Josh Martin

On 9/24/2024 at 10:19 PM, Guest Nicole said:

How do I go about making this change into our constitution?

I strongly recommend not making this change. To the extent that the Treasurer's duties are too much work for one person, I would advise creating a "Deputy Treasurer" or some such instead, rather than trying to have two people share the duties and authority of one position. That tends to lead to problems if the two Co-Treasurers end up disagreeing. (Keep in mind that even if the two current people who wish to serve in this capacity get along great, there's no guarantee that will be the case with future holders of this office.)

But to the extent your organization does wish to make this change, it would need to be adopted the same as any other amendment to the constitution.

On 9/24/2024 at 10:19 PM, Guest Nicole said:

How do I go about making this change into our constitution? Can the e-board vote to amend it and to be effective immediately? Or Does it need to go to the entire body? (note our constiution has not been updated since 2012 and is due for massive revisions).

Your constitution should include information regarding the procedure for their amendment. Please quote exactly what it says on this matter.

In the event your constitution is silent, the change would need to go to the full membership. The amendment will require for its adoption a 2/3 vote with previous notice, or a vote of a majority of the entire membership.

Further, you currently have one too many Treasurers, so you'll need to resolve that ASAP. You can't just violate your constitution in the meantime based on the hope that it will be amended at some point in the future. The organization must follow the constitution as it is currently written.

On 9/24/2024 at 9:57 PM, SteveV said:

If a motion to approve an item fails and the chair moves on to the next item, is it appropriate for staff/clerk to decide at the close of the meeting that the item is denied by default because no motion was made after the failed vote?

So far as RONR is concerned, there is not really a meaningful distinction between a motion to approve an item being defeated and an item being "denied."

But I suspect, however, that this may be some sort of public body, in which event there often is an important and significant difference between a motion to approve an item being defeated, and a motion to deny the item being adopted. But if this is the case, this is a question for the body's clerks and attorneys, as the answer to your question will likely be found in applicable law or the body's own rules, not RONR.

On 9/24/2024 at 9:57 PM, SteveV said:

Do RORN allow a member to motion on the item at the next meeting of that type?

So far as RONR is concerned, yes, a defeated motion may be renewed at the next meeting.

Once again, however, if this is a public body, this question should be directed to the body's clerks and attorneys, as the body's own rules or applicable law may well provide otherwise.

On 9/24/2024 at 9:57 PM, SteveV said:

Is this allowed whether it is on the next agenda or not?

So far as RONR is concerned, items may be considered even if they are not listed on the agenda. 

Once again, however, if this is a public body, this question should be directed to the body's clerks and attorneys, as the body's own rules or applicable law may well provide otherwise.

On 9/25/2024 at 8:42 AM, Nic Rosenau said:

I want to be sure I'm not missing some fine detail here. Our Bylaws Revision Committee has wrapped up its work and the members of the Board are reviewing our proposed revision with a vote scheduled for the next board meeting (previous notice has been given). 

One question that has come up is whether the Bylaws can use the term “members of the board” or “board members” instead of “directors” because “directors” is an overused term and thus a potential source of confusion. (Specifically, the management team has an Executive Director, Finance Director, Communications Director, etc., none of whom are members of the Board of Directors.) It was also pointed out that sometimes the Bylaws say “officers” and sometimes “directors” and sometimes “officers and directors” and we should choose one term (which should be “Board members” or “members of the Board”). 

I don’t see why we can't use “board members” or “members of the board,” but I know how much I do not know! And I wonder if a parenthetical “(hereinafter, ‘board members’)” would be advisable, helpful, or unnecessary clutter. 

For clarification, our proposed revised Bylaws will say “The officers of [the society] shall be a President, a Vice President, a Secretary, a Treasurer, and up to [x] directors.” and then later “The officers of [the society], including the directors, shall constitute the Board of Directors.” So, we've defined the officers to be directors and the directors to be officers, and those two clauses would not be altered. 

There are a few clauses that say things like “… Committee of [x] directors …” or “… officers shall be elected …” or “… and shall be for the purpose of electing officers ….” It is within these later clauses that the Board member wishes to replace “director” or “officer” with “member of the board” or “board member.” 

This all makes perfect sense to me, and I agree it is desirable to use clear, consistent language throughout the bylaws. Certainly, a careful review will be needed to determine the meaning of each of these words and phrases in context, but so long as the intent is to refer to all members of the board, I think the word or phrase can be safely be replaced with "board members" or "members of the board."

