Josh Martin
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Posts posted by Josh Martin
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On 4/30/2024 at 8:57 AM, Guest GM5589 said:
She persists that because the congregation wasn’t given an original copy of the bylaws, it’s not valid. However, the attorney draft did refer to the sections.
Thank you. This does not, in fact, violate any rule in Robert's Rules, and it certainly is not a reason to invalidate the results of the bylaw amendments.
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On 4/29/2024 at 10:16 PM, Guest CBruin said:
Right now the party who nominated the person to a position, wishes to withdraw the nomination. I doubt that the person who was nominated will voluntarily withdraw.
I sense that we could have two candidates instead of one......Based upon these facts, I agree that it certainly seems doubtful this person will be removed from the ballot.
At the present time, the list of nominees stands as is.
The assembly may, if it wishes, reopen nominations. The person could "withdraw" this nomination with the assembly's consent, but this will likely mean very little, as someone else could nominate the candidate (including the candidate himself). The other desired candidate could be nominated.
If the assembly elects not to reopen nominations, then it must be noted that write-in votes are still in order.
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On 4/29/2024 at 4:07 PM, Guest Tuttles52 said:
Neither of the candidates are serving were/are serving as President. That position is being held by an individual that will leave office as a new President is elected.
Yes, I understand.
In any event, thank you for the additional facts from your bylaws. Based upon these additional facts, my new responses to your questions are as follows.
On 4/29/2024 at 1:44 PM, Guest Tuttles52 said:One of the candidates for the office of President passed away. Where is it addressed within Roberts Rules to allow/disallow the candidates name to remain on the ballot?
It still does not appear to me that there is any mechanism to remove this person from the ballot, either as a parliamentary or practical matter, considering that the ballots have already been distributed.
On 4/29/2024 at 1:44 PM, Guest Tuttles52 said:Farther, if the name is allowed to remain and the deceased candidate wins, what happens?
Your bylaws provide "A majority vote is of the ballots returned for any particular office. Blank ballots do not count as a vote and do not affect the majority." So it is clear that if the other candidate does not receive a majority of the votes, they will not win.
Your bylaws then provide "In the event that an office is not filled by an election, the Board of Directors, at its first meeting after July 1, nominate and elect by majority ballot the member to fill the offices which have not been elected at the regular election period." This is an unusual provision, but it appears that your bylaws provide that the Board of Directors shall complete all incomplete elections.
Of course, the President is a specific case. So it would appear...
On 4/29/2024 at 1:44 PM, Guest Tuttles52 said:Does the Vice President assume the position?
Yes, it would appear that the Vice President would assume the office of President, and the board would then fill the resulting vacancy in the office of Vice President.
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On 4/29/2024 at 1:37 PM, Guest GM5588 said:
Recently, my congregation voted and approved amending our Trust Bylaws. They were given a proposal written by an attorney and a second one that a congregant requested be presented. The congregation was also given two weeks advance notice with an advanced copy and an opportunity to ask questions during the meeting. Weeks later, we have one congregant who continues to push back that Robert's Rules weren't followed.
What exactly is your question?
In what manner, specifically, does the congregant suggest "that Robert's Rules weren't followed"?
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On 4/29/2024 at 1:44 PM, Guest Tuttles52 said:
I am a member of an international organization in which voting has begun. One of the candidates for the office of President passed away. Where is it addressed within Roberts Rules to allow/disallow the candidates name to remain on the ballot?
If voting has already begun, I am not aware of any mechanism, either as a parliamentary matter or as a practical matter, to modify the ballot at this time.
How exactly is it you would propose to remove a name from the ballot when the ballots are already distributed?
At the present time, I am not aware of a rule in RONR addressing this specific issue.
On 4/29/2024 at 1:44 PM, Guest Tuttles52 said:Farther, if the name is allowed to remain and the deceased candidate wins, what happens?
If a majority vote is required (which is the case if the bylaws do not provide otherwise), then the election is incomplete and another round of voting will need to be held.
If your bylaws provide that a plurality is required, then the candidate with the next highest vote total would be elected.
On 4/29/2024 at 1:44 PM, Guest Tuttles52 said:Does the Vice President assume the position?
It depends on what your bylaws say concerning the term of office. Assuming the election is incomplete, then one of two things would happen:
- If the bylaws provide that officers serve "until their successors are elected," then the current President would continue to serve until the election is completed.
- If the bylaws do not include such a provision, then the Vice President would serve until the election is completed.
