Richard Brown

Guest, Tim, most of your answers are going to be found in your own rules, not in RONR. What do your bylaws and other rules say about email Voting?

eEited to add: if email voting is not authorized in your bylaws or other rules or by state law, it is not permitted at all.

On 4/23/2024 at 10:41 PM, Wright Stuff said:

The state's parliamentarian assured us that the IPP is on the Board even though he was not elected to it.

On 4/23/2024 at 10:41 PM, Wright Stuff said:

How do you elect an IPP?

You don’t. The immediate past president becomes immediate past president by virtue of being the last person to have served as president regardless of why he or she is no longer president. 

Agreeing with Mr. Katz, can you give us more information?

In other words, guest Marion, we need more information in order to give you a “yes“ or “no” answer! For now, the answer is “it depends“. Or “Maybe”. 

My concern is the same as that of Mr. Merritt.  If this organization is subject to state (or local) open meetings laws, changing the agenda in this manner may not be permitted. 

We really need to know the answer to Mr. Merritt’s question in order to better help you.   The removal from office procedures in RONR can be rather complex or relatively simple, depending on certain language in your bylaws. The chapter on discipline, for example, chapter XX, is 26 pages long.

In addition to the excellent questions posed above by Mr. Martin, I want to drill down further on one of them:  who is this nonmember who is conducting the board meetings and how and why and by whom was he selected to do so? I agree with Mr. Martin that this board needs to take back control of its meetings and probably select a new presiding officer quickly. 

The secretary needs to do everything reasonably possible to “find“ the bylaws. Since for some reason the secretary seems reluctant to do so, I suggest a small committee be created to find a copy of the bylaws. I bet a copy exists somewhere.  If no copy can be located, then the Society should adopt a new set of bylaws. 

No, not if the recommendation came from a committee of more than one person. Pursuant to RONR, recommendations from committees of more than one person which are made by the chairman or the member presenting the report do not require a second.

On 4/25/2024 at 5:50 PM, Joshua Katz said:

A person has acquiesced in allowing the majority to decide whenever they abstain. On that, we agree. So why do I need a bylaw to say so? I don't. The bylaw, so read, changes nothing from how it would work absent the bylaw. So it's surplusage. At least, that's my argument.

So if the bylaw language is just surplusage and changes nothing, why would you count an abstention as a no vote?

I agree with Mr. Martin that the nominating committee technically can be selected at any time and the date or timing is usually determined by the organization’s bylaws or custom. However, it has been my experience that the vast majority of groups that I work with select their nominating committees later in the year, not at the same time that the officers are elected or take office. Perhaps Mr. Martin‘s experience is different. I thought my original answer made that point, but perhaps it wasn’t as clear as I thought.

On 4/25/2024 at 4:47 PM, Joshua Katz said:

Well, I'm by far outnumbered on this, but I wonder - under the interpretation everyone but me advances, what does the "acquiesce" language do? If it does nothing, it seems to me, it is preferable to interpret it in a way that it is not surplusage.

It means: that you have agreed to go along with whatever the majority wants. You have acquiesced. You have not affirmatively voted either yes or no.  You have simply not participated. You have acquiesced. There are times, such as when a vote is based on the number of members present rather than the number of members voting, that an abstention might have the EFFECT of a no vote, but it is most definitely not a vote at all and should not be counted as such. 

No.  Unless you have a rule to the contrary, motions must be made at and during meetings.  Prior to the meeting, a member can announce his intent to make a motion at the meeting, but the motion itself must be made at the meeting.

I agree that based on additional facts these meetings might indeed be regular meetings rather than special meetings.  As such, the date, time and location must be provided in the meeting notice, but not necessarily the purpose of the meeting or the items of business to be taken up.

Agreeing with Mr. Katz, nothing in RONR prohibits this one on one interaction.

You asked “Is the nomination committee sworn in with the new executive administration?”

Normally, this would not be the case because the nominating committee is usually appointed or elected later in the year prior to the next elections and members of committees are not normally “sworn in“. What do your bylaw say about the nominating committee? When, how, and by whom is it selected? is swearing out of other committee members or customary in your organization? 

On 4/25/2024 at 9:29 AM, Guest John said:

Our church bylaws state this

“Special Membership Meeting: With at least two-week’s notice, a special membership meeting may be called by the Chairman, by at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting. The Secretary shall post notice and the Chairman shall convene the meeting.”

We have members who called a special membership meeting on a specific date and time. They sent the signatures to church council 2.5 weeks ahead of the date for the meeting in order for secretary to post notice.