On 9/23/2024 at 8:40 AM, Madam said:

I am wondering about write ins on the ballot during election for officers. Our bylaws do not state that write ins are not allowed, and we have always had them on the ballots. But rumor is some members of our club will be setting forth a motion to not allow write ins on the ballots. Any bylaw amendment needs to go through 3 meetings and voted on. Does the "no write in" rule needs to be in our bylaws? 

Yes, a rule of this nature would need to be in the bylaws.

On 9/24/2024 at 10:56 AM, Rob Elsman said:

I am truly claiming that it is more likely than not that there are different subjects, some of which might be judged advisable, some not. I base this solely on the bare descriptions of the proposals, as provided by the poster. I see no evidence so far that any proposal is tied to any other in such a way that the adoption or rejection of one would cause any other to be contradictory or absurd.

I think the greater danger is that one or more members will be deprived of their right to express their judgement on an independent question with the result that some independent questions will get improperly crammed down their throat.

Well, I guess we just have very different ideas of what is happening here. I don't think we actually have any disagreement on the rules, just the facts, so I don't imagine we'll reach a resolution to this topic unless and until the OP provides the exact text of the amendments in question.

On 9/24/2024 at 2:54 PM, Richard Brown said:

Yes, but that is not what I am referring to. The current bylaws apparently provide that they can be amended by a majority vote, except for certain specified provisions. @Josh Martin suggested that those provisions not be changed so as to permit the revision to be adopted by majority vote rather than than a 2/3 vote and then deal with the other provisions after the revised bylaws are adopted if there is a desire by some members to change them.

Did I misunderstand Mr.Martin’s suggestion?

No, you understand me correctly.

I honestly had not contemplated the possibility that the organization would be amending the rules pertaining to amending the bylaws themselves. But if the organization in fact does so, it is correct that any amendments considered after that time would be governed by the new rules on that subject.

I may have gotten us into the weeds unnecessarily, as I believe I misunderstood the reason for the OP's line of questioning - it appears the OP was simply seeking clarity, and does not have concerns relating to the ability to obtain a 2/3 vote for the revision.

On 9/24/2024 at 8:18 AM, Guest Jan said:

 I used 57:3 to write the motion. A series of isolated changes to the bylaws is needed to achieve one end," and it is important that all (or none) of the changes be adopted "in order for the bylaws to be coherent." 

The Bylaws Committee move to adopt Bylaw Amendment #1 and to adopt Amendments #5, #8, and #9 as conforming amendments. Proposed amendments 1, 5, 8, and 9 call for increasing the number of members at large from one (1) to two (2).

PROPOSED BYLAW AMENDMENT #1 - ARTICLE IV. Officers, Section 1

PROPOSED BYLAW AMENDMENT #5 - ARTICLE IV. Officers, Section 2P Member-At-Large

PROPOSED BYLAW AMENDMENT #8 - ARTICLE V. Committees, Section 1F Membership

PROPOSED BYLAW AMENDMENT #9 - ARTICLE V. Committees, Section 2A, Executive Committee

Jan, could you provide the exact language of the amendments in question?

On 9/24/2024 at 9:09 AM, Rob Elsman said:

Parliamentary law protects the right of an individual member to vote separately on each of a series of freestanding, independent main motions, notwithstanding the majority's preference for handling such en gross. I see nothing in the evidence presented so far that leads me to believe that the increase proposed in #1 necessarily implies an increase under #5, #8, and #9—and so forth. I think it is much more likely than not that these proposals are divisible on the demand of a single member, and it will be up to each of all the members to decide to what extent the proposals should "achieve one end".

But Mr. Elsman, this is what RONR says on this subject.

"Sometimes a series of independent resolutions or main motions dealing with different subjects is offered in one motion. In such a case, one or more of the several resolutions must receive separate consideration and vote at the request of a single member, and the motion for Division of a Question is not used. Such a demand (which should not be confused with a demand for a division of the assembly—that is, for a rising vote) can be made even when another has the floor, as in, “Mr. President, I call for a separate vote on Resolution No. 3.” This demand must be asserted before the question on adopting the series has actually been put to vote." RONR (12th ed.) 27:10, emphasis added

Even supposing these proposals are indeed "freestanding, independent main motions" (of which I am skeptical), I certainly do not see how four amendments which "call for increasing the number of members at large from one (1) to two (2)." are main motions dealing with different subjects.

On 9/24/2024 at 9:48 AM, laser158689 said:

So, any foreknowledge that someone wishes to introduce a completely new item of business makes it a General Order, not New Business, when considering adopting an Agenda?

