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Josh Martin

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About Josh Martin

  • Birthday 09/05/1986

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    Minneapolis, MN
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    reading, writing, video games, parliamentary procedure

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  1. I concur with Mr. Honemann that these rules may not be suspended. I would add that another option for the society to consider would be to amend the bylaws to remove these rules from the bylaws entirely and subsequently adopt them as standing rules instead, in order to make them easier to amend in the future. Generally, the bylaws contain the fundamental rules of the organization and its operations, such as rules pertaining to membership, officers, elections, meetings, and the like. They usually are not the place for rules pertaining to parks and beaches.
  2. No, I don't think this clarifies anything. Keep in mind that currently, neither of the rules says anything about a recommendation, so I don't see how adding a rule about "precedence" would make clear that this is what is supposed to happen. If the society wishes to clarify these rules, it should add language which clearly states what it wants the rules to be.
  3. There seems to be some ambiguity in the meaning of these two rules, taken together. On the one hand, this clause seems to clearly provide that the Discipline Committee "shall investigate disciplinary issues, shall review all written complaints on disciplinary issues, shall determine if charges shall be brought, shall manage each case and report the necessary and recommended resolutions and, shall hold the trial, if it should be necessary." On the other hand, the other rule clearly states "The membership of a member may be terminated by a two-thirds (2/3) majority vote of the full Board of Directors... for violation of the Code of Ethics of the association." My best guess is that the intent is to have the Discipline Committee make a recommendation regarding the matter (after its process is concluded) to the board or membership, which makes the final decision. Then again, I didn't write these rules, and maybe there's even more provisions scattered throughout the bylaws regarding discipline I don't know about that would change the answer further. So I'd take this answer with a very large helping of salt. As I have noted previously, the organization will ultimately need to determine what its own bylaws mean. In the long run, it would seem prudent to amend the bylaws to clarify this issue.
  4. It should first be noted that questions concerning the interpretation of the organization's bylaws and code of ethics ultimately are up to the organization itself to determine, and will require a review of these documents in their entirety. RONR, 11th ed., pgs. 588-591 has some Principles of Interpretation which may be of assistance in this regard. With that said, I will do what I can to provide limited guidance on these questions based upon the limited facts provided. That would appear to be the case, since the rule specifically states that "The membership of a member may be terminated by a two-thirds (2/3) majority vote of the full Board of Directors... for violation of the Code of Ethics of the association." Based solely on what is provided here, it would seem to be in the opinion of the board, since the rule in question makes no reference to a Discipline Committee. It may well be, however, that the society has other rules establishing the "Discipline Committee" and defining the role of that committee in these matters, and those rules may affect the answer to this question. This is why, as I said earlier, that interpreting rules properly requires reading them in their entirety.
  5. No, it's obviously not in order to allow mail ballots before the amendment which permits them has been adopted. I suppose it would theoretically be permissible to accept mail votes for items which are voted on after the amendment is adopted, but this would be unusual and puts members in an awkward position, since members would have no way of knowing for certain if or when the amendment will be adopted. If proxy votes are currently permitted under the bylaws, they will continue to be permitted unless and until the amendment removing them is adopted. Proxy votes would not be permitted for any votes taken afterward. This rule could be suspended by a 2/3 vote to move the bylaw amendment to the start of the meeting. Alternately, you could postpone the motion when it is pending to move it to the very end of the meeting, or adopt a proviso that the amendment will not take effect until the adjournment of the meeting. Either way, it would probably be ideal not to change the rules on voting partway through the meeting. Yes, that certainly seems problematic. I suppose, however, that a potential workaround would be for everyone to give their proxies to one very trusted member (with the meeting to be held at that member's home) who would cast the proxies as instructed by the members via the informal Zoom meeting (or through other means).
  6. Thank you. Based on these additional facts, it appears that the individuals in question are members of the board (and have the right to vote) under the current bylaws, however, they would not be members of the board (and would not have the right to vote) under the proposed bylaws. I don't think there is any ambiguity on this point in either case, at least based upon the facts provided. The current bylaws clearly state that "The Training Coordinator(s), Webmaster(s), and Newsletter Editor(s) shall be ex-officio Board members." and that "Ex-officio Board members shall have authority to cast a full vote (as a team when there are co-chairs) at Board meetings." The proposed bylaws, on the other hand, do not appear to include any provision which makes the "Training Coordinator(s), Webmaster(s), and Newsletter Editor(s)" members of the board, therefore, they are not members of the board (if the proposed bylaws are adopted). As to the question of whether these individuals should be members of the board, that is a question the society will have to decide for itself. Thankfully, that appears to be one of the provisions they're getting rid of.
