Dan Honemann

It appears that the motion to amend the bylaws was amended during its consideration, and then adopted as amended.

I don't know what factual situation Guest mario has in mind. Perhaps he is asking what changes, if any, can be moved while the proposed bylaw amendments are pending for adoption.

And you are to be congratulated and admired for doing so. Please feel free to visit here whenever you encounter something in RONR that you find at all difficult to understand.

Yeah, but I like your response better than mine.

If your bylaws say that RONR In Brief is your parliamentary authority, then, as stated on page 7 of that book, the current edition of RONR is actually your parliamentary authority. To change to another will require a bylaw amendment. I doubt that the Zimmerman book is suitable for use as a parliamentary authority either. In any event, it really isn't a good idea to try to name two manuals as your authority.

I'm afraid that the only way to provide an answer to your question as to the validity of your board's appointment of a director to fill the vacancy you have referred to will require a review of all of your governing documents (charter, bylaws, applicable law), all of which supersede Robert's Rules). You say that your board and staff "manage all aspects" of your annual member meetings, but I sincerely doubt that your governing documents actually give them the power and authority to do so. Whether they do or don't, however, it would appear to me that the board did in fact have the authority to make this appointment. Either it was done in accordance with your governing documents or your membership was itself at fault in failing to take the action it should have taken at your annual meeting, leaving the vacancy for your board to fill. But since I haven't read your governing documents, my take on this isn't worth much.

The answer to this question is going to be found in your club's bylaws. What do they say about "emeritus members"?

You say that, at the regular meeting of the membership following the occurrence of the vacancy, "the board 'misinterpreted' the bylaw and did not run the seat in the election." It would seem that it was the membership that made a mistake, since it was the membership that then had a duty to fill the vacancy. Does your membership allow your board to have some sort of control over membership meetings? Was there some reason why your membership had no knowledge of the existence of this vacancy? If I understand the facts correctly, no mention of the existence of this vacancy was made at the membership meeting, and no effort was made to fill it. If this is so, the vacancy continued to exist following adjournment of that meeting, and I see no reason why the board may not fill that vacancy until such time as the membership fulfills its duty to do so.

What the FAQ says is that "if the rules explicitly require a majority or two thirds of the members present .... an abstention will have the same effect as a “no” vote" (emphasis supplied). You say that your council's rules provide that "a majority vote of those present shall be necessary for affirmative or negative action by the Council." By my standards, this does not at all explicitly require the vote of a majority of the members present. Instead, it can easily be interpreted to require a majority vote. As Mr. Martin has indicated, this is a question that should be addressed to your city’s clerks and attorneys. Presumably this ambiguity has been definitively resolved quite some time ago.

So we differ on what does or does not constitute a "particular size" within the meaning of 25:2(7). Life goes on.

The difficulty stems from the fact that you, Tomm, obviously do not spend anywhere near the time needed to think about any of the responses you receive, particularly the very detailed ones you receive from Mr. Martin, and to carefully review the portions of RONR cited in those responses, before posting again. My suggestion to those now responding is to resist posting again until at least 24 hours have expired since the last response. Hopefully this will encourage a bit more work on Tomm's part.

What I am looking for is a reference or link to the thread.

Can you let us know exactly where you were told this so that we can put it in context?

Can a subordinate board adopt a special rule such as this?

The statements I have bolded appear to be inconsistent, and in the statement I have bolded I do not know what you mean by "a tradition of Committee of the whole".

Did this occur before or after the minutes were approved?

I didn't say a 1/5 vote would guarantee election, I said a minority of the same size as if a 4/5 vote were required for election. But I've long ago grown weary of this discussion, so let me cut to the chase. I do not think that a rule mandating cumulative voting is a rule protecting a "minority of a particular size" within the meaning of 25:2(7). The fact that the fraction of members claimed to be protected by the rule will vary depending upon the number of positions to be filled is in my opinion alone sufficient to indicate that this is true. I also think there is some merit to the argument put forth by Dr. Kapur, but this is simply an additional reason in support of my opinion. Icing on the cake, so to speak. I freely admit to being rather obtuse regarding the mathematics you and Mr. Gerber were patiently attempting to explain to me, and for this I apologize.

When I said "will guarantee election" I meant election of the minority's candidate to a seat on the committee. Have I still got this wrong?

Thanks. I think I may finally be coming to grips with the numbers involved. I gather now (it's about time, one might say) that whenever 4 positions are to be filled, you are saying that the rule protects a minority of the same size as if a 4/5 vote were required for election, since a vote of this size will guarantee election. This fraction of members protected by the rule will vary depending upon the number of seats to be filled, but can be determined by use of the same formula.* The question remains as to whether this is the sort of "minority of a particular size" contemplated by 25:2(7). Agreeing with Dr. Kapur, I remain of the opinion that it is not. I am also still of the opinion that the rule is a suspendible rule, a two-thirds vote being required for adoption. --------------------------------- * If I still have this wrong, just say so and don't waste your time bothering to tell me why.

Yes, any number greater than one-half will be "more than half", which is the definition of a "majority" for purposes of determining the outcome of a vote. However, I think that only one number or fraction can constitute "a particular size", such as "one-fourth" or "one-fifth" for purposes of 25:2(7). It is true, of course, that if a rule protects a minority of one-fourth or one-fifth, any fraction less than that will also be protected, but there has to be that fraction of a particular size to begin with.

While you are waiting for a response from Dr. Kapur, I can't help but feel it a bit strange to refer to "any number greater than 1/5" as being the number of members protected by a rule. I suppose lots of numbers will be greater than 1/5. Do you mean the smallest one of these numbers?

Isn't this the same question that has been discussed at length in this thread?

I assume this is referring to the election, and so I don't see where this makes any difference. As I understand it, the bylaws do not require a ballot vote, but I would think that a motion could have been adopted ordering one. If so, this should have no effect on the responses to the questions asked.

The fact that something has been done incorrectly in the past does not mean that it should continue to be done incorrectly after the error has been discovered. I doubt that you mean to imply otherwise.

RONR, (12th ed.) 1:4, 40:1