No, "any foreknowledge" does not make it a General Order.

But placing it on the agenda does make it a general order (or potentially a special order). An agenda is a series of general orders and special orders.

"By a single vote, a series of special orders or general orders—or a mixture of both—can be made; such a series is called an agenda." RONR (12th ed.) 41:58

Strictly speaking, under the standard order of business as it is defined in RONR, "New Business" refers to items raised spontaneously under that heading. So it is paradoxical to place an item under that heading.

On 9/24/2024 at 9:48 AM, laser158689 said:

In fact, is there any discussion in the text of amending an Agenda?

Yes.

"When the adoption of a proposed agenda is pending, it is subject to amendment by majority vote. After an agenda has been adopted by the assembly, no change can be made in it except by a two-thirds vote, a vote of a majority of the entire membership, or unanimous consent. (See also Taking Up Business out of Its Proper Order, 41:37–39; cf. 59:59.) An affirmative vote to adopt an agenda may not be reconsidered." RONR (12th ed.) 41:63

On 9/24/2024 at 9:48 AM, laser158689 said:

Now, does any of this apply to a "draft agenda" distributed beforehand but not actually adopted (with the 3 exceptions found in §41:62)?  §41:62 suggests the answer is "no".

Correct.

"In some organizations, it is customary to send each member, in advance of a meeting, an order of business or agenda, with some indication of the matters to be considered under each heading. Such an agenda is often provided for information only, with no intention or practice of submitting it for adoption. Unless a precirculated agenda is formally adopted at the session to which it applies, it is not binding as to detail or order of consideration, other than as it lists preexisting orders of the day (41:40ff.) or conforms to the standard order of business (3:16, 41:5ff.) or an order of business prescribed by the rules of the organization (2:16, 3:16)." RONR (12th ed.) 41:62

If it is intended that the agenda be binding, it must be adopted.

On 9/24/2024 at 9:55 AM, laser158689 said:

Getting items of business taken up, or at least considered to be taken up, is often one of the most challenging things to make happen.  Most folks refer to this as "adding it to the agenda".

It shouldn't be. It's really not that complicated.

I must first note that, contrary to popular belief, it is not required to add an item to the agenda in order for it to be taken up, unless the organization's so provide. So far as RONR is concerned, it is also perfectly acceptable to simply make the motion during New Business.

In the alternative, if a member wishes to add the item to the agenda (assuming, of course, the assembly uses an agenda), the member may do so by moving to amend the agenda while it is pending for adoption, which requires a majority vote.

If the member does not think to add the item to the agenda until after adoption, then it will require a 2/3 vote.

On 9/24/2024 at 9:55 AM, laser158689 said:

Yes, there are many, many variations on how this might apply to any given organization, but I'll suggest that RONR needs to be clearer about this topic -much clearer - and that it should be found in the text very close to any discussion of "Agenda".

Well, I'm not sure how much RONR is to blame for this, but it is certainly correct that most organizations have a very misguided understanding of the topics of "order of business" and "agendas," so perhaps this topic may benefit from yet further discussion and development in RONR and RONR In Brief.

On 9/24/2024 at 10:21 AM, laser158689 said:

Quarterly interval x Order of Business in bylaws/standard order of business x adopted agenda x ? x ?

I think it's at least 2x2x2 = 8 combinations.  Add in whatever I might be missing (term limits?) to achieve MECE.

But there's only three real "variations" here.

• The assembly uses an agenda
• The assembly uses the standard order of business
• The assembly uses a special order of business adopted by the society

I think we can develop a fairly simple "logic chart" if you feel it's needed. The following logic chart illustrates whether the assembly should adopt an agenda. (Both charts below assume the assembly has adopted RONR as its parliamentary authority.)

• Is this a convention which lasts multiple days?
  • If yes, adopt an agenda.
  • If no, see next question.
• Does the assembly meet at least quarterly?
  • If yes, see next question.
  • If no, adopt an agenda.
• Is there some reason why "for any reason, neither the standard order of business nor a special order of business established by rule of the organization is practical or applicable" for this particular meeting?
  • If yes, adopt an agenda.
  • If no, do not adopt an agenda, and see next question.
• Does the assembly have a special order of business established by rule of the organization?
  • If yes, use that.
  • If no, use the standard order of business.

