Richard Brown

27 minutes ago, Guest Ralph said:

"New shareholders shall  be admitted, upon a vacancy, by a majority vote of all the shareholders"

Based on the quoted language, my opinion is that the shareholder was not approved. I interpret that wording as meaning it requires the vote of a majority of all of the shareholders. It is rather awkwardly worded, and it's not the language suggested by RONR when the vote of a majority of all of the members of something is required.

However, since it is not the wording suggested by RONR, it is ultimately a matter of bylaws interpretation and it is up to your organization to interpret its own bylaws. That is something we cannot do for you.

To nitpick dinner guest's comment just a bit, I think we all acknowledge that laymen untrained in the finer points of parliamentary procedure are not aware of everything in the 716 plus pages of RONR and do not do things precisely as professional parliamentarians would. 

We regulars on this forum might be aware of the difference between a notice or call of a special meeting and an agenda for a special meeting, but it has been my experience that laymen frequently assume that the agenda amounts to a specification of the business to be discussed  at the special meeting. I am not going to fault guest Karen for not having sent out a professionally drafted notice of a special meeting. I suspect that in her mind and in the minds of almost all of the other members, that agenda serves as notice of the items to be discussed at the special meeting.

If someone raises a point of order that the notice or agenda is somehow deficient, she or whoever the presiding officer is will rule on that point of order and the ruling can be appealed to the assembly.

I think they are doing the best they can and she should be commended for coming here for help

Agreeing with mr. Martin, I have belonged to (and still belong to) several organizations which prefer to leave the day to day and month-to-month affairs of the organization up to an executive board of some type.

The monthly membership meetings, for those organizations that have them, are mostly social. Some of the other organizations meet less frequently and it is entirely appropriate that they leave most of the management of the society up to an executive board.

I agree with Alexis Hunt that this upcoming "special meeting" might actually be more in the nature of an adjourned meeting than a special meeting. That issue has concerned me since I read the first post. Part of that concern is because of the original poster's statement that she sent out an agenda six days prior to the meeting, but said nothing about issuing an actual call or notice of a special meeting.

If this is an adjourned meeting rather than a special meeting, it is a different situation and some of what we have previously said will not apply.

5 hours ago, Joshua Katz said:

I disagree.  "One person one vote" means that you cannot express multiplicity of preference.  Approval voting no more violates it than does allowing people to select 5 candidates for 5 seats.  However, I agree that bylaws approval is needed for another provision here:  that a plurality elects.

On p. 441, lines 11-24, a form of approval voting is described, with the added requirement that a majority is required to elect.  This is the default method where there are multiple seats to be filled.

Joshua, what makes you think the quoted provision on page 441 is referring to approval voting?

3 hours ago, Willie Watson said:

Okay, thanks for your answer! But now I am having trouble understanding what sense did it make for the bylaws to create the assembly in the first place! The reason I say this is the EC can perform a preemptive strike on all business by approving it before it gets to the assembly. This leaves the assembly with only the choice of a 2/3 vote to rescind the EC’s decision. What should happen is that the EC should pass all business that does not have to be decided between assembly meetings to the assembly. It should act only on that business that must be decided before the next assembly meeting. (Emphasis added)

That is not the rule, however.  When the bylaws grant the board (or executive committee) the authority to act between meetings of the membership, that is an unrestricted right except for those things specifically reserved to the membership. If it is desired to limit such a board to being able to act only in "emergencies", that must be spelled out.  Beware, though, that many controversies will likely arise as to whether or not something was truly an "emergency".  It might be best to leave the rule alone.... and to elect people to the executive committee who will be more likely to defer action on non-emergency items to the general membership.

Edited to add:  You might look at Official Interpretations 2006-12 and 2006-13 for more information. Click here

Your understanding of the rule is correct as far as it goes, but the rule has one other part:  A motion to rescind something previously adopted can also be adopted by a majority of the entire membership.  In the case of a board or a small group where most (or all) members are in attendance, achieving the vote of a majority of the entire membership might be easier than a two thirds vote.

I agree with Mr. Goodwiller's response and would add that although it is ultimately up  to the presiding officer (or the assembly) to decide, I really question whether the consideration of his motion would be proper at all if it is not included in the business to be conducted pursuant to the call of the meeting.  In a special meeting, only those items specifically mentioned in the call of the meeting can be considered. That is an entirely separate issue from the vote requirement to adopt a motion to rescind.  I suspect that this will be a judgment call on the part of the presiding officer with a possible appeal from the ruling of the chair.

Guest Rebecca, is this "committee" a standing committee or special committee of a larger group having one or more assigned duties, or is it more in the nature of a stand alone body, much as state political parties are governed by a state central committee? Or perhaps a group of people who came together for a particular purpose, such as "The committee to erect a statue of Superman in downtown Metropolis"? 

