amend your bylaws prior to or at your election meeting, prior to the actual elections. Per RONR, bylaw amendments take effect immediately. So, if that can be done, the new qualifications would apply to the positions you are about to fill.at the election. Study what your bylaws say about amending them.

Perhaps it is ultimately up to the organization to determine the meaning of the phrase, but to me it is clear: a majority of the members of the board must approve of the appointment. It doesn't even mention a majority vote. It says"a majority of the board of directors". That means more than half of the currently serving directors.

No, there is no such rule in RONR.

Please quote for us the EXACT provisions in the bylaws for electing a secretary by the board and for filling a vacancy in the office of the secretary (assuming, based on your post, that there is a difference). Please don't paraphrase and don't cut it short. Give us the complete unedited statements from the bylaws regarding electing a secretary and filling a vacancy in that office.

It sounds to me like guest AL82 wants to enact something like a special rule of order to apply to all meetings, not just to the debate on one particular motion. If so, that would mean the adoption of a special rule of order which requires either previous notice and a two thirds vote or the vote of a majority of the entire membership. RONR, p 17. Also pages 121-124.

Agreeing with Mr. Goodwiller's response, you might see FAQs 12 and 13 on the main website for more information. Here is a link to FAQ 12. No. 13 is right below it. http://www.robertsrules.com/interp_list.html#2006_12

Carolyn , based on a quick reading of your two posts, I agree with the answers by Josh Martin to your first post and I agree with your analysis of the situation in your second post. Regardlessof of the proprietary of the motion requesting that the president abide by the two year old motion regarding having a Parliamentarian preside, your understanding of the process to remove the chair from presiding is correct, but RONR says that once that motion is made, the chairman must turn the chair over to someone else, usually the vice president for processing the motion . Also, the rule in the bylaws about the president presiding at meetings is in the nature of a rule of order and can be suspended (as RONR says in the section on removing the chairman). The motion to remove the chair from presiding is in essence a motion to suspend that rule. Note : I also agree with the response Joshua Katz posted while I was typing this... slowly... in my cell phone.

My answer will be slightly different from Mr. Huynh's answer: not only MAY your organization decide on the details regarding the corresponding secretary, but your organization SHOULD decide those issues. In fact, I think your organization MUST decide them as RONR provides no guidance on that point.