Alternately, this chart simply illustrates what order of business to use:

• Has the assembly adopted an agenda?
  • If yes, use that.
  • If no, see next question.
• Does the assembly have a special order of business established by rule of the organization?
  • If yes, use that.
  • If no, see next question.
• Is this a regular meeting of an assembly which meets at least quarterly?
  • If yes, use the standard order of business.
  • If no, it's a "free for all" - you might want to back up and adopt an agenda if significant business is expected.

On 9/24/2024 at 7:58 AM, Rob Elsman said:

My experience with friends in the business leave me to believe that we're talking about a liquor bar where the holder of either the state liquor license or the local business license is not the same person as the president of the company. In my state, this sometimes happens because state law disqualifies the operator-in-fact from obtaining these licenses or permits.

Thank you. That makes sense to me.

If this is correct, in addition to the organization's rules on this matter, I think it would also be desirable for the organization to consult an attorney or a professional familiar with the details of such businesses. It certainly does not seem to be a parliamentary question.

On 9/23/2024 at 6:13 PM, Guest Anonymous said:

The board has always been present and presided over those meetings. 

I don't understand what this means, but I am sure you cannot mean this literally.

The chair presides over the meetings. The board does not.

On 9/23/2024 at 6:13 PM, Guest Anonymous said:

The meetings in which the invalid motion rulings are occurring are at our three yearly membership meetings.

Then I stand by what I said in my original post.

On 9/23/2024 at 6:13 PM, Guest Anonymous said:

We do have procedures to remove an officer. However, the motion was asking the membership to vote for the President to step down (not be permanently removed) until a lawsuit brought against him by a member has been resolved. If the judgement is for the President, he can resume his position. If it’s against him, the membership will take measures to remove him according to our by-laws. 

But why wait for the resolution of the lawsuit? That could take ages. Just remove him now.

On 9/23/2024 at 9:38 PM, Guest Anonymous said:

Our board is made of members of our club, and have presided over all meetings since the inception of our club decades ago.

I still don't understand what you mean when you say the board "presides" over the membership meetings. How does this work, in practice? Other than the chair, what do the other board members do during the meetings that you think think constitutes "presiding" over the meetings?

On 9/23/2024 at 9:38 PM, Guest Anonymous said:

At the members’ meetings, we can occasionally ask questions about the committee reports, or contribute if the board acknowledges the member’s raised hand, or if a motion is brought up and there’s discussion. During open forum is when most member concerns, discussion, and motions happen. 

What does the typical "agenda" or "order of business" for a membership meeting look like?

Perhaps your organization is using "Open Forum" to also encompass several other categories. Maybe that is what is causing the disconnect here.

Also, what do you mean by "if the board acknowledges the member’s raised hand?" Surely you mean the chair?

On 9/24/2024 at 2:35 AM, Guest fran quittel said:

there was a vote tonight in our homeowners association.

6 members present. 3 voted aye, 2 nays, 1 abstention.

did the vote pass or is it a tie?  Did the motion need 4 members to pass?

In the general case, a vote of 3-2 passes. An abstention generally has no effect on the vote one way or the other. The default requirement is a majority of the members present and voting, and members who abstain are not voting. Although I would also advise checking whether your rules say anything on this subject.

I would also add that, because this vote has already happened, at this point the vote was adopted or lost based upon the declaration of the chair. It's too late to correct an error in this matter now.

On 9/23/2024 at 10:13 PM, Frank H said:

We are not amending the By-Laws we are doing a General Revision - dozens and dozens of changes.

Yes, I understand. A revision is a type of amendment.

While certain procedures for consideration of a revision are different, the rules applying generally to amendments are equally applicable to revisions.

On 9/23/2024 at 10:13 PM, Frank H said:

Felt we were operating ( Robert's Section 57)   "as if the society were adopting bylaws for the first time" with the existing bylaws not being on the table at all.

You are, but what RONR says in this matter applies only to the procedure of adopting the bylaws, and has nothing whatsoever to do with the vote required for their adoption. When an assembly is considering a revision, the vote required for adoption is the same as any any other amendment.

I think what RONR means on this subject is more clear if the phrase above is viewed in the context of the sentences where it is found.

"Notice of such a revision is notice that a new document will be submitted that will be open to amendment as fully as if the society were adopting bylaws for the first time. In other words, in the case of a revision, the assembly is not confined to consideration of only the points of change included in the proposed revision as submitted by the committee that has drafted it." RONR (12th ed.) 57:5

It seems quite clear that the the text in question is referring to the fact that "scope of notice" is not applicable to an amendment - not that this has anything to do with the vote required.