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On 4/29/2024 at 3:05 PM, Guest Janet Foster said:
There are additional people (non-board members) who are voting on motions who should not be able to according to RONR, but we would like to obtain the bylaws to confirm if these votes are protected or if they should not be counted.
I have a difficult time imagining bylaws which would grant the right to vote to nonmembers, but I suppose anything's possible.
In the absence of evidence to the contrary, I would suggest the organization follow the ordinary rule that only members can vote.
You do say specifically "non-board members," so I would note that with respect to a board meeting, only board members could vote, but with respect to a shareholders meeting, all shareholders could vote (generally, in proportion to the number of shares they control). It's not clear from context what sort of meeting you are referring to.
On 4/29/2024 at 3:05 PM, Guest Janet Foster said:I have contacted the Secretary of State and was able to obtain the charter, but was notified that there were no bylaws on file. The Secretary of the organization stated that they filed it amongst other company records at their place of residence.
Thank you. I apparently misunderstood what was meant by "filed."
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On 4/29/2024 at 1:08 PM, Richard Brown said:
RONR is not really clear as to whether a nomination can be withdrawn... or at least not without the consent of the assembly.
It would seem to me that the rules on this matter are the same as for any other rules pertaining to withdrawing a motion.
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On 4/29/2024 at 12:57 PM, Atul Kapur said:
Technically, perhaps, but it either removes the organization's flexibility as provided by the method in 46:31(2) or wastes time by not following the procedure in 46:31(1). So I see no benefit whatsoever.
There is no doubt that there are practical considerations as to whether the assembly should hold both of these elections simultaneously. That is a question which I leave to the assembly's judgment. But there is no doubt that the assembly may hold both elections simultaneously if it wishes to do so.
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On 4/29/2024 at 12:37 PM, Wright Stuff said:
I think I just found my answer in 45:6. We can proceed to the second vote after the voting closes on the first vote as we are not interfering with a vote being taken.
45:6 Interruption of Votes. When a vote is being taken, no interruption is permitted from the time that any member has actually voted until all have presumably voted, unless as sometimes occurs in ballot voting, other business is being transacted during voting.
This is correct.
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On 4/29/2024 at 12:41 PM, Guest CBruin said:
in a non profit, a person was nominated, and added to the election ballot. Nominations were closed. Election scheduled then postponed.
Circumstances were revealed after the nomination sufficient for the person making the nomination to want to withdraw their nomination and put a different person on the ballot.
I'm not convinced there is a method whereby this can take place.
Questions? Really need your help.Well, theoretically, nominations could be reopened (majority vote required) and the person in question could withdraw their nomination, with the assembly's consent, and make a different nomination. But any other person would be free to nominate the withdrawn person.
Without the cooperation of the assembly, it's certainly the case that the nominees won't be changing at this point, since they have been closed. Even to the extent that the assembly agrees to reopen nominations, my guess would be that at best, this person manages to add an additional nomination.
I would add that, of course, write-in votes are in order unless the organization's bylaws provide otherwise.
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On 4/28/2024 at 11:49 PM, Roz said:
our bylaws state that all members of the Board are voting members, but the band director (ex officio) has always taken their position as a non-voting position. We want to make the bylaws agree with that
I agree that to the extent the desire is to make the Band Director an ex-officio non-voting member of the board, this must be explicitly stated in the bylaws. Ex-officio members have the right to vote unless the bylaws provide otherwise.
But hear me out - why not simply remove the Band Director from the board altogether, and just invite the Band Director to attend and speak at board meetings as needed?
Leaving an employee on the board, even as a non-voting member, can potentially be problematic if, for example, the board needs to discuss matters relating to that person's employment.
On 4/28/2024 at 11:49 PM, Roz said:It also seems to be common knowledge that people related by marriage or blood cannot serve on the board in positions allowing bank access. In that same vein a board member may not sign a check going to someone they are related to. On our board the Pres, Vice pres, treasurer and secretary all have the ability to access the bank account and sign checks.
This may be "common knowledge," but no such prohibition exists unless stated in your bylaws or applicable law.
On 4/28/2024 at 11:49 PM, Roz said:Our bylaws state that the Board may adopt, repeal or amend bylaws unless doing so would materially and adversely affect the active members rights as to voting or transfer. And without approval of the members the board may not adopt, amend or repeal and bylaws that would increase or extend the terms of Directors. allow any director to hold office by designation or selection rather than by election. increase the quorum for members meetings. repeal, restrict, create, expand or otherwise change proxy rights.Authorize cumulative voting.
