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Josh Martin

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About Josh Martin

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    Minneapolis, MN
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  1. “The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above.” (RONR, 11th ed., pg. 486) It would seem to me that the rule in question would conflict with RONR.
  2. The new chair (who is now the current chair). The fact that the meeting is the result of a convention held before the election of officers is irrelevant. The person currently in a position is responsible for the duties of the position.
  3. Removal from office. Yes. Also, consult an attorney.
  4. Yes, provided such a motion is pending or the member will conclude their remarks by making such a motion. Merely planning to make such a motion at an undefined point in the future is not sufficient. In my opinion, only a stand-alone board could adopt such a rule. Boards which are part of a larger society could not adopt such a rule (assuming RONR is the parliamentary authority), as such boards may not adopt rules conflicting with any rule of the society (including the parliamentary authority), and such a rule certainly conflicts with RONR. The society could adopt such a rule. My understanding was that the rule would apply equally to all members. I would not make such a distinction. But JJ, can a subordinate board adopt such a rule? Yes, I think so.
  5. Yes, there is no doubt that this particular person was appointed and confirmed by the board. In the context of these provisions which refer to “appointed” directors, however, it may well be that such provisions should properly be interpreted to refer only to positions which are appointed in the first instance, not to directors which are appointed due to a vacancy in an elected position. With that said, I think an interpretation that the provisions also refer to those directors who are appointed to fill a vacancy in an elected position would be reasonable. They are appointed by the President and confirmed by the board, as the rule provides. I think it is reasonable to view them as analogous to committee members nominated by the chairman and approved by the board for purposes of removal, assuming the board positions in question would not require formal disciplinary procedures for removal, and assuming the bylaws are silent regarding removal.
  6. Email voting is not permitted unless authorized by the bylaws, and RONR leaves the details of how it works up to the society. (For that matter, attendance by video conference is not permitted unless authorized by the bylaws either, but this is at least easier to manage than email voting.) RONR also strongly advises against a procedure in which some members vote by email while others vote at the meeting.
  7. The caveat that should be taken into account for board members is that board members are officers, and therefore formal disciplinary procedures might be required to remove a board member, depending on how the term of office is worded. Beyond that, it seems to me that what I said above would be equally applicable to board members appointed in a similar manner. In the long run, I suggest that the society amend its bylaws to clarify this matter.
  8. Another option would be to Suspend the Rules in order to elect a chairman of the assembly’s choosing, if it turns out the President is not an improvement. (In this event, the society should also take steps to get a new President.)
  9. How did it come to pass that this person, rather than the President of the HOA, presides over your HOA meetings? Is there some rule in your organization’s governing documents specifying this? I don’t think there is anything wrong with requesting such a thing, but to be clear, motions which are not sent in advance and/or are not included on the agenda remain in order, unless your rules provide otherwise. For starters, there should generally not be any discussion at all unless a motion is pending. If a motion is pending, the motion would be discussed and voted on. Unless the assembly has adopted a rule providing otherwise, each member may speak up to twice each day for up to ten minutes each time on each debatable motion. If the assembly chooses to permit comments to be made when no motion is pending, during some sort of “Open Forum” or something, the rules concerning that are at the assembly’s discretion. I don’t know whether your bylaws or rules and regulations say that your organization is to use Robert’s Rules of Order. You will need to check them. If such a provision is not included, the organization is not required to use it, and is instead free to adopt whatever rules of order it wishes. In the absence of such rules, the organization is expected to follow the common parliamentary law (to the extent that there is agreement on what that is), and Robert’s Rules of Order is the leading manual on the common parliamentary law. I should also note that what you have described as the procedure this person has used bear very little similarity to Robert’s Rules of Order. Finally, no, this person does not have the authority to decide on her own how meetings of the society will be conducted. You could adopt an amendment to the bylaws (following the procedures in your bylaws for doing so) to include a rule along the lines of “No officer may serve for more than X consecutive terms in office.” You could also just elect other people. I might also suggest that you consult a professional parliamentarian in your area to discuss these myriad problems in more detail, and possibly also a lawyer. The National Association of Parliamentarians and American Institute of Parliamentarians can help you find the former.
  10. If what is required for New Business generally is “a well-defined statement of the nature and purpose of the proposed business and of the reason for its presentation as new business rather than through the church's assemblies, agencies, or commissions,” then this does seem to leave some judgment on the part of the chairman (and the assembly, if the chairman’s ruling is appealed) regarding whether such statements and reasons are sufficient. I suppose the committee “whose job it is to determine whether an item of new business is in order“ might also weigh in on this. Most organizations, however, have rules specifically concerning the procedure for adopting amendments to the constitution. Since the motion in question appears to be an amendment to the constitution, it would be prudent to see what your constitution says on that subject, rather than relying on what it says regarding new business generally.
  11. An organization may establish whatever frequency of meetings for the board and for the membership that it wishes. It is not unusual to have a society where the membership only meets annually. I would first check your bylaws to confirm that it is in fact correct that the membership only meets annually and the board meets monthly. Assuming this is correct, if you wish to change this so that the membership meets more frequently, the proper course of action would be to amend the bylaws.
  12. An executive committee is a board within a board. If there is to be an executive committee, it has to be stated in the bylaws somewhere. It is recommended, but not required, that it be in an article immediately following the article on the board of directors. It has the powers granted. In a society with an executive committee, the full board is generally called the Board of Directors rather than the Executive Board, to avoid confusion.
  13. RONR recommends that the Executive Committee be established in its own article immediately following the article on the Board of Directors. The article should define, at a minimum, the composition of the executive committee, its powers and duties, and set forth any special rules concerning its business, such as how often it is to meet, its quorum, and the like. See RONR, 11th ed., pgs. 576-578 for more information.
  14. Based on these additional facts, I quite agree with my colleagues that neither the chair nor the board has the authority to require that motions be predisclosed to the chair and board, or that they be listed on the published agenda. Only the society itself may adopt such a rule, and it would require a 2/3 vote with previous notice or a vote of a majority of the entire membership.
  15. Do your organization’s rules require that motions be predisclosed to the chair and the board, and/or that they be listed on the published agenda?
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