Dan Honemann

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?

I agree. The proposal will not automatically come up again (it died with adjournment of the meeting six months ago), but the committee can move an identical proposal once again at the organization's next meeting.

Suppose the reason that a quorum is not present at a meeting may be because, in determining the number of members who must be present to constitute a quorum, members who may not have attended "8 out of the 12 meetings during the year" are being counted. Would it be in order to raise points of order concerning the eligibility of such members to vote, and thus perhaps reduce the number of members who must be present to the point where a quorum is present?

I am afraid that what little has been said so far in this thread can very easily be misinterpreted or misunderstood, and so I do hope that Mr. Britton will return to explain what he means by "a fundamental right under common parliamentary law". This term is found nowhere in RONR. As RONR makes clear in its Introduction: "Acting under the general parliamentary law, any deliberative assembly can formally adopt written rules of procedure which, as fully explained on pages 15 ff., can confirm, add to, or deviate from parliamentary law itself." (RONR, 11th ed., p. xxix) In other words, an organization may adopt and enforce whatever rules it wishes for the governance of its proceedings, whether it finds them in a book or simply makes them up out of whole cloth, provided that such rules do not violate the constitutional rights of any of its members or conflict with any federal, state, or local statute or ordinance applicable to it.

I'm not at all sure as to exactly what it is that you are asking, or why, but I am unaware of anything that would lead me to believe that what is said in that first paragraph on page 656 of RONR is not an accurate statement of what is generally accepted to be common parliamentary law here in the United States.

Regardless of whether these rules being referred to are standing rules or special rules of order, the rules in RONR (11th ed.) relating to their amendment are found in Section 35 (pp. 305-310).

RONR does say, on page 354, lines 17-20, that: "If for any reason there are minutes of other meetings in addition to the last meeting that have not been read previously, they are each read and approved first, in order of date from earliest to latest." I agree with Mr. Brown that this does not mean that minutes of the earliest meeting must be approved before the assembly can proceed to consideration and approval of minutes of meetings that were held later. It is in order for an assembly to decide to "dispense with the reading of the minutes" of an earlier meeting, and then proceed to the reading and approval of the minutes of a later meeting (RONR, 11th ed. p. 474, ll. 8-18). It should be noted, however, that it is this incidental motion to "dispense with the reading of the minutes" which should normally be used in these instances, and not the subsidiary motion to Postpone to a Certain Time. In any event, this is not a good situation for our guest's Planning Commission to be in, and it should make every effort to approve the minutes of its October meeting as soon as possible.

... and as soon as possible.

Since the question asked, in essence, was whether or not the rule was validly adopted, I think it is much more important to point out that it was not validly adopted, and why, than to note that they did not need to attempt to adopt one.

It's about time someone mentioned this. The facts as stated indicate rather clearly that this was, in fact, what happened.

Oh, I don't think it helps to make believe there is any doubt about this.

We are told that: 1. This board, consisting of 11 members (I gather), erroneously declared a candidate for a leadership position to have been approved by it by a vote of 5 in favor and 2 opposed, with 4 abstentions. 2. The declaration of the result of the vote was in error because the bylaws require “a two-thirds (2/3) majority of the entire Board of Directors” for approval, but no point of order was raised at the time when the result of the vote was declared. 3. Two months later this candidate was elected by the membership, and the organization is now in receipt of a legal opinion that “because an error had been committed by the number of abstentions” (presumably referring to the error in the declaration of the result of the vote by the board), the subsequent election (two months later) of this individual was null and void. 4. The question that has now arisen in a formal complaint against a Board member is "Who is responsible for declaring that the individual had met the required level of approval to continue on to election by the membership as a whole?" I find it rather strange that this question is said to have now arisen in a formal complaint against a Board member. It seems to me that the question being asked is “who was responsible for ensuring that the declaration of the result of the vote taken by the board was correct?” If so, I’d think the answer is that every member of the board who was present at the time was equally responsible for ensuring that the applicable rules were followed. But since we have no information concerning exactly what was reported by the board to the membership’s assembly, what the attorney’s opinion is based upon, or anything at all about the substance and nature of this complaint against a board member, I’m not willing to go any further than this.

But there wasn't just one nominee, there were three. Actually, there were eventually four nominees, but what made the question interesting was that it appeared that there would only be three.

No, it wouldn't be wrong; but there would then be no notice taken here of the fact that there is an exception to this exception.

That statement on page 252, lines 20-27, is one of the two instances I had in mind when confessing that RONR does say (rather cryptically) that it is "never too late" to raise a point of order when action has been taken in violation of a rule which renders that action null and void. However, both this statement and the one on page 251 (I believe these are the only two) should be understood as being qualified by what is said on page 251, lines 3-7, and I don't think that what is said in 2006-6 changes this in any way. Never is a long time.

RONR does say that it is "never too late" to raise a point of order when action has been taken in violation of a rule which renders that action null and void, but a more complete and accurate statement is found on page 251, lines 3-7: "The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach." As Josh Martin correctly points out, it is a mistake to say that a point of order does not need to be timely if there is a continuing breach. In such a case, a point of order concerning the breach will be timely only if made at some point during the continuance of the breach, and not thereafter. The footnote on page 251 does not, of course, actually say that a point of order does not need to be timely if there has been a violation of a rule giving rise to a breach of a continuing nature, and so may not, for that reason, be worthy my admonition to fix it, but I don't much care for what it seems to imply in this regard. However, that footnote also seems rather clearly to promise the reader that he will find a description of what is meant by a rule in the nature of a rule of order on page 17, lines 22–25. Now, that's not at all nice.

I don't think the wording in that sentence on page 445, lines 9-11, is all that bad (it's clearly referring to what constitutes timeliness as a general rule), but that footnote on page 251 is awful. Fix it.