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Josh Martin

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Everything posted by Josh Martin

  1. It doesn't matter. If they're members of this organization, they have the right to make motions, and what other organizations they may belong to is immaterial. All of the background is very interesting and may well be reasons why the motion should (or should not) be adopted, but none of it has any parliamentary relevance. The motion is in order.
  2. Yes. It seems to me no one is put on any "hamster wheel" unless the motion is adopted. If members believe that doing the research over would be a waste of time, the assembly is free to reject the motion.
  3. I'm coming around to the view of my colleagues, including Mr. Honemann, that the proposed substitute was in order. I would note, however, that if the motion for the proposed substitute was adopted, a motion to Divide the Question to consider each of these amendments individually could have been demanded by a single member. Okay. This still doesn't make a lot of sense to me, but it's starting to make slightly more sense. In essence, the state party has default provisions for the operation of county parties baked into its bylaws. If a county party chooses not to adopt its own bylaws (or simply neglects to adopt its own bylaws), those provisions are controlling. So I still don't think it's quite accurate to say that, in such circumstances, the county party is adopting "the state bylaws" or is choosing to follow "the state bylaws," but rather that the county party is choosing to follow the portions of the state bylaws that govern the operation of county parties, in the absence of a county party adopting its own bylaws.
  4. I would guess it was repeated because while the first vote provided a definitive result to us, no one in the board had any idea what "two thirds (2/3) majority vote of the entire Officers" meant, and therefore people started arguing about whether the motion passed, and they eventually decided voting again was easier than trying to figure that out.
  5. I concur with Mr. Novosielski that these facts seem incomplete. Are you sure there isn't more on this subject elsewhere in the bylaws? The sentence "Elections for officers, and directors whose terms are expiring, are to be held each year at the annual membership meeting." suggests that the terms of some directors are expiring, and others are not, but does not give facts about which is which. Are perhaps the terms of office defined in the sections for particular officers and for directors? The reason why this is important is because there are two different removal procedures in RONR. "How can we get rid of officers we don't like before their term is up? It depends. If the bylaws just state a fixed term for the officer, such as “two years,” or if they say the officer serves for a specified term “and until [the officer’s] successor is elected” (or words to that effect), then the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges, and the conduct of a formal trial. The procedure is complex and should be undertaken only after a careful review of Chapter XX of RONR. On the other hand, if the bylaws state a term for the office but add “or until [the officer’s] successor is elected,” or contain other wording explicitly indicating that the officer may be removed before the term expires, then the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership—any one of which will suffice. A successor may thereafter be elected for the remainder of the term. Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (12th ed.) 62:16.]" FAQ #20 Based on the limited facts presented at this time, I would lean toward the fixed term/formal disciplinary procedures option, but it's possible there's more in your bylaws on this question. Not that it makes a huge difference, but I would suggest revising this section to one of the following alternatives: "Officers and Directors may be removed as prescribed in the current edition of Robert's Rules of Order Newly Revised." "Officers and Directors may be removed as prescribed in the parliamentary authority." You should also have a section somewhere in the bylaws that looks like this, so RONR can be referred to as the "parliamentary authority" rather than as RONR if it's referred to in other places in the bylaws. "Article # Parliamentary Authority The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt." Or even better, you might want to use one of these alternatives for this section, so it's clear which removal procedure in RONR you're referring to. • "Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority." • “Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority.”
  6. Okay. This still doesn't make any sense to me, but I'll just accept for the sake of argument that it makes sense to your organization. Based upon these additional (and rather strange) facts, I am still inclined to think that the chair ruled correctly on the motion to substitute, but for the wrong reasons, although I think the reasons I stated previously were also wrong. I believe the motion should have been ruled out of order on the grounds that the motion was not germane to the question of whether to "follow the state bylaws." The chair is not correct that the member's motion was equivalent to simply rejecting the main motion, because the member was not proposing to simply reject the main motion, but was also proposing other changes to the county bylaws. I believe the chair's conclusion was correct, however, that the member's motion should wait until after the pending motion was considered. But because I have admitted this situation makes absolutely no sense to me, I'm not sure my opinion counts for much. Well, the problem is that your situation "If the county does not adopt their own bylaws, they have to follow the state bylaws," is not one which is contemplated in RONR or in parliamentary law generally. Nor, quite frankly, does it make any sense. So that's why we don't have a good answer to your question. But if forced to answer, I would say that 12:22(2) is not applicable, because this is not equivalent to simply rejecting the main motion. If the member wanted to continue using the existing county bylaws with no amendments, that would be applicable. I would instead suggest that 12:22(1) might be applicable. What I am gathering from your discussion is that in your organization, the choice before the assembly is: Step One: Do we adopt our own bylaws at all, or follow the state bylaws? This is a binary choice, and amendments are not really applicable. Step Two: If we adopt our own bylaws, in what form should those bylaws be? Assuming my understanding of this is correct, then I think it can be reasonably argued that if a motion to rescind the county bylaws and follow the state bylaws is pending, a motion to amend the county bylaws is not germane. The concept of germaneness is discussed in more detail in RONR (12th ed.) 12:16-12:21. In the long run, I do think your organization should reconsider this whole concept. The state bylaws quite likely contain matters which will not be applicable for a county party, because they're written for the state party, not a county party. In the alternative, what most organizations do is still require constituent units to adopt their own bylaws, but draft a template of "default" bylaws for constituent units to use as a starting point.
