Dan Honemann

Comments do not belong in the minutes.

The question as to whether or not they had to (or now have to) make their decisions in accordance with the rules in RONR (which is, as noted, a codification of present day general parliamentary law), or any other rules, is one which we are not in a position to answer.

I agree that the question here is not "Have they done this in accordance with the rules in RONR?" The real question is "Did they have to do this in accordance with the rules in RONR?" The answer to the first question is easy. No, of course they haven't done any of this in accordance with the rules in RONR. I'm quite sure that no one thinks that they have. The real question being asked is one which we are not in a position to answer. We certainly won't find the answer by looking at anything in RONR.

I'm afraid that it is up to the membership to make this determination.

I very much doubt that they do, but I haven't read your bylaws. If the membership elected them, the membership has, in effect, decided that they are eligible to serve, and the board ordinarily would be without power to decide otherwise.

Then I very much doubt that your board has the authority to declare them ineligible to serve as members of the board. In any event, don't fail to send them notice of this special meeting of the board that you say is to be held.

Well, then, who elects the members of the board?

Even if these officers are finally determined to be in ineligible to serve in (or are voted out of) their respective offices, won't they still be members of the board?

I disagree, but I'm sure that nothing will convince you that it is fruitless to continue on with this chatter.

The notion that any of this is governed by the rules in RONR is absurd. This has been noted a number of times early on in this conversation, but apparently to no avail.

It appears that the second question asked is moot, since the answer to the first question is "no". But even if the second question is being asked in anticipation of such action being validly taken at some future meeting of the board, it seems to me that the answer will depend not only upon what (if anything) the bylaws say about what constitutes a quorum of the board, but will also depend, much more importantly, upon what the bylaws say about the election of officers, their terms in office, the "suspension" of officers by the board, the filling of vacancies in office, and so forth. In other words, one will need to read these bylaws in their entirety before even trying to arrive at a reasonable response.

Our concern in this forum is with understanding what the rule is now. I'm confident that those responsible for changing it, if any change should be made, are quite capable of doing so without any help from us.

Oh, I'm quite sure this will be taken care of.

Actually, what RONR says (on p. 45) is that: "The chair must always call for the negative vote, no matter how nearly unanimous the affirmative vote may appear, except that this rule is commonly relaxed in the case of noncontroversial motions of a complimentary or courtesy nature; but even in such a case, if any member objects, the chair must call for the negative vote. A further exception arises when the negative vote is intrinsically irrelevant, as, for example, when 'a vote of one fifth of the members present' is required, and the number who have voted in the affirmative is clearly greater than one fifth of those present (see p. 403)." (Emphasis supplied) In my opinion, according to the book as now written, if the vote of a majority of the members present in an assembly (not a standing or special committee) is required for adoption of a motion and the number of members who have voted in the affirmative is less than a majority of the members present, the chair must call for the negative vote. Negative votes are not irrelevant in this instance because, although an abstention has the same effect as a negative vote, an abstention is not a vote, and only members who actually voted "no" are eligible to make a motion to Reconsider the vote on a rejected motion. The only recognized exception to this rule is with respect to motions adopted by unanimous consent.

Well, "pound" is a bit too strong a word to use.

Way back in the beginning of this thread you were referred to RONR (11th ed.) tinted pages 18-19, motion 49.

As best I can determine from what has been posted so far, no notice at all need be given to the membership that their dues will be increased, their only protection being that the increase cannot be above a certain amount. Anyway, isn't this all much ado about almost nothing. It takes very little effort to give previous notice of an intent to make a motion, and since this is a small board whose attendance may be high, there may be very little difference between a majority vote and a vote of a majority of the board's entire membership.

I do not think that there is anything wrong with what your bylaws now provide. The problem you initially described doesn't stem from your bylaws, it was caused by the fact that you don't know exactly what action was last taken by your board with respect to setting the amount of your dues. As a consequence, your board will simply have to assume that it must rescind or amend whatever it previously adopted in this regard.

In the preceding three-post exchange to which you refer, no reference was being made to any particular board, and certainly no assumption was being made that there was already a permanent dues policy in effect. In the context of the preceding exchange, the situation referred to by Mr. Novosielski was the one in which the amount of dues set by the board was set to be in effect for a two-year period only, which period had expired. Under these circumstances, no amount of dues has been set by the board to be in effect for subsequent years. In looking back over the entire thread, I see what it is that gives rise to your concern, since an assumption was there being made that dues were previously fixed for an unspecified period of time, or at least for a period of time that has not as yet expired. In such a case, I agree that whatever motion is now adopted to change this amount to something else should be worded in such a way as to make it clear that it supersedes anything previously adopted by the board in this regard.

Then there won't be any until they say so.

If, as here, the bylaws provide that "Annual membership dues shall be as determined from time-to-time by the Board of Directors", then the board may adopt a motion fixing the annual dues at a certain amount for a specified period of time (one year, two years, or whatever), or it may adopt a motion simply fixing the annual dues at a certain amount. In the latter instance, a motion to Amend Something Previously Adopted will be required in order to change the amount. In the former instance, a motion to Amend Something Previously Adopted will be required only if a change is sought to be made before the expiration of the specified period of time. After that period of time has expired, a "plain old garden-variety main motion" is all that will be required.

The only significant difference is that an Objection to the Consideration of a Question will not be applicable.

No bylaw amendment is required. If the board now adopts a motion that the dues for the following year will be X Dollars (or words to that effect), than a motion to set the dues for the year after that will be a "plain old garden-variety main motion to set the dues at $xx — requiring just a plain old garden-variety majority vote" (to use the OP's words in the initial post)*. --------------------------------- * Although it will be an incidental main motion, and not an original one.

Under these circumstances, it is not possible to know for sure whether there is anything which needs to be amended, although this would appear almost certainly to be the case. As a consequence, it is quite obvious that your board should proceed on the assumption that to change the amount of your club's dues will require either a two-thirds vote or the vote of a majority of its entire membership unless previous notice is given. As I said, it ain't rocket science.

Aw, c'mon, this ain't rocket science. What, exactly, was the wording of the last motion adopted by the board fixing the amount of the dues?