  7. The fact that your officers and directors "are elected by the membership" while these persons are appointed by the "president, with board approval," in and of itself, means nothing whatsoever in regard to whether any of these persons are members of the board. The persons who the bylaws say are members of the board are members of the board. "If a society is to have an executive board, the bylaws should specify the number of board members and how they are to be determined, should define the board's duties and powers, and should make provision for meetings of the board as stated above." (RONR, 11th ed., pg. 482) So, what do your bylaws say regarding the membership of the board? Please provide an exact quote.
  8. If an organization is to be part of a parent organization, the organization is usually created as such from the start. The parent organization will generally have its own rules governing this process. An existing organization joining a parent organization is somewhat less common, but the parent organization may have rules regarding that as well. RONR doesn't have too much to say about either of these processes, leaving most of these matters to the rules or discretion of the parent organization. In regards to the former, it notes the following: "If the unit for which the bylaws are to be drawn up is subject to a parent organization or superior body, such as a state or a national society (or both), or a federation, the bylaws governing at these higher levels should be studied for provisions which are binding upon subordinate units in a way that must be taken into account. The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points. For example, if the superior body limits the size of its subordinate units to 200 members, the bylaws should contain this limit or one that is lower. But the subordinate unit should not adopt provisions from the other document that have no local application, and the bylaws of the superior body should not require it to do so." (RONR, 11th ed., pgs. 567-568) RONR has nothing explicitly addressing the latter case. It seems comparable to a merger or consolidation... although not quite the same, since each organization continues to exist (although one is now subordinate to the other). Rules on these subjects are found in RONR, 11th ed., pgs. 561-563. My experience has been that generally the rules governing subordinate organizations are listed in the bylaws of the parent organization, but the specific names of the subordinate chapters are generally not listed - except perhaps if there are only a few of them. Usually, the name of the parent organization and the fact that the subordinate unit is a part of that organization is specified in the subordinate unit's bylaws. I don't think any rule in RONR specifically requires this, but often the parent organization's rules do. I personally think it is a good idea for the sake of clarity. Again, RONR has nothing to say explicitly on this subject. Rules of parent organizations also tend to be lacking on this subject as they never contemplate that their subordinate units might want to leave. If the parent organization does have rules on this subject, those rules should be followed. Otherwise, some negotiation with the parent organization might be called for. If either or both organizations are incorporated, and/or if the subordinate unit has substantial amounts of money or other property, it may also be prudent to consult an attorney. Another option may be to dissolve the organization and start over. These rules are covered in RONR, 11th ed., pgs. 563-564. Again, consulting an attorney is advisable if the organization is incorporated. Parent organizations sometimes have rules on this subject as well. If there is a provision in the bylaws (as is common) which explicitly provides that the organization is a subordinate unit of XYZ parent organization and that the rules of that organization take precedence, the bylaws will certainly need to be amended to remove that provision. Removing this provision, in and of itself, may or may not be sufficient to end the relationship with the parent organization. As for provisions which merely make reference to the organization's membership in the parent organization (such as rules pertaining to electing delegates to conventions), I do not think it is strictly required to remove these rules in order to leave the parent organization. It is still probably a good idea, however, since such rules would no longer have any meaningful application.
  9. The practice is that if these persons are members of the board, they have voting rights on the board. If they're not, they don't. Certainly the composition of the board must be explicitly stated in the bylaws. It is assumed, however, that members have the right to vote unless otherwise stated, since voting is a basic right of membership. So the bylaws would not necessarily need to state "who can and cannot vote." I rather doubt that the bylaws specifically say that these persons can't vote, because then there would be no need to ask this question.
  10. At the same meeting, generally the limit is one. It could be brought up again at a future meeting. There is no limit to the number of separate meetings the motion may be introduced at. No. He would need to wait until the next meeting.
  11. There is a bit of a challenge in applying this rule in the present circumstances, since the results have not been announced, and therefore the assembly does not know how many votes the winning candidates won by.
