Richard Brown

Unfortunately, RONR does not provide the kinds of details you are looking for as to how to force the president to call a special meeting when one is requested by the required number of members. The president SHOULD promptly call the special meeting, of course, but based on your bylaw wording (if you quoted it correctly) the five members cannot themselves call the meeting but must ask the president to call one. If the president fails to carry out one of the responsibilities of his position, he may well be subject to censure and/or disciplinary procedures up to and including removal from office and expulsion from membership. Those options are covered in the 26 pages of Chapter XX, Disciplinary Procedures, in RONR. You might also look at FAQ # 20 regarding removal from office.

J.J., I agree and almost said as much but decided to stick with the "special meeting" scenario that guest Blong seems to think is what happened. However, I suspect he might not be aware of what an "adjourned meeting" is and that the the meeting was not simply "canceled" (guest Blong's term) or adjourned, but adjourned to meet again at the call of the chair. Guest Blong, setting an adjourned meeting is one of the four things that can legitimately be done at an inquorate meeting. See pages 347-348 in the 11th edition of RONR. An adjourned meeting is described in more detail on pages 94-95. It is also mentioned in many other places in the book. The motioin "Fix the Time to Which to Adjourn is covered extensively on pages 242-246. Looking at Guest Blong's original question and his follow up responses, I don't think that setting an adjourned meeting is what happened, but it is possible. Setting an adjourned meeting is also something guest Blong and his organization might keep in mind next time a quorum fails to show up for an important meeting.

If your bylaws don't say anything about special meetings and if RONR is your parliamentary authority, then you cannot have special meetings at all. Are you sure your bylaws don't say anything about special meetings? Edited to add: your bylaws might not refer to them as special meetings. The bylaws might say something to the effect that "the president may call meetings upon giving 10 days notice to the membership" etc. Just out of curiosity, do your bylaws say anything about regular meetings of the society?

What exactly do your bylaws say about special meetings, who may call them, and how much notice is required?

Why do you think the board was obligated to hire the vendor?

Do your bylaws say ANYTHING about terms of office? Such as, "Officers shall serve for one year or until their successors are elected"? Nothing? Are you sure?

You ask, "What is the proper course?" She can submit a resignation or she can elect to continue to serve as treasurer. She cannot be forced to resign. She can be ASKED to resign, but she can also decline. If a member believes she can no longer fulfill her responsibilities as treasurer, and if the society agrees, she can be removed from office. The procedure for doing that depends primarily on EXACTLY what your bylaws say about terms of office. See FAQ # 20 for more information.

"Too bad. You're out. We have a new Vice President. If you don't like it, sue us." And I would be tempted to add: "And if you keep complaining about it, we will start disciplinary procedures to expel you". btw, I don't think the failure to insist on a written resignation constitutes a continuing breach. But, if the member wants to raise a point of order at a meeting that she did not resign and is still the vice president, I feel fairly confident that the chair will rule against her and that the chair's ruling will be sustained on an appeal.

I would say, "Too bad. You submitted a resignation and abandoned your duties, and we accepted your resignation. We have a new vice president now". I do agree that it COULD be treated as a Chapter XX dereliction of duties, but I don't see any need to get into the complex Chapter XX disciplinary procedures in a case like this.

Now that I am at a computer and have both a hard copy and the CD ROM version of RONR available, here is what RONR says at the top of page 291 about resignations: "If a member who has accepted an office, committee assignment, or other duty finds that he is unable to perform it, he should submit his resignation. A resignation is submitted in writing, addressed to the secretary or appointing power; alternatively, it may be submitted during a meeting either orally or in writing.* By submitting a resignation, the member is, in effect, requesting to be excused from a duty. The chair, on reading or announcing the resignation, can assume a motion "that the resignation be accepted." The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted. " I tend to agree for the most part with SaintCad that the "answering machine" resignation was not a valid resignation to start with. However, i do still maintain that when considered along with other circumstances indicating that the vice president has tendered a resignation, such as repeating the statement to others and abandoning (or never undertaking) the duties of the office to which she was elected, the society can take the position that she has indeed submitted a resignation and the society may accept the resignation at a meeting of the appropriate body for accepting a resignation.