It will ultimately be up to your organization to interpret what this rather complicated provision means, but generally I am inclined to think that:
- The amendments pertaining to changing the timing of membership dues might require membership approval, to the extent that membership rights are contingent on timely payment of dues, as that would seem to fall under "materially and adversely affect the active members rights as to voting."
- The other proposed amendments you have discussed here do not appear to require membership approval.
On 4/28/2024 at 11:49 PM, Roz said:that being said, my plan was to start on page 1, work our way through the bylaws. As we approach a spot where an ammendment is recommended we will discuss, the BOD will vote, and move on to the next thing. We will then make the amended bylaws available for our members to review, and then have the general membership vote to approve them on the same ballot that we present our BOD candidates on. Is this correct? Our bylaws don't law out how the approval process works.vdoes the membership approve each proposed ammendment or the bylaws as a whole? Sorry. Long winded. I just want to get it right.
It would appear your organization's bylaws only require the membership to vote on the amendments at all in particular circumstances.
In any event, as to how to vote on the bylaws amendments, it is permissible to approve each individual amendment, or to prepare a complete revision of the bylaws which is approved as a whole (however, such a revision is subject to amendment).
I am inclined to agree with Mr. Katz that since it appears that only certain amendments require membership approval at all, voting on individual amendments seems preferable.
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On 4/29/2024 at 12:00 AM, Roz said:
We have a situation regarding membership fees. Our bylaws state that membership fees are due September 1st. This last year the previous treasurer decided that he was going to make the membership fees due May 1st, as our general election for members is held mid-May and it would be easier for him to just have everyone pay on their way in the door that tovtry to track who had paid and who hadn't. I understand his sentiment, but I don't believe that was a right he possessed if our Bylaws say September.
You are certainly correct that, if the bylaws provide that membership fees are due September 1st, then membership fees are due September 1st, and the Treasurer has no authority to unilaterally decide that membership fees are due May 1st.
The Treasurer's explanation for why May 1st would be preferable certainly seems reasonable, but if the organization wishes to instead provide that membership fees are due May 1st, then the way to do that is to amend the bylaws.
Notwithstanding the Treasurer's erroneous announcement to the contrary, the due date for membership fees remained September 1st.
On 4/29/2024 at 12:00 AM, Roz said:Now we are having an issue as we come up on our election with people feeling that they are current on dues when they are not.
It would seem clear to me that persons who paid their dues by September 1st paid their dues on time.
But also, paying your dues late doesn't mean, in and of itself, that you lose any rights or get kicked out of the society (unless the bylaws so provide), it just means you are late on your dues. Which can be resolved by paying your dues. Any members who are still not current on their dues can resolve that issue by paying their dues.
I don't understand what the issue is.
On 4/29/2024 at 12:00 AM, Roz said:Our treasurer proposed that we suspend the requirement for members to pay dues.
The organization cannot suspend the requirement for members to pay dues. If the organization wishes to eliminate dues, or to provide a mechanism to suspend the requirement for dues, the organization would need to amend the bylaws.
On 4/29/2024 at 12:00 AM, Roz said:It's only $5, so I'm not concerned about the financial aspect, I think it is not a good look considering paying dues is one of the only requirements our bylaws state for being considered an active member. I think we apologize for the previous seasons's BOD missing that issue and carry on with what our bylaws state. The previous board made a mistake, but this seems like a blatant disregard for the bylaws and would open a can of worms.
I agree. Just have the people who are behind on their dues pay their dues. I don't understand why this is so complicated.
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On 4/27/2024 at 8:57 PM, Guest BGC said:
What is the protocol for how nominations must be made by current executive board members for a new executive board member?
Any member of the assembly that is meeting may make a nomination. It is not clear from the facts presented what assembly is meeting.
On 4/27/2024 at 8:57 PM, Guest BGC said:And a page number reference from the book?
The procedures for nominations from the floor are discussed in RONR (12th ed.) 46:6-8.
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On 4/28/2024 at 10:42 AM, Guest Tim Snyder said:
The chair of a 15 member executive board issued a secret ballot. The board members were given 36 hours to complete and return their ballots.
Well, for starters, given that members were "given 36 hours to complete and return their ballots," I gather that this refers to some method of voting outside of a meeting, which is not permitted unless authorized by your bylaws or applicable law. To the extent an organization does permit voting in such a manner, the organization will need to adopt rules to answer questions like these.
"Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present." RONR (12th ed.) 9:30
"In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2–5, 9:13–16)—or at an adjournment of one of these meetings 2—and at which a quorum (see 40:5) is present. The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. (See also Electronic Meetings, 9:30–36.)" RONR (12th ed.) 49:16
"A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)." RONR (12th ed.) 1:1n1
Notwithstanding the above, I will do my best to answer your questions with respect to RONR, although in light of what is said in RONR (12th ed.) 1:1n1, I do not expect these answers to be of very much assistance.
On 4/28/2024 at 10:42 AM, Guest Tim Snyder said:- Can the chair rescind or recall a secret ballot once it has been issued?
- Does it take approval of the body to rescind or recall a ballot after it has been issued?
- If the chair does indeed have the authority to rescind or recall a ballot, may he or she do that after the votes have been cast?
I'm not certain there is a mechanism in RONR for anyone to "recall" a vote that has already begun (except perhaps in some in some unusual circumstances), whether or not votes have been cast. In any event, RONR certainly would not permit this after votes have been cast, and RONR certainly does not grant the chair such authority.
On 4/28/2024 at 10:42 AM, Guest Tim Snyder said:- Does the chair have an obligation to announce the results of the ballot to the governing body?
Yes.
However, RONR governs the conduct of business in meetings and the rules are written with the assumption votes are being taken during a meeting. As a consequence, the rules in RONR and the answers above must be taken with a very large helping of salt if this assumption is false.
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On 4/28/2024 at 3:05 PM, Wright Stuff said:
If an organization has adopted RONR, doesn't it automatically have an established order of business (unless their bylaws say otherwise)?
As Dr. Kapur notes, it may or may not, depending upon the specifics of the organization and assembly in question.
To the extent that the assembly does already have an established order of business, technically the organization should just be following that instead of bothering with adopting an agenda (unless a particular meeting requires an agenda for whatever reason), but the members of this forum are fighting a losing battle on that issue, as my personal experience is that every assembly of any kind adopts an agenda for every meeting, even if that agenda simply regurgitates the standard order of business in RONR.
If an assembly does already have an established order of business, then the adoption of an agenda requires a majority vote if the agenda does not conflict with the order of business and does not contain any special orders; otherwise it will require a 2/3 vote for adoption.
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On 4/26/2024 at 3:50 PM, Angie N said:
We have staggering elections and we have an upcoming election where the office of president is open. We received the slate amd our vice president is on the slate. His term as vice president is not up. Can he do that?
Yes, the Vice President is free to run for the office of President. Indeed, it's pretty common for the Vice President to run for the office of President.
The fact that the Vice President's term of office has not expired does not prevent him from running for President. It simply means that, if he is elected, the assembly will then need to elect a new Vice President. (Although as it seems there are multiple Vice Presidents, which Vice President will be elected may be a matter that is in some question.)
In the long run, the organization might wish to amend its bylaws so that the President and Vice President are elected at the same time, in order to avoid this situation in the future. The Vice President running for President is fairly common in most organizations, so I rather doubt this is the last time this situation will arise.
On 4/26/2024 at 3:50 PM, Angie N said:Our Bylaws do not address this scenario and it doesn't seem right. He hasn't resigned as vice president either.
There is no need for him to resign as Vice President unless and until he wins. Nothing in RONR requires members to give up their current position simply to run for a different position.
On 4/26/2024 at 7:04 PM, Angie N said:Thank you! So this will create a new vacancy for vice president. Is there a reference in RONR that talks about this being proper that you can share?
I'm not aware of anything in RONR explicitly saying you can do this. But there's certainly nothing in RONR saying you can't.
On 4/27/2024 at 9:06 AM, Angie N said:Our Bylaws does have how to full vacancies. We wouldn't promote Vice presidents.
That may or may not be correct, but I lack sufficient facts concerning your society's rules on this matter to say with certainty at this time whether Vice Presidents would be promoted.
It would also seem to me that the assembly is free to elect a person to the office of whatever Vice President position will be vacant, even if this task is ordinarily delegated to some other body, since the vacancy will arise at the same time as the society's regular elections.
"In case of the president's resignation, death, or removal, the vice-president automatically becomes president for the remainder of the term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president (see also 56:32).
