Richard Brown

32 minutes ago, LSCHelper said:

My question is what is the value or impact of being "considered" to have served a full term.

Jerry

Assume that your bylaws provide that officers may not serve more than two consecutive terms. In addition, assume that the terms are for one year. Your secretary resigns and the body elects Jane to complete her term.

If there are less than six months remaining in the original term, Jane would be eligible to serve two full terms in her own right after completing the partial term.

However, if there are more than six months remaining in the unfinished term, Jane would be able to serve only one full term in her own right. The term she is completing for the secretary who resigned is considered a full term since more than half the term is remaining when she was elected to fill it

I agree with Dr. Stackpole. Notice requirements cannot  be suspended or waived. And telephone meetings cannot be held unless the bylaws (or state law) authorize them. 

19 minutes ago, trmarwaha said:

Our constitution gives the board  "authority to amend the Bylaw only"  but not the Constitution itself, which can be amended only by General Body

My question: Does board have any authority to impose any restrictions on trustees elected by General Body on term limit as members of executive committee.

 

I think we have answered your question. Term limits must be provided for in the bylaws ( or in the Constitution if you have both). Term limits cannot be imposed by way of a simple motion. They must be in the Constitution or bylaws.

Edited to add:  if the trustees want to allow more members to serve as officers and to spread the work around, they can simply elect new people to the executive committee. No new rule is needed. Just start electing new officers.

I wouldn't get too hung up on procedure. If this group is not very sophisticated from a parliamentary standpoint, and if what it has been doing is working, and if most motions carry almost unanimously, it may be that voice votes will suffice. However, keep in mind that any member may demand a division, which is a rising vote or, as a possible alternative, raising hands. In your case, since the vote threshold is based on the members present, a division should be conducted by means of a counted vote to insure that you have the required number of yes votes. 

You don't need to be more formal than is necessary for the organization to conduct business effectively and efficiently

The unqualified term majority vote means a majority of those present and voting. If 20 members are present, but only 10 of them vote, it would take six votes to adopt something . 

 The term majority of those present means just what it says. If 20 numbers are present, it requires 11 yes votes to pass something regardless of how many vote no and abstain

Without having seen your bylaws, it seems to me that this change would likely require an amendment to the bylaws. It amounts to new term limits. Such term limits must be in the by-laws. However, there is nothing to stop the board from unofficially adopting this policy in the form of a gentleman's agreement. 

45 minutes ago, Kim Goldsworthy said:

A1.) Per your customized rule, there is no "voting", only "receipt", to trigger the net effect. So, you don't have to wait for any kind of meeting. You don't need a meeting for a "receipt" of a written communication.

A2.) Impossible. There is no withdrawal possible, per your own rule. A withdrawal would imply that X has not been completed/fulfilled. And here, X was completed upon receipt.

I concur, but would point out that this is actually a matter of bylaws interpretation and it is up to the organization itself to determine what the provisions mean.

I don't understand why the board member must bring the matter before the board in the first place if he believes it is not in the best interest of the organization. However, accepting for now your premise that he somehow must do so, all four of your suggested approaches seem fine to me. The most common and most straightforward method, of course, is for someone to make the motion and for it to then get voted down.

My fifth suggestion would be to simply do nothing. Don't make any motion at all. That gets back to my question about why it is that the board member must bring it up at all if he thinks it is a bad idea.

1 hour ago, Small DogClub said:

I've decided that I'm not surprised that little old me couldn't figure this out, when the best minds on the world's premier parliamentary forum can reasonably disagree.

May I ask another question for a little bit more input on this situation, please? We will probably be doing some amendments to our bylaws this year. Can anyone offer suggestions for wording on this particular bylaw that would remove any potential ambiguity?

To refresh your memories from my OP on page 1, the exact current wording is "Annual membership dues shall be as determined from time-to-time by the Board of Directors." Would it clarify to add the words "by majority vote of" (or "by 2/3 vote of") before "the Board of Directors"? Would it then simply always be by majority vote (or always require a 2/3 vote)? . . . . 

If your intent is that the board be able to set the annual dues from time to time by majority vote (or two thirds vote), the language you suggested (adding the words "by majority vote") will accomplish that. 

But before you make that change, make sure that you are willing to do away with the requirement of previous notice in order to do so with a majority vote. Do you really want to spring a dues increase on people without notice?

I still don't have a clue what this block chain stuff is or how it can be used for secret voting during a telephonic or conference call meeting.  Is watching a seven minute video really the only way to learn in a nutshell how it works and can be used in a telephone meeting? 

18 minutes ago, Godelfan said:

You could conduct the election using blockchain technology.  It doesn't matter who tallies the votes because the votes are anonymous, but each person can look at the tally and, by matching their key with their vote, make sure their vote was correctly recorded.

What is "blockchain technology"?  And how can it be used for voting by secret ballot during a conference call?

1. The president can talk to (armtwist) the board members in advance and try to convince themm there is no alternative. . . No other choice.