  7. I am inclined to agree with this principle as a general matter, but the facts of this situation are so unusual that I'm not sure I'm comfortable with that principle as applied in this situation. We are told that this situation involves three members who resigned and whose resignations were accepted by the Chair or by the Executive Committee (as Mr. Honemann says, the facts are "muddy"). It is disputed whether these persons had the authority to accept the resignations. More troublingly, there is a reference to "nonexistent" resignations. As I recall from previous threads, this relates to the persons withdrawing their resignations, although as I look back on all that, I see those facts are a bit muddy as well. In these particular circumstances, it seems somewhat problematic, to put it mildly, to accept as true the chair's claim that the three new members are validly serving, and the three "resigning" members are not, unless and until this ruling is overturned on appeal. To refresh everyone's memory, could you briefly summarize the situation regarding the resignations? Please describe a timeline of the actions in this matter, including: When the resignations were submitted What action (if any) was taken on the resignations by the full board, including the chair announcing the resignations at a meeting of the board When the resignations were withdrawn My understanding is the "decision" being referred to is the acceptance of the resignations. I don't believe Mr. Katz is suggesting a ruling by the chair has occurred at this time. Rather, I proposed that the method to raise a challenge in this matter would be for a member to raise a Point of Order that the acceptance of the resignations, and the subsequent elections to fill the "vacancies," are null and void. The chair would then rule on that point, and I believe that is the ruling Mr. Katz is referring to.
  8. I take it your question is how to remove board members, and I understand your bylaws have no rules on that subject. If that is correct, please quote exactly what your bylaws say regarding the term of office for board members. There are two different procedures in RONR for removal of board members, depending on the language used for the term of office.
  9. Could you provide the full quote of the context in which this portion of a sentence appears? Well, I would first note that the final vote was "4 yay 4 nay & 1 abstain," and 4-4 isn't a 2/3 vote no matter how you slice it, so I don't know that the answer to any of this matters. But for future reference... The language "two thirds (2/3) majority vote of the entire Officers" is ambiguous, and it will ultimately be up to the organization to interpret its own rules. My personal interpretation, however, is that a vote of 2/3 of the entire officers is required for adoption. So it seems that at least six votes in the affirmative would be required - possibly more, as it's not entirely clear what the full size of the board is, just that there were nine members present. A member abstaining is not the same thing as a member being absent. Not that it makes a difference, because once again, the rule requires 2/3 of the entire membership of the board, so it makes no difference how many members are present. If the board has nine members, six votes will be required for adoption, even if some members are absent. In the long run, the bylaws should be amended for clarity.
  10. Well, that’s where it gets tricky, I think. This is an unusual situation for a board, in which two different groups of people are purporting to be board members. Things like this don’t usually happen. It’s normally clear who is (and isn’t) a board member. I’m honestly not sure. One would certainly hope that it wouldn’t make a difference, and that all members will vote in good faith on their honest interpretation of the rules.
  11. Mr. Novosielski, as I understand the facts, the issue at hand involves a special meeting, and whether business not included in the call may be raised at the meeting if all board members are present. I don’t think the question is regarding quorum requirements.