Some societies elect several vice-presidents in an order of precedence—first, second, third, and so on—in which case the highest-ranking one present has the duty of serving in place of the president when needed. In case of the president's resignation, death, or removal, the first vice-president then automatically becomes president (unless, as indicated above, the bylaws expressly provide otherwise for the office of president). Likewise, in case of any vice-president's resignation, death, or removal, or upon his or her automatic promotion to a higher office, the next-highest-ranking vice-president, if there is one, is automatically promoted (unless the bylaws expressly provide otherwise). Thus, for example, if the first vice-president resigns, the second vice-president becomes first vice-president, the third vice-president becomes second vice-president, and so on, with the vacancy to be filled occurring in the lowest-ranking vice-presidency. A vice-president cannot decline to take the higher office to which he has been automatically promoted; if unable or unwilling to carry out the duties of the new office, his only recourse is then to submit his resignation, upon the acceptance of which he will no longer hold either office.
Sometimes the bylaws provide that the different vice-presidents shall have administrative charge of different departments. In many such cases, it is inadvisable for the vice-presidents to have to change their duties whenever a vacancy occurs among them, and the bylaws should therefore also provide a method for filling vacancies that expressly applies to the offices of president and all vice-presidents." RONR (12th ed.) 47:28-30, emphasis added
On 4/27/2024 at 9:06 AM, Angie N said:I think I found the information I was looking for. Our vice president did serve more than half of his term so he has completed his term in office. I believe that makes him eligible to run for president.
The quote you are looking at has nothing to do with the current situation. It has to deal with how term limits apply. When the rule in question says that "an officer who has served more than half a term in an office is considered to have served a full term," that applies solely with regard to how to apply rules relating to term limits.
"The bylaws may contain a provision that “No person shall be eligible to serve _______ consecutive terms in the same office.” In filling vacancies for unexpired terms, an officer who has served more than half a term in an office is considered to have served a full term. As stated in 46:46–47, the term of office begins as soon as the officer is elected, unless the bylaws establish a different time (see also 56:27)." RONR (12th ed.) 47:4
"Since a reasonable rotation in office is desirable in almost all organizations, a section of this article may well provide that “No person shall be eligible to serve… consecutive terms [specifying the number] in the same office.” For purposes of determining eligibility to continue in office under such a provision, an officer who has served more than half a term is considered to have served a full term in that office." RONR (12th ed.) 56:31
To be clear:
- The Vice President has not completed his term in office (except for purposes of any rules in your bylaws pertaining to term limits).
- Nonetheless, the Vice President is eligible to be run for President.
- The Vice President would be eligible to run for President even if he had completed less than half of his term.
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On 4/29/2024 at 9:55 AM, Guest ConfusedGuest said:
The Church Constitution includes a provision for "a special congregational meeting to be called by written request of 10% of the eligible voting members." Those in favor of the former pastor's return have initiated a written request simply asking for "a Special Congregational meeting to discuss Pastor [Redacted]." Typically, congregational meetings are held annually in January or February.
The information "to discuss Pastor [Redacted]" is not sufficient to meet the requirement that the call "clearly and specifically describ[e] the subject matter of the motions or items of business to be brought up". The members will need to be more clear about what, specifically, they wish to discuss concerning this matter.
On 4/29/2024 at 9:55 AM, Guest ConfusedGuest said:1. Rule 9:13 specifies that a special meeting is convened to address matters requiring attention before the next regular meeting. Would a discussion regarding a candidate for the position, which falls under the jurisdiction of a separate committee, meet this urgency requirement?
The sentence in question reads as follows: "The reason for special meetings is to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting, or to dedicate an entire session to one or more particular matters." RONR (12th ed.) 9:13
What RONR says in this matter is simply a statement of fact, not a "requirement" of urgency. RONR does not impose any "urgency" requirement in regard to a special meeting. Whether a matter is of sufficient urgency to necessitate calling a special meeting is up to the judgment of the persons requesting the special meeting.
Further, I would that even to the extent this rule is (incorrectly) interpreted as imposing an urgency "requirement," the full rule says that a special meeting is called "to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting, or to dedicate an entire session to one or more particular matters," and the latter of these certainly does not include anything about urgency.
I do believe (as indicated above) that the request for a special meeting is improper for other reasons, but the council's perceived urgency of the reasons expressed in the call is not, in itself, a valid reason to deny the request.
On 4/29/2024 at 9:55 AM, Guest ConfusedGuest said:2. If this special meeting is deemed appropriate under 9:13, can discussion take place without a formal motion on the floor?
No.
On 4/29/2024 at 9:55 AM, Guest ConfusedGuest said:In other words, would members of the congregation be permitted to ask questions and engage in discussion at the called special meeting without the need for a specific motion?
No.