On 9/23/2024 at 10:13 PM, Frank H said:

Does Robert's speak to the vote regime necessary to establish bylaws in the first place?

It does (a majority vote), but that's irrelevant here. You are not establishing bylaws in the first place. You are amending an existing set of bylaws. Indeed, the text makes clear that the vote for adopting bylaws for the first time is unlike a revision.

"Unlike the case of amending or revising the bylaws of an organization already established (57), the adoption of the bylaws through which a society is brought into being requires only a majority vote." RONR (12th ed.) 54:20

On 9/23/2024 at 10:13 PM, Frank H said:

I imagine this sort of 'general revision' where we are adding new provisions, striking out-of-date provisions, changing current provisions (including some special provisions), and making many changes in text for reasons of clarity happens quite often - yet I cannot find where Robert's addresses the subject. 

We intend to open the Revision for amendments seriatim - with majority approval on all amendment changes except for the special provisions (2/3).  But then, once the Revision is perfected by the members, we need to vote on the document as a whole.  And there the rub.  Does Robert's anywhere discuss that vote

As I have already stated, a revision requires the same vote as any other amendment, because a revision is an amendment.

"Changes of the bylaws that are so extensive and general that they are scattered throughout the bylaws should be effected through the substitution of an entirely new set of bylaws, called a revision. Notice of such a revision is notice that a new document will be submitted that will be open to amendment as fully as if the society were adopting bylaws for the first time. In other words, in the case of a revision, the assembly is not confined to consideration of only the points of change included in the proposed revision as submitted by the committee that has drafted it. The revision can be perfected by first-degree and second-degree amendments, but as in the case of any other bylaw amendment, the old document is not pending; and therefore, while the revision can be rejected altogether, leaving the old bylaws intact, the old document cannot be altered with a view to retaining it in a changed form. Consideration of a revision of the bylaws is in order only when prepared by a committee that has been properly authorized to draft it either by the membership or by an executive board that has the power to refer such matters to a committee." RONR (12th ed.) 57:5, emphasis added

There are some default provisions for amendments to the bylaws (including revisions), but the rules in your bylaws take precedence.

"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 56:50–56)." RONR (12th ed.) 57:1

We are told that your bylaws provide that amendments require "majority vote on general amendments to the By-Laws, except for a number of 'special provisions' dealing with borrowing, fees, assessments etc. which require 2/3rds."

It continues to be my view that a revision will require a majority vote, unless it contains amendments to one or more of the special provisions, in which event adoption of the revision will require a 2/3 vote. (Although it would again help if I could see the exact wording of this rule.)

Since your organization has this rule, it may be prudent, if it is believed to be uncertain whether a two-thirds vote can be achieved, to develop a revision which contains none of the changes to special provisions, so that a majority vote is sufficient for adoption, and to then handle the changes to the special provisions separately. But if the revision contains both changes which require a majority vote and changes which require a 2/3 vote, then the revision will require a 2/3 vote for adoption.

By the way, amendments to the revision are not amendments to the bylaws. They are an amendment to the proposed amendment, and are governed by the rules for subsidiary amendments, not by the rules for amending the bylaws. Amendments to the revision (as opposed to the final vote on the revision) will require only a majority vote for amendment. "While amendments to a proposed bylaw amendment can be made in both the first and the second degrees (as applicable) and can be adopted by a majority vote without notice, they are subject to restrictions on the extent of the changes they propose." RONR (12th ed.) 57:10

On 9/24/2024 at 1:57 AM, Guest Kitkat said:

Hello. We have a permittee for our lounge. Does the permittee overrule the president when it comes to making decisions?  

I don't think I fully understand what a "permittee" is in this context, but in any event, it seems to me the answer to this question will depend upon what your organization's rules say regarding the authority of these persons.

On 9/24/2024 at 5:52 AM, Guest Dan said:

In the case of a not for profit AGM are proxies due any measure of privacy?  Specially can the retiring President or any board member have access to the proxies to know count and how the proxy holders have been instructed to vote?  Further, is it acceptable for the board President to then use that information to contact those who gave proxy to discuss their reason for giving proxy? 

RONR has no answer to these questions. You will need to look to the organization's rules or applicable law authorizing the use of proxies.

"10. Should proxy votes be counted?

A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use. [RONR (12th ed.) 45:70–71.]" FAQ #10

On 9/23/2024 at 2:13 PM, Guest KDS said:

Question: when the agenda is presented for adoption, would they need to make a motion to have the committee report added to the agenda under Reports of Standing & Special Committees, and if so what would the threshold be for that motion to pass

Yes, and a majority vote would be required.