  12. Well, actually, the supervisor isn’t completely crazy here. But it’s not quite as simple as just “ignoring” RONR. The purpose of notice rules is to protect absentees. If everyone is present, there are no absentees to protect. So in those circumstances, the rules could be suspended to consider items not included in the call of the special meeting. However, this is still a suspension of the rules, so it would require a 2/3 vote. The very important caveat I would add, however, is that it sounds like this is a public body. As a result, there are quite likely rules on this subject in the board’s rules and/or applicable law, and those rules will take precedence over RONR. So I’d advise consulting the board’s clerks and attorneys regarding whether (and how) additional items may be added to the agenda for a special meeting. RONR has no rules against a board member leaving a meeting. I am inclined to think that, under the rules in RONR, this would prevent the introduction of other items of business at a special meeting, provided the member leaves before the items are introduced. Again, however, I would note that the board’s rules and applicable law take precedence. So I’d advise consulting the board’s clerks and attorneys regarding whether (and how) additional items may be added to the agenda for a special meeting, and whether a board member walking out has any impact on those rules.
  13. I don’t understand. Was the intent to adopt the state bylaws in their entirety as a replacement for the existing county bylaws? (With presumably at least a few details changed so the bylaws make sense for the county.) This was not in order, because the county bylaws weren’t immediately pending. But the member could have accomplished the same purpose by moving a complete substitute for the revision which happened to be the existing county bylaws, including the member’s proposed amendments. I think the chair made the right ruling, but for the wrong reason. As I understand the facts, the member wasn’t proposing to leave the county bylaws as-is. If he was, then the chair would be correct. As noted above, however, I don’t think the member proposing the substitute worded his motion quite right. (Although the main motion was also worded very confusingly, so the motion maker’s error was perhaps understandable.) It looks like everything worked out in the end, so I wouldn’t stress over it too much.
  14. The part about having a lawyer present is not true. The part about the 2/3 membership vote may very well be true. The bylaws should specify what is required for their amendment. A requirement of previous notice and a 2/3 vote, by the membership, is very common. If the bylaws are silent regarding their amendment, they may be amended by a 2/3 vote with previous notice or a vote of a majority of the entire membership.
  15. You cannot suspend a rule in the bylaws unless the rule is in the nature of a rule of order (this one isn’t) or if the rule provides for its own suspension. If you anticipate this issue will arise again in the future, you could amend the bylaws to provide that this rule may be suspended, specifying the circumstances and requirements for its suspension. If this is a one-time thing, it seems easier to just wait until August.
  16. In so far as RONR is concerned, only the body authorized to fill the vacancies has the power to accept the resignations. Whether the Executive Committee has authority to act in this matter under the authority “to act on behalf of the board in matters that require expediency, but must be held accountable to the Board for his actions" is a question of bylaws interpretation the assembly will have to answer for itself. Generally, I’m skeptical this could not wait until the next board meeting. To the extent the Executive Committee has the authority to act on this matter at all, voting by email is not permitted unless your bylaws or applicable law so provide. If your rules do authorize email voting (and apparently they do), you will have to look to those rules. The term “quorum” refers to the number of members who must be present at a meeting to conduct business. This term has no meaningful application for an email vote. Many organizations which use email voting will adopt rules requiring a minimum number of members to respond to an email vote for it to be valid. This serves a similar purpose to a quorum requirement, but is not quite the same thing. Your organization may wish to consider adopting further rules on this subject. If it is in fact correct these were “non-existent” resignations, no one had the authority to accept the “resignations.” They can try. A member could raise a Point of Order that the acceptance of the resignations was null and void, and therefore, that the subsequent elections were also null and void. The chair will rule the point “well taken,” meaning he agrees, or “not well taken” meaning he disagrees. A member may appeal from this ruling m. If seconded, this places the question in the hands of the assembly. A majority vote is required to overturn the chair’s ruling.
  17. Okay. In that event, it would appear the total attendance at a meeting of the membership is 11 to 13. To the extent this constitutes a quorum, the members present could act on matters including removal of a board member.
  18. Your thought is mistaken. Any assembly or committee may meet in executive session. The purpose of executive session is to keep the information confidential within the assembly or committee that is meeting in executive session. So if the board meets in executive session, then the information must remain confidential within the board. If the membership meets in executive session, the information must be kept confidential within the membership. Members are prohibited from sharing the information with persons who are not members of the society. To be clear, information may be shared with persons who are members but who were not present. It may well be that there are practical difficulties with enforcing confidentiality in a larger group (although based on the information below, perhaps not that much larger), but the fact remains that any assembly or committee, regardless of size, is free to meet in executive session. In the long run, if it is desired to have these matters be handled by the board, the bylaws would need to be amended to grant the board authority in these matters. Well, there's a lot going on here. To the extent that the assembly determines that the appropriate procedures are a simple motion to remove an officer, as if the bylaws said "or until a member is removed," the 2/3 vote requirement refers to 2/3 of members present and voting. Similarly, the majority vote requirement (if previous notice is given; or if the assembly determines that formal disciplinary procedures and a formal trial are required) refers to a majority of members present and voting. (There is also an alternative of a majority of the entire membership, but that seems very unlikely to be obtained.) Absentee voting is not permitted unless authorized by your bylaws or applicable law. To the extent it is permitted, you will have to look to your own rules to determine in what circumstances such votes are required (or at least permitted). You also say "We never get but maybe 2 or 3 members at a meeting and we had about 80 members last year when officers are voted in but current only have about 20 that have renewed their dues." This statement raises a few concerns. I would first note that, to the extent that the board members are themselves members of the society (which is generally the case), the board members retain their status as members and their right to vote during meetings of the membership. So when you say that you typically have only two to three members at a meeting, are you including board members in that total? As to the fact that only 20 members have renewed their dues, members who are delinquent in their dues retain their status and rights as members, unless the bylaws provide otherwise. Finally, I would note that the membership cannot take any action at a meeting (including removing a board member from office) unless a quorum is present. What, if anything, do your bylaws say in regards to quorum for meetings of the membership?
