Richard Brown

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.

Paul, I'm of the opinion that such a motion does need a second.  RONR explicitly says that motions made on behalf of a committee by the committee chairman do not need a second, but there is no similar exception for a motion made by a member based on an officer's report.

22 minutes ago, Josh Martin said:

I'm not sure the motion is in order at an annual meeting at all. It would seem to me that the rule requires that removal be done at a special meeting.

Richard, I think the reason for the OP's question is that the rule regarding removal specifically refers to "a special general meeting," and the question is what vote sest would be required to remove a director at a regular annual meeting of the general membership.

I agree. And I agree with the first paragraph of your response, too.

FWIW, some authorities, such as AIP's "The Standard Code",  do rank established custom above the rules in the parliamentary authority. RONR does not. It ranks custom last. 

This strikes me as really no different from any other elections. Although nominations are debatable, the elections themselves are not debatable.

I think you will have nothing but trouble as long as your bylaws say RONR shall be used "as a guide".

Why not use the time-tested language used on pages 580 and 588 of RONR?

I imagine the intent  of some of your members is to give custom a higher standing than it is given in RONR.  It seems to me that if that is the issue, that you can add language, after the standard language about RONR controlling whenever not in conflict with the society's bylaws, add "or established customs".  That would elevate your established customs to a step above RONR.  I don't recommend it, for the reasons you stated, but it is an option.  The chair, or the assembly if there is an appeal, would decide on a case by case basis whether something is in fact an "established custom".

It's ultimately up to your organization to interpret its own bylaws.  We cannot do that or you.  We can help you with what RONR says and means. 

Having said that, my own opinion, for whatever it's worth, and without having read your bylaws in their entirety,  is that the vote required to remove a director from office is two thirds of those members present (not two thirds of those present and voting).  That is a specific provision which usually prevails over the more general provision about majority votes.  In fact, the  provision about majority votes even says "unless otherwise provided by the articles of bylaws".  Well, the two thirds of the members present provision provides otherwise and controls.... in  my personal opinion.

1 hour ago, g40 said:

Seems to me that the motion to "do" something should have included authorization to "pay for" the something.

Don't you think the authorization to pay for the something could be implicit in the motion? For example, if the motion is to purchase a Toshiba laptop computer model xxxx from Best Buy for $500, don't you think that includes authorization to pay for it?

6 hours ago, Guest Amy said:

A motion was passed for an organization to do something.  It passed.

Then another person made a motion to pay for the something.  It did not pass.

Should the 2nd motion had been accepted?

 

What do you mean when you asked if the second motion should have been "accepted"? Are you asking whether it should have been allowed on the floor or are you asking if it should have been adopted?

Did the first motion provide, either directly or indirectly, that the "something" would be paid for if it cost money? For example, if the motion was to purchase something, that carries with it an implication that the something will be paid for.

A little more information would be helpful.

Agreeing with Dr. Stackpole, it takes a majority vote to reopen nominations unless it is done by unanimous consent.

2 hours ago, Kim Goldsworthy said:

   

Page 308 letter C assumes that the resignation is one which has no conditions, or which has no future effective date.

Page 308 assumes a resignation is an unconditional resignation. -- No  conditions.

34 minutes ago, Daniel H. Honemann said:

Baloney.

43 minutes ago, George Mervosh said:

You're assuming p. 308 assumes that.  And that makes no sense.

I agree with Messrs Honemann and Mervosh. I see no such limitation in RONR. Also. There are no "conditions" to this resignation. It is simply prospective, meaning it takes effect on a future date. Such resignations are quite common with elected officials, in business and in private voluntary societies. It makes for better planning and easier transitions.