In my response above, I initially added that RONR seems to provide that a resignation should be in writing unless made verbally in a meeting. However, I did not have RONR at my fingertips and was not able to provide a citation so I deleted that statement before posting my comment. RONR does not actually say that a verbal resignation left on an answering machine is not valid, but that might well be the effect of the provisions in RONR. I think that the assembly might well consider the answering machine message to be a resignation if the officer says or does something else to reinforce it such as saying the same thing to another member and failing to perform any of the duties of the office. At some point, as a practical matter, the society would be justified in taking the position that the officer has tendered a resignation.

Guest Mike, not only is the 2 to 1 vote a majority vote, it is also a two-thirds vote since there are twice as many yes votes as no votes. As stated in the answer to FAQ # 6, abstentions don't count and don't affect the result one way or the other.

I agree with the responses above provided the organization does not have a bylaw provision that says a resignation is effective when received. Guest Betty, do your bylaws say anything about how an officer goes about resigning and when the resignation becomes effective? If not, the provisions in RONR are controlling. I agree that it sounds like the resignation has been withdrawn.

Thanks Hieu. I knew I had seen that question in the last day or two. I would point out to our guest that even though there is no provision for officially canceling an already scheduled meeting, if the president does in fact announce that a meeting has been cancelled and if the numbers oblige and stay home, there is probably no harm done. On the other hand, if enough members to constitute a quorum do show up for the meeting, they can have the meeting and adopt motions just like they could at any other meeting. It could allow a small minority to adopt emotions with far-reaching implications. Therefore, trying to cancel a meeting when there is no legal mechanism for doing so can be problematic.

I agree completely with the comments by Josh Martin and also recommend the two books he recommended as supplements to help you understand RONR. Keep in mind that neither book is a substitute or replacement for RONR. RONR In Brief is a condensed version of RONR which is written in easy to understand language by the same authorship team as RONR and contains the fundamental information most often needed in order to participate in meetings of deliberative assemblies. Robert's Rules For Dummies is an excellent book about RONR which is very accurate and can be a tremendous aid in understanding some of the more complex provisions of RONR.

There is no authority in RONR for anyone or any group ( such as the executive committee) to cancel a meeting unless that authority is granted in the bylaws.

Guest Chet , I think your question has been properly answered, at least according to RONR, but why don't you tell us exactly what your bylaws say about the notice requirement? Give us an exact word for word quote, don't paraphrase. By the way, the postmark date may or may not be the date the notice was actually mailed. It is evidence of the date the notice was mailed but it may or may not be controlling. To avoid problems, notices should always be mailed at a time at which they can still be postmarked the same day. Mailing in a corner mailbox after the mail has already been picked up could be problematic but could still constitute timely mailing. If I was the one responsible for mailing the notice, I would never allow that to happen.

I agree completely with George Mervosh but have some questions for guest Wayne. First, who was actually presiding at this meeting? The president or the elections officer? Second, if it was the president, by what authority did the elections officer have the two guests removed? Third, if the elections officer was presiding, why? The regular presiding officer should preside over elections unless you have a rule to the contrary. I am assuming that this meeting was not in executive session. If it was, that changes things, but the guests could still have been allowed to remain by a majority vote.

Thank you, Dinner Guest, for pointing this out. I've been wanting to do that since yesterday, but was on my cell phone and did not have an RONR with me to provide a citation. I knew from past discussions that I had better get it right. If anyone wants to check, there was another thread from a few days ago about oral reports and there was another one in September of 2016, I believe.

Guest afv, we have already answered this question for you. Was this post a mistake?

Nothing in RONR expressly requires outgoing officers to turn the society's records over to the incoming officers, but at least as to the secretary and treasurer, I think it is inferred from all of the language in RONR about the secretary being the custodian of the society's records other than those of the treasurer. The treasurer keeps the financial records. Since the outgoing secretary and treasurer are no longer officers, and the new secretary and treasurer are to be the custodians of their respective categories of records, it seems to follow that the outgoing officers should turn over these records. If an outgoing officer refuses to turn over records or property properly belonging to the society, an attorney should perhaps be consulted. That is a legal issue, not a parliamentary one.