  19. I suppose a member could do so, but I'm not sure what the purpose of this would be. Nor is it clear to me such a motion would be enforceable. Sure.
  20. Okay. For my next guess, I would say that to the extent that the member makes unsubstantiated allegations of wrongdoing against board members, the chair may rule such comments out of order. If the member refuses to listen and keeps speaking anyway, for disciplinary action against members for offenses occurring during a meeting, see RONR (12th ed.) 61:6-18. In summary, such procedures provide that, after repeated warnings from the chair, the assembly may, by majority vote, order the offending member to be removed from the meeting room (or even harsher penalties, if desired). I'm not entirely certain I agree with your position that "Discipline would be premature," but I suppose that's ultimately up to the organization, not me. RONR says the following: "If there is an article on discipline in the bylaws (56:57), it may specify a number of offenses outside meetings for which these penalties can be imposed on a member of the organization. Frequently, such an article provides for their imposition on any member found guilty of conduct described, for example, as “tending to injure the good name of the organization, disturb its well-being, or hamper it in its work.” In any society, behavior of this nature is a serious offense properly subject to disciplinary action, whether the bylaws make mention of it or not." RONR (12th ed.) 61:3 We are told that the member's repeated (and apparently unfounded) allegations that the society is violating various IRS regulations has led to "half of the board... scared that they will be "held personally accountable by the IRS", and are ready to walk away, because this level of drama is not worth it for volunteer work". That certainly seems like conduct "tending to injure the good name of the organization, disturb its well-being, or hamper it in its work" to me.
  21. The Committee of the Whole, itself, cannot limit debate in Committee of the Whole. But the parent assembly may limit debate by giving the committee instructions in this matter. This could be done when first adopting the motion to enter Committee of the Whole. Alternatively, if the need for such limitations is not realized until after entering Committee of the Whole, the Committee of the Whole can "rise and report" and recommend the parent assembly adopt such limitations. "The only way for debate to be closed or limited in the committee is for the assembly to specify such conditions before going into committee of the whole. If the committee develops a desire to have debate limited, it can only do so by rising and requesting the assembly to impose the desired limits, as explained below. If debate has been closed at a particular time by order of the assembly, the committee does not have the power, even by unanimous consent, to extend the time." RONR (12th ed.) 52:10 "If the committee, to facilitate completion of its work, wishes the assembly to take an action outside the committee's powers that requires the adoption of an undebatable motion—for example, to limit debate in the committee—a motion to rise should be made in a form like the following: MEMBER (obtaining the floor): I move that the committee rise and request that debate be limited… [specifying the desired limitation]. (Second.) If this motion is adopted, the committee chairman reports to the assembly as follows: COMMITTEE CHAIRMAN: Mr. President, the committee of the whole has had under consideration… [describing the referred matter] and has come to no conclusion thereon, but asks permission [or “leave”] to continue sitting with debate limited… [specifying the limitation]. The presiding officer then puts the question on granting the request, and if the result is affirmative, the committee chairman resumes the chair." RONR (12th ed.) 52:14 Yes. Yes. No.
  22. No. The motion no longer "belongs" to the person who made it. It is now the position of the society as a whole. The person who made the motion cannot unilaterally rescind the motion. As a general matter, however, any member could move to Rescind the motion. That motion requires a second, and in order to be adopted, it requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.
  23. I don't know. What "conclusion" are you looking for? If the goal is, for example, disciplinary procedures against the board member in question, check your bylaws to see what they say on this subject, or if they are silent on that subject, see Section 62 of RONR.
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