A little more information might be helpful because, as mr. Huynh stated, most committees in the usual sense of the word do not need to keep minutes. I suspect this is not an ordinary committee if it is making a recommendation to a city council.

Agreeing with my colleagues, the absence of the secretary does not render action taken by the assembly null and void. But, as Alexis Hunt pointed out, the absence of the secretary or of someone taking notes might make it difficult to recall later exactly what was adopted.

14 minutes ago, Josh Martin said:

. .  . I don't know that I would describe this as a "minimal" modification. Allowing a single member to bring charges essentially eliminates several steps of the disciplinary process. 

This brings us back to the statement by Alexis hunt that all other provisions of the chapter XX disciplinary proceedings of RONR remain in effect with the single modification that any member can prefer charges.

Assuming that the disciplinary procedures outlined in the policy and procedures manual have indeed expired, what is your opinion as to whether the chapter XX disciplinary procedures would control with the single modification that a single member can prefer disciplinary charges?

Yes, but it would be nice if the Secretary asks someone else to take notes during his or her absence. If the absence is going to be for more than a few minutes, a secretary pro tem should be selected, which can be done by unanimous consent by the chairman suggesting someone to fill the role.

Yes, a statement in the bylaws that certain special rules of order, or even all rules of order cannot be suspended is permissible and enforceable, though perhaps not wise.

The same goes for bylaw provisions that are in the nature of rules of order. 

The following language on page 487 is about the only other statement in RONR that is on point:

"A record of the board's proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board's minutes to be produced and read to the society's assembly."

Edited to add:  The board (or the general membership) can, of course, adopt a rule of its own regarding who may see the minutes, posting to the website, etc.

John, I agree with Rev Ed here . I believe the organization's own rule supersedes the rule in RONR on this point. Perhaps it is ultimately a matter of the society interpreting its own rule on the issue.

Guest Linda, what is the PPM?

And what is the C&B?  I'm assuming that means "Constitution and Bylaws", but it would be nice if you spell those things out for us.

It seems you have very customized bylaws when it comes to discipline and removing officers.  Those provisions trump any conflicting provisions in RONR.  In addition, we cannot interpret your bylaws for you.  That is something only your society can do.

20 minutes ago, Daniel H. Honemann said:

"Incidental motions relating to methods of voting and the polls: .....

"When applied to a vote which has just been taken, ...  can be moved from the moment the chair has reported the vote (see p. 48, ll. 18–23) until the announcement of the result is complete, or immediately thereafter (see pp. 408–9)."        (RONR, 11th ed., p. 283)

Well, duh, yeah, I guess that covers it!  And I guess I overlooked that part. 

17 hours ago, Guest lavasusan said:

I am a member of a college senate, which meets on the first Monday of each month during the academic year.   At our March meeting, a member was absent and did not send a proxy on a specific motion, which failed for the lack of one vote, as announced. The April meeting was held and this motion was not renewed. The member has now located the "late vote with the permission of the assembly" language in ROR 4th (quoted below and referred to on our website), and wants to know if she can ask the May meeting for unanimous consent to cast her vote, which would be in favor of the motion, thereby changing the outcome of the March meeting vote.

The specific language she quotes is:

"A member has the right to change his vote up to the time the vote is finally announced. After that, he can make the change only by permission of the assembly, which may be given by general consent; that is, by no member's objecting when the chair inquires if any one objects. If objection is made, a motion may be made to grant the permission, which motion is undebatable."

I am trying to line up the specific issues I see with this request, and your input would be appreciated.

1) An absent member does not cast a vote, and therefore cannot be said to "change his vote," therefore this section would not apply at all. . . .  (remainder of post omitted)

 

15 hours ago, Guest Thanks said:

Thanks for our prompt input. I really appreciate it. I have pointed out to the executive board the need to get a current copy of the book.

As I don't have access to my college library for the next three days due to the holiday and the weekend, what is the substance of pages 408-409?

6 hours ago, Daniel H. Honemann said:

What is said on these pages makes it clear that if a member wishes to request the assembly's permission to change his vote after the result has been announced he must make that request immediately following the announcement of the result of the vote.

I agree with Mr. Honemann and would point out to guest lavasusan that the language being referred to applies to allowing a member to CHANGE his vote.  In this case, as I understand it, the member did not vote at all and now, two meetings later, wants to reopen the polls to change a vote which she never cast.  I don't think that is a permissible use of "changing one's vote".  One must  have first voted in order to change a vote.

Question:  RONR does provide for reopening the polls (pp 283 ff) for such things as to allow late-arriving members to vote, but can the polls be reopened two meetings later in order to allow a member to vote on the issue for the first time?   I don't see an express prohibition, but doing so seems rather unorthodox.  It seems to me the member should move to renew the motion if she wants a chance to vote on it.