On 4/29/2024 at 9:55 AM, Guest ConfusedGuest said:2a. Can a "motion for discussion of an individual" be considered a valid motion under Robert' Rules of Order?
No.
Conceivably, I suppose at a regular meeting, members could suspend the rules to permit an open-ended discussion of this nature. But I don't think this cuts it for clearly and specifically describing the subject matter of a special meeting.
On 4/29/2024 at 9:55 AM, Guest ConfusedGuest said:3. If the written request is deemed not in order, given that it does not meet an urgency requirement under 9:13 (or for any other reason) would the Council, Council President, or other have jurisdiction in denying the request?
I believe that the Council, Council President, or whoever it is that is charged with actually calling the special meeting can (and should) deny the request, because the request does not "clearly and specifically describ[e] the subject matter of the motions or items of business to be brought up." I would advise sending a communication to the members substantially similar to the following in form.
"We have received your request for calling a special meeting "to discuss Pastor [Redacted]". Robert's Rules of Order requires that the call for a special meeting must "clearly and specifically describ[e] the subject matter of the motions or items of business to be brought up". The description of "to discuss Pastor [Redacted]" does not meet this standard, and is too vague to inform members of the matters to be discussed at the meeting. As such, your request to call a special meeting, in its current form, is not in order and the special meeting will not be called. If and when a request is submitted which clearly and specifically describes the motions the members intend to make with respect to Pastor [Redacted], then a special meeting will be called as required by the bylaws. Please reach out if you have any follow-up questions."
From the facts presented, I imagine what these members really want is for the assembly to adopt a motion (which may well be nonbinding, given that you say a committee is tasked with this) expressing the assembly's opinion that it supports the return of Pastor [Redacted]. And that would be perfectly fine. But they have to actually say that in the call rather than cagily saying they intend to "discuss" the pastor.
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On 4/29/2024 at 9:43 AM, Guest Bill said:
By definition the terms "missing" and "buried" in this context are slanderous. What kind of recourse do we have for this kind of behavior?
I can't speak to whether these terms are "slanderous" (that is a legal term), but I would agree that the term "buried" certainly seems to be accusing the Treasurer of some impropriety. "Missing" may or not be accusing the Treasurer of some impropriety - it could also simply be used to indicate some inadvertent error in the report.
In any event, to the extent a member does make accusations of impropriety against the Treasurer, this is indecorous.
"When a question is pending, a member can condemn the nature or likely consequences of the proposed measure in strong terms, but he must avoid personalities, and under no circumstances can he attack or question the motives of another member. The measure, not the member, is the subject of debate. If a member disagrees with a statement by another in regard to an event that both witnessed, he cannot state in debate that the other's statement “is false.” But he might say, “I believe there is strong evidence that the member is mistaken.” The moment the chair hears such words as “fraud,” “liar,” or “lie” used about a member in debate, he must act immediately and decisively to correct the matter and prevent its repetition (see 61)." RONR (12th ed.) 43:21
"A member or officer has the right that allegations against his good name shall not be made except by charges brought on reasonable ground. If thus accused, he has the right to due process—that is, to be informed of the charge and given time to prepare his defense, to appear and defend himself, and to be fairly treated." RONR (12th ed.) 63:5
"For the protection of parties who may be innocent, the first resolution should avoid details as much as possible. An individual member may not prefer charges, even if that member has proof of an officer's or member's wrongdoing. If a member introduces a resolution preferring charges unsupported by an investigating committee's recommendation, the chair must rule the resolution out of order, informing the member that it would instead be in order to move the appointment of such a committee (by a resolution, as in the example above). A resolution is improper if it implies the truth of specific rumors or contains insinuations unfavorable to an officer or member, even one who is to be accused. It is out of order, for example, for a resolution to begin, “Whereas, It seems probable that the treasurer has engaged in graft,…” At the first mention of the word “graft” in such a case, the chair must instantly call to order the member attempting to move the resolution." RONR (12th ed.) 63:11
With regard to recourse, first see what your bylaws say in regard to discipline, or if they are silent, see RONR (12th ed.) Ch. XX.
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On 4/26/2024 at 12:19 PM, Guest Tracey said:
Are there parliamentarian rules for this, or is it an internal rule? - once an item has been accepted onto an agenda, is it required to stay on the agenda until it's complete or dealt with? Or does each meeting agenda stand alone?
Stated another way, if the board adds 'write a policy on widgets' to the agenda, does that item need to stay on upcoming agendas until the policy on widgets is completed? Or can it be added to meeting agendas when there is something new to add to the conversation about that policy?