On 9/23/2024 at 2:13 PM, Guest KDS said:

Question: once the committee report is listed on the agenda under Reports of Committees, could they bring a motion to revise the order of business to bring the Committee Reports to the front of the agenda (bylaws state regular order of business may by suspended by 2/3 vote)

Yes, although a 2/3 vote would be required.

I'd also note that you're free to bring just this particular report to the front of the agenda. You don't have to move up all of the committee reports (unless, of course, you want to).

On 9/23/2024 at 2:13 PM, Guest KDS said:

and then when its time for the committees to give their report, call for orders of the day if they try to block the committee from giving their report?

I don't know who "they" is referring to here, but yes, if the committee report is the next item on the agenda and there is some attempt to just skip past it, a member should call for the orders of the day.

I should add at this point that my initial response assumed that this scenario was occurring during a meeting of the membership. If this is in fact all occurring during a meeting of the board, and persons who are members of the society (but not members of the board) are attempting to make motions at board meetings, that is a very different situation.

On 9/23/2024 at 2:00 PM, Quest said:

A board member intends to accuse president of conflict of interest in order to rally a vote to remove.

Our bylaws simply state 3/4ths vote required but have no stated procedure for handling accusations.

I suspect the effort is to push for a vote based solely on accusation.

Please advise

If your bylaws simply state that a 3/4 vote is required for removal, and nothing further, then a motion to remove would be handled the same way as any other motion - the assembly will debate the merits of the motion, and ultimately vote on it.

You seem to suggest, from the topic's title, that you desire some sort of investigation into these accusations before the board votes on removal. Under the bylaws as you have stated them, no investigation is required, but certainly the board could refer this matter to an investigative committee appointed for this purpose if it wishes to do so. The motion to Commit or Refer requires a majority vote for adoption.

On 9/23/2024 at 3:36 PM, Guest Anonymous said:

Is there anything the membership can do to stop this?

Well, ultimately, I recommend firing the President, as this behavior is completely unacceptable and inappropriate for the presiding officer.

In the interim, I would note that the President's rulings are subject to Appeal (because the President is, in fact, incorrect when he says "I don’t have to tell you - I ruled invalid and that’s the end of it"), and a majority is required to overturn the chair's ruling.

The assembly may also suspend the rules to have someone else other than the President preside, although this will require a 2/3 vote for adoption. The effect of this motion lasts only for a single meeting.

In order to permanently remove the President, you should see what your bylaws say on that subject. If they are silent on the subject of removal of officers, we would need to know the exact wording your bylaws use to define the term of office for officers in order to advise regarding next steps.

I would advise that before the next meeting, you review RONR (12th ed.) Section 23 (Point of Order), Section 24 (Appeal), and 62:2-15 (Remedies for Abuse of Authority by the Chair in a Meeting).

On 9/23/2024 at 3:36 PM, Guest Anonymous said:

Is he (or the board in general) required to give reason for not allowing the motion?

Yes, the President is required to give his reasoning for ruling the motion out of order.

Indeed, the rationale is quite important, in order to educate members on the rules, to serve as a precedent for the guidance of future chairs (the ruling and the rationale are recorded in the minutes), and to inform members on the basis for the chair's ruling for informed debate on any subsequent appeal.

The board is not required to give any reasoning for not allowing the motion, because the board has nothing to do with it.

On 9/23/2024 at 2:28 PM, Rob Elsman said:

However much the poster might wish it were not true, these sound to me like freestanding, independent questions, so any single member could demand a separate vote on any or all of them. Some might be adopted, and some might be rejected.

As I understand the facts, the intent is to increase the number of board members at-large from one to two, and the reference to one member at-large appears in several locations throughout the bylaws. In my view, this is most likely a case where "a series of isolated changes to the bylaws are needed to achieve one end" and that is important that all (or none) of the changes be adopted "in order for the bylaws to be coherent."

"If only an isolated change is to be made in the bylaws, it can be treated as any motion to Amend Something Previously Adopted (35), subject to the particular rules indicated immediately above. When a series of isolated changes to the bylaws are needed to achieve one end—such as abolishing the office of “Historian” and eliminating all references to it—the changes should be offered in a single motion. If the changes are related in such a way that all of the individual amendments must be made, if any one of them is made, in order for the bylaws to be coherent, then the motion cannot be divided (see 27:5)." RONR (12th ed.) 57:3

Therefore, it would seem to me that the changes should be offered in a single motion, and this motion is not divsible.