14 hours ago, Guest Renee said:

The president of our booster group resigned the other day. Our bylaws state that a replacement shall be elected by a quorum (2/3) of members present. But it also says in another article that elections  must be held no less than 2 meetings prior to the end of the school year and elections take place one month later so we had our nominations last month and will hold regular elections in just a few weeks. Our bylaws do not say anything about when the election for a replacement should take place. So when would we have this?  And since we already accepted nominations for the role, do we have to open it back up and take new ones?  The president's resignation has not been officially accepted yet as it was sent in an email to the BOD, not signed. (Although he says he's done and will do nothing else for us.). I assume we will be asking him to put it in writing and read it at the next meeting, when we are to have regular elections. 

I think some confusion is being generated by the fact that this organization is apparently so near to the end of the current officers' terms.  I'm, assuming that the terms of the current officers expire at or near the adjournment of the meeting at which the elections take place.  However, regardless of when the terms end or the new officers take office, if the president's resignation is accepted, the current vice president becomes president only for the remainder of the current term of office.  It appears to me that the current term has only a month or so left in it. Elections for the next term should proceed as normal.  I don't see how the current president's resignation has any effect on that whatsoever.

Elections to fill vacancies should be held as soon as possible.  I believe the bylaw being being referenced is referring to the regular elections, not to a special election.   However, unless your bylaws specify that the vice president does not become president in the event of a vacancy in the office of the presidency, you have (or will have) a vacancy in the office of vice president, not that of president.

Edited to add:  Do your bylaws state specifically that a vacancy in the office of the president shall be filled by a special election rather than by the vice president?  What do your bylaws say about the duties of the vice president?   Do they make reference to him (or her) assuming the office of president in the event of a vacancy?

Well, if we are going to get down to the nitty gritty, I doubt that it is necessary to say either "Mr. President" or "I rise to raise a point of order".  Just standing up and shouting "Point of Order!!" should also suffice.  Sometimes the situation demands that it be blurted out quickly.  In my experience, making a "Request for Information" or "Parliamentary Inquiry" is not usually of the same urgency as raising a point of order.  Niceties are always nice, but they aren't always essential.

The postmark date constitutes evidence of when the item was mailed, but it's not conclusive. It's my understanding that the usual test, unless a written rule provides otherwise, is depositing the item in the u.s. mail at a post office or mailbox. When I am mailing something that is time sensitive and close to the deadline, such as a meeting notice, I see to it that it is mailed inside a post office prior to the last collection so that it will be postmarked the same day.

Edited to add: it appears to me that the notices were mailed one day too late. I sat in on a trial a few years ago at which the court threw out a substantial emergency dues increase of a large Carnival organization because the notice of the special meeting was mailed one day too late.

I agree with Mr. Huynh, but the general way of calculating a quarterly time interval is whether the next meeting will take place by the end of the third month after the preceding meeting.  If, for example, a meeting was on January 5, the next meeting will be within a quarterly time interval if it is held on or before April 30.   See pages 89-90 of RONR.

The proper procedure is to debate and then vote on the resolution itself.  A resolution is a motion.    it will either pass or fail.  It is improper to make a motion to reject something that is already pending.  You just vote on the original  motion (the resolution). 

5 hours ago, Guest Lisa Bayley said:

Our board went into an in-camera session and management (and me) was asked to leave.  Normally, I will be given some general notes and a general/vague resolution to record.  This time, the Chair wants to provide a general description of the discussion and simply make note that two resolutions were passed - I am not being given the resolutions.

Is this acceptable?

I have essentially the same question as Mr. Huynh.  Are you the Secretary?  If so, aren't you a member of the board?   And if you are a member of the board, on what basis were you asked to not attend?  You had a right to be there if you are a member of the board.

1 hour ago, Guest Rainbow Guest said:

Thank you for your responses.   I'm still confused though.   

Our AGM is coming up soon and there really isn't time to call a Special General Meeting in the meantime, however, we want to bring a resolution forward to remove a board member for abusive behavior.   So, can't that be done at the AGM?

This a question of bylaws interpretation, something we cannot do for you.  Each society must interpret its own bylaws.

At your AGM someone could move a resolution to remove the board member.  Another member could make a point of order that such a motion can be considered only at a special meeting.  The chair should then rule on the point of order (either well taken or not well taken).  His ruling can then be appealed to the assembly.  The appeal requires a second.  It is subject to special rules for debate.  It takes a majority vote to overrule the decision of the chair.  The chair's decision is upheld on a tie vote.  The decision of the assembly is final.

Yes.  Someone should make  a point of order that the member is not eligible to run for the position.  The chair will rule on it.  The ruling  of the chair can then be appealed to the assembly.  It takes a majority vote to overturn the ruling of the chair.  The appeal requires a second and is subject to special rules for debating.