It depends on what the assembly does with the item. Depending on what action is (or is not) taken on this item, it may well come up at the next regular meeting (or not). We would need more specifics on what is done in regard to this item.
Speaking generally, see RONR (12th ed.) 41:21-26.
Or perhaps another way of asking this question is - what do you want to happen with this item? If we know that, we can point you to the appropriate tools to accomplish that objective.
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On 4/26/2024 at 10:10 AM, Guest Eric Bradshaw said:
Our bylaws (created years ago) say nothing regarding conducting telephonic/electronic meetings, but rather in-person meetings. The thing that I am most concerned about is that voting is occurring via telephone, much to the opposition from some members of the board.
The other thing to check into would be applicable law, but based upon the facts provided at this time, it seems to me that all board meetings (and voting) must be in person.
"Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present." RONR (12th ed.) 9:30
"In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2–5, 9:13–16)—or at an adjournment of one of these meetings 2—and at which a quorum (see 40:5) is present. The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. (See also Electronic Meetings, 9:30–36.)" RONR (12th ed.) 49:16
On 4/26/2024 at 10:10 AM, Guest Eric Bradshaw said:At our last meeting, the chairperson proposed that we meet in a week’s time to vote on a proposed motion. Several brought stated that it wasn’t enough adequate, as there was research to be done on the matter so that everyone could be well-informed. There are also proposed contracts involved that need to be updated, and we have yet to obtain a copy of this updated paperwork. It was proposed by a few board members to meet in two to three weeks, which the majority agreed to. The meeting was adjourned. Shortly after the meeting, a few dates were proposed by the members who suggested to meet in a few weeks, as to which one of the board members stated that he would not be able to bake the meeting on those days. A few other dates were proposed. Then, silence. As of yesterday, we received a text message stating that we would be minutes in two days time with an agenda on issues to vote upon. The board did not vote or agree said date.
Thank you for these additional facts.
This makes things rather complicated, because as I understand it, the board essentially adopted a motion "to meet in two to three weeks," but failed to decide upon a specific date. Had the board decided upon a specific date, I think that would make things more clear and much easier to move forward. Since no specific date was agreed upon, however, while I believe the chair acted improperly in determining a date that was not within the "two to three weeks" timeframe decided upon by the board, I'm not certain I can conclude that the originally scheduled meeting must move forward (because no meeting was ever actually scheduled).
As to the question of whether this new meeting is proper, I'm not certain. The chair cannot call this meeting on the basis of the motion adopted by the board, since it is outside of the timeframe agreed to by the board. However, it may well be there is something else in the bylaws authorizing the chairperson to call a meeting.
What do the bylaws say concerning calling board meetings?
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On 4/26/2024 at 10:58 AM, Guest Janet Foster said:
Would it be within RONR conduct to suggest that any voting would be suspended until the bylaws are found or re-established.
No.
On 4/26/2024 at 10:58 AM, Guest Janet Foster said:The issue is really being pressed that a vote is conducted during our next meeting.
You may, if you wish, move to postpone this particular matter until the next regular meeting (if within a quarterly interval) or until an adjourned meeting. The motion to postpone requires a majority vote for adoption.
On 4/29/2024 at 7:02 AM, Guest Janet Foster said:We do believe there is some sort of discrepancy or difference in the bylaws from standard RONR procedures, among other things.
Please clarify.
On 4/29/2024 at 7:02 AM, Guest Janet Foster said:The Secretary has been overstepping her bounds for quite a few things currently and in the past, and the fact that these she is saying that she can’t find the bylaws makes us suspicious.
I agree.
Perhaps your organization should consider replacing its officers with officers who know how to do their jobs. See FAQ #20.
On 4/29/2024 at 7:52 AM, Guest Janet Foster said:We have been told (by the officers themselves) that none of the other officers have a copy, and when the bylaws were first drafted, the Secretary didn’t hand out any copies to anyone, but filed it away.
It appears you are suggesting the bylaws were filed with some external organization (presumably, some state agency and/or a parent organization). So it would seem prudent to reach out to that organization for a copy of the bylaws.
I think legal counsel would also likely be advisable.
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On 4/26/2024 at 8:22 AM, Guest Janet Foster said:
Several in our organization has asked for copies of the bylaws to be presented to the board and shareholders, but the secretary says that the bylaws are “missing”. This has become a problem, as when introducing a motion to vote or when conducting meeting, the “rules” seem to change to support a specific agenda. A great deal of chaos to the meetings due to lack of transparency. Does RONR say anything about this subject?