2. Challenge the board members to come up with someone if they don't like the president's choice. 

3. Name someone else. People may initially not volunteer or even decline, but will step up to the plate once they realize they are really wanted or needed. It's sort of like electing someone to an office when that person is not at the meeting. He may not have wanted the job, but once he learns he has been elected anyway, he will usually agree to do it.

If your "meeting" is still going on, one member can raise a point of order that the meeting was not properly called and is an illegal meeting. The chair will rule on the point of order. The chair's ruling, whichever way he rules, can be appealed to the assembly. The assembly's decision is final. That's a pretty risky way of doing things though, as somebody at some point in the future may start the fight all over again and claim that the officers are not legitimately elected. It's probably best to either reschedule the elections for the next regular meeting or call a special meeting with proper notice.

This doesn't help you for now, but next time this happens, one or two members should show up at the appointed time of the cancelled or postponed meeting, have one member call the meeting to order, another member move to set an adjourned meeting for a couple of days distant, adopt it by unanimous consent and then adjourn. Voilà! You have now formally, officially, and legally set an adjourned meeting for two days later. No new notice necessary, but it is a good idea to try to give notice to everyone anyway.

Actually, you can probably do that by having only one member show up, but I suggest for several reasons that it be at least two members.

Edited to add: setting an  adjourned meeting is one of the few things you can do in the absence of a quorum.

No, not according to RONR.  No interruption is permitted once voting has begun.  However, after the vote is completed, a member who voted on the prevailing side can move to reconsider the motion.  If the assembly agrees to reconsider the motion by a majority vote, the original motion is back before the assembly and can then be amended and re-adopted.

Edited to add:  You can also use the motion "Rescind or Amend Something Previously Adopted" to fix a problem with the original motion.  To do it at the same meeting at which the original motion was adopted, or at any meeting without previous notice, the motion requires a two thirds vote or the vote of a majority of the entire membership.  If previous notice of the motion is given at the previous meeting or in the call of the meeting, it can be adopted with a majority vote.

From a parliamentary standpoint, perhaps.  I'm not aware of a specific prohibition, but it would be unusual.  You might have legal problems and general unrest from the membership if you try to impose something retroactively.  Perhaps even revolt.

Edited to add:  Keep checking back.  Someone might know abot a parliamentary prohibition that I'm not aware of.

A one time assessment might be another way to solve the problem.  Then make the dues increase  effective with the next membership year.

Yes, you can do what you want to do, but the wording you suggested in your example sounds like it can be improved upon.  For example, what does it mean to "have the governance committee address the issue"?   Who shall the executive secretary notify if he or she concludes that there is a conflict of interest? 

Guest Lucy, Official Interpretation 2006-13 might be of benefit, especially if you do not have a copy of RONR.

http://robertsrules.com/interp_list.html#2006_13

Pattsi,  since this is a public body it is almost certainly governed by your State's open-meetings laws. Those laws are sometimes called Sunshine laws. In addition, your council may have its own rules on the subject. Those laws and rules generally govern agenda procedures and would supersede whatever is in RONR.

Wasn't this same question asked in another thread just a day or two ago? If I recall correctly that thread had quite a few responses

On 1/8/2017 at 8:44 PM, Guest -PK said:

The only thing I can find is to handle club business and emergency repairs up to $1,000 on their own. Other than that wouldn't it be to do the best for interest of the club for the membership to vote on as final decision makers?  Hope it helps, but I don't find any other specifics.

Please quote for us EXACTLY what your bylaws say about the authority of the board to conduct the business of the club or to act between membership meetings. Don't paraphrase. Please give us the exact bylaw language.

What exactly is the harm in allowing those members who go to the trouble of showing up to hear a report they want to hear and that the reporting officer wants to give? They could adjourn but hang around and then hear it read immediately after adjourning, so why not allow it before they adjourn?

Besides, that last member needed for a quorum just might show up while the report is being read. If the meeting has already been adjourned, it is over and cannot be called back to order.

38 minutes ago, Godelfan said:

Agreed, just trying to understand the question.

Yeah, I'm wondering just who this "pro tem" is and how and when he came to be selected as the "pro tem" when the regular presiding officer is present.

6 minutes ago, jstackpo said:

And at a later quorate meeting, the group will have to hear that report all over again (because many weren't there first time around)  so why bother to present it when nothing can be done with respect to the report's recommendations.

See my answer directly above.  It's so that those who do go to the trouble to show up at an inquorate meeting in bad weather at least get to hear the reports and have an extra month to mull them over.  If the members present at that inquorate meeting don't want to hear them, they should be able to postpone the reports until the next meeting.  Or just adjourn before they can be read.

Edited to add:  I do concede that you make a good point, though.

Yes, as long as you have a quorum without them.  Check your bylaws.  Some organizations' bylaws require one or more officers to be present in order to have a quorum.  I was at such a meeting last night.  We were a bit nervous until the second officer showed up.  But, nothing in RONR requires that any of the organization's regular officers be present.

If the president/chairman isn't present, elect a chairman pro tem to preside at the meeting.  If the secretary isn't present, elect a secretary pro tem to take minutes..