But even supposing that one or more of the changes could stand alone, since all of these changes relate to "increasing the number of members at large from one (1) to two (2)," it certainly seems to me that a majority vote would be required for division, not an individual member's demand, as all of the motions relate to the same subject.

Certainly, in order to reach a definitive answer to this question, it would be necessary to see the exact language of the amendments in question.

On 9/23/2024 at 12:13 PM, Dan Honemann said:

But if this is truly an item of new business, under what heading would you move to insert it?

Well, we are told this assembly's agenda consists of "roll call, agenda approval, previous minutes approval, remarks/correspondence, treasurers/committee reports, unfinished business, new business, good of the order."

This item does not really fit under any of these, so I suppose as you suggest, it would be best to put it "after "unfinished business" and before "new business.""

If the assembly were to utilize an agenda which was more consistent with the standard order of business in RONR, I would likely put it under General Orders.

For what it is worth, my experience in working with assemblies with the contracted order of business which eliminates General Orders and Special Orders and includes just Unfinished Business (or worse yet, "Old Business") and New Business after committee reports is that:

• Unfinished Business consists of the items of Unfinished Business under RONR, as well as items postponed to the current meeting (which are technically General Orders under RONR).
• New Business consists of other General Orders and New Business.
• To the extent Special Orders are used at all, they are generally listed as a standalone item on the agenda.

On 9/23/2024 at 11:43 AM, Guest Alicia said:

The issue with pre-meetings were that they were closed, and therefore no member knew what was up for discussion until the board cast their vote to approve the action. Motions did not always contain the content of the action, for example it might say 'approve the change to X document". However, not every action had a motion and vote cast to approve it. Board meetings became a venue to speak to the membership about due dates, activities, and such. Maybe we are going too far and over correcting for this. 

Yes, I understand why the activities which occurred in this matter may well be a problem, and why the society may well wish to adopt rules providing that these "pre-meetings" are likewise open to the membership, to prevent the board from evading the "open meetings rule" by talking everything out ahead of time and then having a "pro forma" meeting where everything is swiftly adopted. Nonetheless, the fact remains that these "pre-meetings" are not board meetings, and the rule in your bylaws, as it is presently written, applies only to board meetings.

"All Board Meetings will be open to the Membership except Executive Sessions. The Board may go into Executive Session to discuss legal (including, but not limited to, delinquent accounts violation issues, threatened or pending litigation, or anything the Board is discussing with legal counsel) and personnel issues."

As I have already indicated, the organization may wish to adopt a rule to the effect of the following (although further wordsmithing may well be required):

"Any gathering of board members at which a quorum is present and at which the business of the organization is discussed shall be subject to the requirements for notice and shall be open to members, as if the gathering was a board meeting."

On 9/23/2024 at 12:14 PM, Guest Alicia said:

I'm really trying to understand this because what the thinking is, is that the regularly scheduled pre-meetings were basically special meetings and therefore should be open to members.

I see nothing from the facts presented to suggest "that the regularly scheduled pre-meetings were basically special meetings."

On 9/23/2024 at 12:14 PM, Guest Alicia said:

They had a purpose/topic(s) of discussion.

So what?

Did the notice sent to board members of these "pre-meetings" indicate that they were board meetings? Did anything happen other than discussion at these meetings?

If the answer to the above questions is "no," then it seems to me they are not meetings in a parliamentary sense.

On 9/23/2024 at 12:14 PM, Guest Alicia said:

Additional virtual meetings have also been held and were agreed upon by the directors at the call of the president therefore these were seen as basically special meetings also.

But - and this is important - did the board make any actual decisions at these "meetings" or did they just talk?

On 9/23/2024 at 12:14 PM, Guest Alicia said:

It seems that just by not calling them special meetings was a way to get around the open meeting of "all board meetings".  

Yes, I agree. It seems that's exactly what they did.

Nonetheless, it seems to me that as your bylaws are presently worded, nothing in the organization's rules prevents the board from doing this.

On 9/23/2024 at 12:43 PM, Guest Alicia said:

What I'm not understanding is why if meetings are the board are required to be open they can just meet privately as long as they don't cast a vote.  Doesn't that defeat the purpose of holding open meetings so that members are aware of what is being discussed by the board?   

Yes, it does. So if you don't like it, adopt rules on the subject. Also, elect board members who are more committed to transparency and don't try to create loopholes.

