Dan Honemann

The initial response to the questions asked in this thread was correct in all respects.

The only point that RONR is trying to make in this connection is that when, as so often happens, an organization's bylaws provide that the President shall be a member of all committees (with limited exceptions), as in the sample bylaws on page 587, lines 34-36, the evident intent and purpose of such a provision is to permit the President to act as a member of these committees, but not to require that he or she do so.

Oh, I think that if a committee's chairman will be acting as parliamentarian at the meeting at which the committee 's report is to be presented, the committee should certainly choose another one of its members to act as its reporting member.

But now that you mention (in another thread) that your association is a home owners association, you may find something in an applicable statute relating to your questions. If so, it will take precedence over anything in your bylaws or in Robert's Rules of Order with which it may conflict.

Well, you have the correct answer to your questions in the first two responses posted.

I'm not at all sure about this. It appears that the point of order was raised regarding the eligibility of nominees who were declared to have been elected. As a consequence, it may well be that this appeal does not adhere to any pending motion. If the point of order was raised immediately following the chair's announcement of the result of the vote, I suppose the election might be regarded as still pending, but I'm not at all comfortable with the idea that a motion might then be made to lay the election on the table.

Let's hope this isn't really what it says.

The point of order could have been validly raised only if it was genuinely incidental to the conduct of the meeting or to the transaction of the business specified in the call of the meeting. Was it?

Based solely upon the facts provided, I think that, as far as the rules in RONR are concerned, the power vested in the Board by the Articles of Incorporation to determine the location of this particular office cannot be undermined by any provision contained in the bylaws. In other words, I'm inclined to disagree with the previous responses.

Well, at least I think so, absent something else in the bylaws indicating otherwise. 🙂 Whenever there is any conflict between the rules in the bylaws and the rules in RONR, the rules in the bylaws prevail.

The language suggested on page 574 relates entirely to removal of officers from office, and cannot be adjusted in any way to relate to expulsion from membership.

Actually, I think the language he might want to use would be something similar to that which is found in RONR (11th ed.), on pages 653-54 regarding removal of an officer from office under certain circumstances. His bylaws might say something to the effect that, at the special meeting called for such a purpose, members may be expelled from membership simply by the adoption of a motion to do so, without trial, and specify the vote required for adoption of such a motion (which, we are told, they already do).

I suggest that you take a careful look at SDC 6 for the motions to Rescind and to Amend Something Previously Adopted (RONR, 11th ed., p. 306), and what is said on pages 307-308 regarding amendment of such motions which go beyond the scope of notice given regarding their proposed amendment.

Well, the insertion of that word "voting" before "members" may give rise to a bit of an ambiguity unless there are members of this organization who, although they are "members", are not "voting members".

Your minutes should record exactly what was reported by the tellers (scrutineers), and the result of the vote as announced by the chair.

Go out of business?

I think it will be necessary to read the bylaws in their entirety before making any effort to answer this question.

Well, at the risk of starting another kerfuffle of sorts (let's hope not), I'll say that I much prefer your statement to the effect that a bylaw provision would be required to prohibit partial abstentions in instances such as this, as opposed to Mr. Brown's reference simply to an organization's rules as being sufficient.

I agree with Josh Martin when he says that there is some ambiguity in a rule that states that an “Officer who consistently neglects duties can be removed from office by 2/3 vote of the Executive Committee and the organization ….", particularly when it appears that only a portion of the rule has been provided (and perhaps paraphrased, even although in quotes), and when we are told that the parliamentarian interprets it as meaning that two-thirds of the Exec Committee and two-thirds of the organization must be present to vote, indicating that he or she believes, for some reason or other, that the requirement for adoption is a vote of two-thirds of the entire membership of each of these entities. I find the last phrase of the initial post, which indicates that the parliamentarian also opines that "if the voting results in a majority, then the officer is removed" so far out in left field that most likely something has been misstated.

Since you refer (using quotes) to a "friendly amendment", here is what RONR, 11th ed., says about such things (on p. 162): "The term 'friendly amendment' is often used to describe an amendment offered by someone who is in sympathy with the purposes of the main motion, in the belief that the amendment will either improve the statement or effect of the main motion, presumably to the satisfaction of its maker, or will increase the chances of the main motion's adoption. Regardless of whether or not the maker of the main motion 'accepts' the amendment, it must be opened to debate and voted on formally (unless adopted by unanimous consent) and is handled under the same rules as amendments generally (see also pp. 295–98)."

I see no reason why a bylaw provision which says, in effect, that any bylaw provision may be suspended by the vote of a majority of the entire membership would not apply to a bylaw provision requiring previous notice of motions.

I gather that there is a requirement in your bylaws that previous notice must be given of proposed bylaw amendments, and I'm curious as to why you say that it appears that this rule cannot be suspended.

I suppose the problem is that the OP has not as yet advised us as to what, if anything, the bylaws provide which specifically relates to their amendment. All we have been told is that the bylaws state that "A simple majority vote will decide all actions".

Nothing at all on page 16 of RONR (11th ed.) is relevant to the questions you have raised. As has previously been noted, bylaw provisions may be adopted that restrict voting rights. You can, at any time in the future, propose the adoption of a bylaw amendment which will effectively remove any provision in the bylaws which you find improper or undesirable.

Yes. See RONR, 11th ed., pages 295-298 (paying particular attention to p. 298, ll. 1-2).