The motion failed. Period. He should make an announcement that the motion failed. No point of order needed. A motion fails on a tie vote. And it's not an implication. It's a fact. He needs to do his job and announce that the motion failed. Otherwise, people may be hanging in limbo, wondering what the status is, as I suspect is actually happening.

I'm not sure of the difference between a "review" and an "examination", but I think I agree, at least if a "review" means what Mr. Anderson says it means and if the society agrees. I don't yet accept that we (or this society) must use the GAAP definitions. (Generally Accepted Accounting Principles). I think this society can interpret its own bylaws and determine for itself what kind of "audit" (or review) must be conducted and who shall conduct it. It seems to me, without looking up definitions, that a review is perhaps less comprehensive than an examination, and an examination is less comprehensive than an audit. If that is the case, the newest amendment might be outside the scope of notice, since a "review" is even less thorough than an "examination". They went from "audit" to "review", but the notice was to go from "audit" to "examination". It may be that the change from "examination" to "review", made a greater change than the proposed change in the notice. I also note that Mr. Anderson himself says there is no GAAP definition of "examination", so I don't see how we can say with certainty that a "review" is more or less comprehensive than an "examination". I frankly think that the two terms are so close in meaning as to be insignificant for bylaw amendment and notice purposes unless the intent was to stay completely within GAAP guidelines and definitions. But, I do agree that IF we are to use Mr. Anderson's understanding of the terms (and if the society agrees with his definition since it's the society's understanding that will control), then the newest amendment is a lesser change than the one noticed and would therefore be in order. Apparently the society agreed (if it was aware of the GAAP definitions) since it adopted the newest amendment. I'm actually not sure that the membership knew of the GAAP meaning of "review" at the time the amendment was adopted. I hope Mr. Anderson will let us know. I have a hunch the membership might have been thinking it was going to a still less comprehensive examination of the treasurer's records. Nonetheless, it is the underlying premise that the GAAP definitions must be controlling here that is giving me problems. Question: Why are "we" (or this society) having to use the GAAP definitions and interpretations? Has the society actually adopted them, like it adopts a parliamentary authority? Does some law require it? Second question: Doesn't this society have the authority to determine for itself, with the current bylaws, what type of audit it will conduct, how thorough it will be and who will conduct it? And can't the society do the same with this "review"? Third question: Couldn't the matter of how and by whom the audit is to be conducted be established by a motion or by a standing rule or special rule of order? I just don't see the need for a bylaws change at all, unless the society just wants to go from an annual audit (or examination or review or whatever) to a biennial audit. Changing from an annual audit (or whatever) to a biennial audit (or whatever) would require a bylaws amendment. I see no need to use a CPA with either the original or the new bylaws wording. RONR seems not to require it, either. And I don't think the new language requiring a "review" requires the use of a CPA unless there is a controlling statute somewhere dictating otherwise. Note: I do understand that the amendment has been adopted even though some of my comments may indicate it is a proposed amendment. I see no need to have done anything in the way of bylaw amendments because I think their objective could have been achieved without amending the bylaws. That's the point I was trying to make in my post above.

I disagree with your contention that under the current bylaws the annual audit must be performed by CPA. Perhaps there is a statutory requirement for having to use a CPA, but without such a requirement I believe it is up to your organization to determine how and by whom the audit will be conducted. Nothing in the standard dictionary definition of "audit" requires the use of a CPA. Audits might commonly be performed by CPAs, but I don't believe there is a requirement for that unless a statute in your state requires it. Edited to add: Nothing on pages 477-481 of RONR regarding the Treasurer's report and the auditing of his report indicates that the audit must be performed by a CPA. In fact, much of the language on those pages indicates that the audit might be performed by a committee comprised of other members of the society. You might also look at the sample bylaws provision on page 587 of RONR regarding an auditing committee.

What do the current bylaws say about the powers of the board? Is it the second paragraph that you have in quotes ? Edited to add:how are new members currently admitted? I guess we are confused as to what your bylaws currently say and what they would say with the proposed amendment.