Based upon these additional facts, it continues to be my view that the board's "pre-meetings," and other gatherings where a quorum of the board is present (such as committee meetings) are not subject to the rule in the organization's bylaws requiring board meetings to be open to the membership... since they are not board meetings. If the organization wishes to make such gatherings open to the membership, it is of course free to do so.

On 9/23/2024 at 10:48 AM, Guest Jan said:

Am I using "in gross" correctly in the motion below?   Proposed amendments 1, 5, 8, and 9 call for increasing the number of members at large from one (1) to two (2).  My intent is to have the four amendments on one ballot and for one vote apply.

The Bylaws Committee move to consider in gross bylaws amendments #1, #5, #8, & #9 and amend them by increasing the number of members at large from one (1) to two (2).

PROPOSED BYLAW AMENDMENT #1 - ARTICLE IV. Officers, Section 1

PROPOSED BYLAW AMENDMENT #5 - ARTICLE IV. Officers, Section 2P Member-At-Large

PROPOSED BYLAW AMENDMENT #8 - ARTICLE V. Committees, Section 1F Membership

PROPOSED BYLAW AMENDMENT #9 - ARTICLE V. Committees, Section 2A, Executive Committee

I don't think this is an incorrect use of the term "in gross," but I think the more specific concept of "conforming amendments" is even more applicable here. As I understand the facts, all of these amendments relate to changing the number of members at-large from one to two, and all of these amendments must be adopted (or rejected) together to leave the bylaws internally consistent.

So what I would instead propose is:

"On behalf of the Bylaws Committee, I move to adopt Bylaw Amendment #1, and to adopt Amendments #5, #8, and #9 as conforming amendments."

On 9/21/2024 at 9:41 PM, Guest Garl said:

What is the process to add a motion under new business if the item is not on the agenda? 

On 9/22/2024 at 6:58 AM, Guest Garl said:

Who decides which method to use, by 2/3 vote to amend the agenda or by simply making the motion?

The purpose of "New Business," as the heading suggests, is to bring up items which are "New." As such, when New Business is reached, the member simply makes the motion he wishes to make, and some other member seconds it.

The member could, instead, move to amend the agenda to add this item (likely under a heading other than New Business), which requires a majority vote when the agenda is pending, or a 2/3 vote (or majority of the entire membership) after the agenda is adopted.

Of course, it's easier to simply make the motion under New Business. But it may be desirable to add the item to the agenda in some cases - perhaps, for example, the meeting is expected to run long and might adjourn before New Business is reached.

Ultimately, it must be remembered that, unless the organization's rules provide otherwise, the purpose of an agenda is not to serve as a limitation on the business to be considered at the meeting. It is simply to ensure that the key business is completed first, but permits additional business as time allows.

Unless the assembly has a tendency to run out of time, however, it's probably best to stop using an agenda altogether, and instead to use the standard order of business in RONR.

On 9/21/2024 at 1:04 PM, ThadeusSmith said:

Once a motion has been seconded, can it be withdrawn by the original proposer?

The motion may be withdrawn by the motion maker unilaterally up until the motion has been stated by the chair. (Generally, this is a very brief window.) After that time, it may be withdrawn only with the assembly's consent, either by majority vote or by unanimous consent.

Of course, in either case, if the motion is withdrawn, some other member can go ahead and make the motion.

On 9/21/2024 at 1:04 PM, ThadeusSmith said:

My understanding is that if the motion has "been stated by the chair as pending" it would require a majority permission - What does it take for the chair to "state" the motion? Is the chair asking if there are seconds sufficient for the motion to have been "stated"?

No, asking for seconds does not, in itself, "state" the question on the motion. Stating the question motion is the next step, after the motion is seconded.

"When a motion that is in order has been made and seconded, the chair formally places it before the assembly by stating the question; that is, he states the exact motion and indicates that it is open to debate (and certain other parliamentary processes to be explained in 5 and 6) in the manner indicated below as appropriate to the case:

a) The basic form used by the chair in stating the question on an ordinary motion is, “It is moved and seconded that [or “to”]… [repeating the motion].” The chair then normally turns toward the maker of the motion to see if he wishes to be assigned the floor. If the maker does not claim the floor and, after a pause, no one else does, the chair may ask, “Are you ready for the question?” (or, less formally, “Is there any debate?”). 8 For example, “It is moved and seconded that the Society allocate fifty dollars for…”; or, “… that fifty dollars be allocated…”; or, “It is moved and seconded to allocate fifty dollars for.… The chair recognizes Mr. A.”" RONR (12th ed.) 4:15