Well, the Secretary had better find the bylaws, as maintaining the bylaws is one of the Secretary's duties. Members do not, strictly speaking, have a right to copies (although RONR does recommend that members be provided with copies), but members at a minimum have a right to inspect the bylaws.
"It is a good policy for every member on joining the society to be given a copy of the bylaws, printed together with the corporate charter, if there is one, and any special rules of order or standing rules that the society may have adopted as explained below. A member should become familiar with the contents of these rules if he looks toward full participation in the society's affairs." RONR (12th ed.) 2:13
"Duties of the secretary. The duties of the secretary are: ...
8. To maintain record book(s) in which the bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to these documents properly recorded, and to have the current record book(s) on hand at every meeting." RONR (12th ed.) 47:33"Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary." RONR (12th ed.) 47:36
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On 4/25/2024 at 4:47 PM, Joshua Katz said:
Well, I'm by far outnumbered on this, but I wonder - under the interpretation everyone but me advances, what does the "acquiesce" language do?
Nothing.
On 4/25/2024 at 4:47 PM, Joshua Katz said:If it does nothing, it seems to me, it is preferable to interpret it in a way that it is not surplusage.
I would ordinarily agree, but I'm finding a difficult time interpreting it in a way that is not surplusage.
While I am well aware that RONR says "There is a presumption that nothing has been placed in the bylaws without some reason for it," actual experience with organizations has led me to believe that this presumption is not absolute.
Or to put it another way, sometimes the "reason" is "the drafters didn't know what they're doing."
My guess is that the drafters were under the mistaken belief that a majority of the members present was required, and all of this additional language was necessary in order to ensure that if there were abstentions, there was still a majority of the members present on one side or the other (by including the abstaining members with those voting in the majority), and were unaware none of this was necessary.
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On 4/25/2024 at 11:09 PM, Wright Stuff said:
Yes, she was elected chair. She was never elected past chair. I understand your logic, but I don't think it holds up since all positions have terms. In any case, since I made this post, I contacted the parliamentarian. The officer who told me that the IPP was still on the board is the one who told me what the parliamentarian said. His response to me was, "The officer is a delightful person, but in this case, she is wrong." So, the person who told me lied. Something is wrong in Denmark, as the saying goes.
Well, as I have said, the state parliamentarian is quite likely in the best position to understand the advice the state has given you on this matter, so if they are now telling you that the IPP is not on the board, I suppose that's that. Which is probably just as well.
I do think, however, that in any event this thread raises an interesting question, and it may well behoove the state to issue further guidance clarifying its earlier opinion, as I have to imagine your county party is not the only county party to have this question (or other questions) about the advice the state has provided in this matter.
Agenda and Mode of Meeting (online or in person)
in General Discussion
Posted
For starters, it must be noted that committees may only meet in person, unless authorized to hold online meetings by the bylaws (in the case of a committee established in the bylaws) or "by a standing rule of the parent body or organization, by the motion establishing the particular committee, or by instructions included in a motion referring an individual matter to the committee or issued subsequent to such a motion".
But even supposing this committee is authorized to hold meetings online, the chair does not have the authority to make such decisions unilaterally. These decisions would be made by the committee, subject to any instructions from the parent assembly in this matter.
As noted above, there is a threshold matter as to whether the committee is authorized to meet online at all. You do say "this is also permissible in our governance," so I understand you to mean that the organization's rules authorize this committee to meet online.
But setting that issue aside, I don't think I can answer this question without knowing who issued the "order" in this matter. I think it is certainly the case that you as chair, acting alone, do not have the authority to determine the manner in which the committee meets, unless your rules so provide, and there is no section in RONR granting you such authority.
Your belief that you, as chair, "am responsible for convening the meetings and setting the agenda and that this would include where, when, and in what mode we meet" is incorrect with respect to RONR. Under RONR, the committee chair is granted the authority to convene the initial meeting of the committee (and subsequent meetings, if the committee has not established subsequent meetings itself). (Although even this authority is not absolute.) RONR does not grant the chair to determine the manner in which the committee meets or to set the agenda. It may well be that your organization's own rules grant additional authority to committee chairs, but I have no way of knowing what your organization's rules say on this matter.
Rather, to the extent the committee has the option to meet in person or online, the committee itself would make that determination, subject to any instructions on this matter from the committee's parent assembly.
So who exactly is it that "ordered" the committee to meet in person?