  12. There is no doubt that "this information is club business" and that the "information should be maintained as part of the club's records." Whether the documents "should be provided to the board" is less clear. Is this a committee of the board or a committee of the general membership? If this is a committee of the board, the board absolutely can order the committee to turn over any and all information in the committee's possession to the board, and the committee chair would have no right to keep the information from the board. If it is a committee of the general membership, the board has no authority to order the committee to do anything, however, the membership could order the committee to turn over any and all information in the committee's possession to the board if it wishes, and the committee chair again has no "rights" in this regard. You could adopt a motion formally ordering the committee chair to turn over the documents in question, so that it is clear that this is an order of the board and not simply a request made by individual board members. If the committee chair continues to stonewall the board, it might be time for a new chair. Generally speaking, a committee chair can be removed from the position by the same body or person that appointed the chair in the first place, and formal disciplinary procedures are not required in order to do so (unless the bylaws specifically provide as much or provide a fixed term of office for the committee chair). "Unless the bylaws or other governing rules expressly provide that committee members shall serve '. . . and until their successors are chosen' or for a fixed period, as '. . . for a term of two years' (in which case the procedure for their removal or replacement is the same as that for officers described on p. 654), committee members (including the chairman) may be removed or replaced as follows: If appointment was as provided in paragraphs (a), (b), (c), or (e) above, the removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something Previously Adopted. If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see p. 177)." (RONR, 11th ed., 497)
  13. No. I'm not sure we can necessarily assume that (although it is possible, and this would be improper). It may be that the President still intends to call the special meeting requested by the members (as required by the bylaws), however, the board has also called another special meeting. There's nothing wrong with that, provided the bylaws grant the board the authority to call special meetings. (The call itself, however, appears to have some problems.) For starters, if your bylaws are entirely silent regarding their amendment, this should be corrected as soon as possible. In the interim, it is correct that the default procedures in RONR for amending the bylaws would kick in. In such a case, the bylaws may be amended in two ways: 1.) Notice may be provided of the amendments, either orally at the previous regular meeting if the next regular meeting is within a quarterly interval, or by including the amendments at the call of the meeting. While the notice does not need to include the exact wording of the amendments, it must contain a description of the scope and purport of the amendments. Simply saying "bylaw amendments" doesn't cut it for notice. If such notice is provided, the amendments may be adopted by a 2/3 vote. 2.) Additionally, the bylaws may be amended without notice by a vote of a majority of the entire membership (that is, members who abstain or who are absent would have the same effect as "no" votes. Option 2 isn't possible in this case, however, since there are also rules for notice of a special meeting, which require a clear and specific description of the subject matter of the motions to be brought up. Again, just saying "bylaw amendments" doesn't cut it. "Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete—as in 'to raise the annual dues to $20'—since it will determine what amendments are in order when the motion is considered." (RONR, 11th ed., pg. 122) "Special requirements for this motion's adoption should be specified in the bylaws, and they should always include at least notice and a two-thirds vote, which (with a vote of a majority of the entire membership as an allowable alternative) are the requirements for its adoption if such specification in the bylaws is neglected (see pp. 580–82)." (RONR, 11th ed., pg. 592) "A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." (RONR, 11th ed., pg. 91)
  14. The International HQ is correct in this regard. If a candidate will not be present at the time of election, it is indeed advisable (but not required) to have obtained the candidate's consent to his candidacy in advance. Nominations are debatable, and it is indeed in order for the member making the nomination to make a speech on behalf of the nominee, within the limitations on debate adopted by the assembly (or if the assembly has adopted no such limits, the speech may be for up to ten minutes). It is generally not in order to interrupt a member who is currently speaking in debate. Other members would need to wait their turn. In addition, the President should not speak in debate unless he first relinquishes the chair to the Vice President, since the President should maintain the appearance of impartiality. It is too late to raise a Point of Order regarding these issues at this time, and it appears that the member was ultimately elected anyway. I am somewhat skeptical as to whether the recent guidelines and exceptions were properly adopted. RONR is clear that electronic meetings and absentee voting may only be authorized by a provision in the bylaws, and we are told that no such provision exists either in the bylaws of the local society or in the bylaws of the parent society. The only other possibility would be if applicable law required the society to allow for meetings in this manner. Because the local society has been instructed in this matter by the parent society, however, I'm not sure the local society can do anything about this.
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