However, there are some church council members who contend that the entire church council must approve the call. There are some other church council members who contend that these members have the right to call the meeting, but they cannot demand a date or time. The church council sets the date and time.

Are either positions right according to Robert’s Rules?

 

 

 

The way I read the quoted provision from your church bylaws is that when the required number of church members call for a special meeting, those members set the date time and location for the meeting and the secretary must post the appropriate notices and the chairman must call the meeting to order at the specified date, time, and place.

It is up to your members to interpret their own bylaws. We cannot do that for you, but it seems clear to me that whoever “calls“ the meeting has the right to set the date time and location of the meeting. I see nothing to indicate otherwise.. The required number of members clearly have the right to call such a meeting.

Edited to add: pursuant to the rules in RONR, the notice of a special meeting must also include the purpose of the meeting, stating with some specificity the matters to be taken up it said meeting.  Your bylaws do not seem to specifically require that, but I would suggest it is a very good idea to do so anyway.  In the event of a conflict, your bylaws control.

On 4/24/2024 at 6:13 PM, J. J. said:

Yet, even in a single room, the "opportunity for simultaneous aural communication among all participants" may be lacking. 

Not in the way it is with the rules imposed by the chair in this situation.  You're reaching, JJ.

On 4/24/2024 at 9:12 AM, Guest Grace said:

We will be using an agenda. I am preparing it now and want to place unfinished business after the minutes but before we have officers' reports.

Agreeing with JJ, if the body (the assembly.... the group that is meeting, whether it be the board or the general membership.... adopts or approves the agenda that you prepare, then it is a done deal.    Please understand that unless your rules proviide otherwise, no one person has the power to "set" or mandate a particular agenda.  Neither can the board, unless it is a board meeting.  Anyone can propose an agenda, but it is not an official agenda until it is adopted by the body that is meeting. Until then, it is simply a PROPOSED agenda.

On 4/24/2024 at 8:56 AM, Guest Robert said:

Does this change the scenario?

Another by law states- The Board may adopt, amend, or repeal rules of order for its own operation by simple resolution of the Board passed by a majority of those present and voting.

I agree with Mr. Novosielski . It does not change anything.

If you are using an agenda, you may arrange it in any order you so desire. You aren’t required to follow the standard order of business.  Once an agenda is adopted, if you are using one, you may still suspend the rules to take an item out of order.

Guest Robert, you have a Strange by law provision, and it is ultimately up to your organization to interpret it. We cannot interpret your bylaws for you.

On 4/24/2024 at 8:19 AM, Joshua Katz said:

It passes, because 3 is greater than 2, making it a majority. 

I agree.  The abstention does not count and should be ignored.

On 4/24/2024 at 8:19 AM, Joshua Katz said:

guess this means that this vote should be recorded as 4-2, although I have no idea what is accomplished by this.

I do not think that the vote should be recorded as a 4 to 2 vote. In my opinion, it is still a 3 to 2 vote. The bylaw provision at issue does not say that abstension shall be counted as a vote with the majority, but rather that the person who abstains shall be deemed to acquiesce with the majority.  That is indeed the effect of an abstention in RONR. I do not believe the quoted bylaw provision changes that. So, I would still record the vote as a 3 to 2 vote.

On 4/23/2024 at 8:44 PM, Guest Kate Kutash said:

Is there ever a time you canNOT abstain from a vote?

Only if your governing documents or state law so provide. If RONR is your parliamentary authority and if it controls, members have the absolute right to abstain.

On 4/23/2024 at 6:14 PM, Guest CuriousJ said:

2. "Special Meetings: Special Meetings of the Board of Directors may be called at the
discretion of the President, three (3) or more Members of the Board of Directors or
by 10% or more of the Members of the Club."

This provision refers only to special meetings of the Board of Directors, not to special meetings of the membership.  Do your bylaws provide for special meetings of the MEMBERSHIP? 

At board meetings, non-board members have only whatever rights your own rules confer on them.  Under the rules in RONR, people who might be members of the organization but are not members of the board have no rights whatsoever even to attend the board meetings, let alone speak at them.  Your rules, or perhaps state law, might grant non-board members some of those rights, but RONR does not.  Of course, the board may probably PERMIT non-board members to attend and even to speak, but the board is under no obligation to do so per the rules in RONR.

Board meetings and membership meetings are completely different things.  The distinction is very important.

Not unless your own rules require it.  Nothing in RONR requires it.  Is your executive committee only advisory or does it have the authority to make binding decisions?