Josh Martin

No, the votes taken at the previous two readings may not be challenged at this time. A Point of Order generally must be raised at the time of the breach. After the meeting is over, it is much too late. The issue could be raised in regard to the third vote and reading when that occurs. I would note, however, that a special rule of order may be adopted by a 2/3 vote with previous notice or by a vote of a majority of the entire membership (of the board, in this case). So it may well be that there was no error with the vote. I would also note that, in my view, the board’s “three readings” rule essentially serves as notice.

Perhaps the lesson to take away from this is that the chairman is being too technical in other instances, not that he is not being technical enough in this one. If a member raises what is clearly in the nature of a Point of Order, but does not use the exact words “Point of Order,” the chairman should not simply deny the member and move on. Instead, it seems to me that the chairman should assist the member in properly framing his statement as a Point of Order, or even to simply admit it as a Point of Order, even although the member did not use the exact words. As for the latter comment, I am not a lawyer, but it would seem to me there is perhaps a slight difference between a person stating that they did not commit a crime in a court of law and a person stating that they voted one way or the other on a motion for the purposes of whether the member may move to Reconsider.

Yes, I think so too. But the assembly decides who to appoint, so the assembly can simply not appoint the accused.

Really? The facts presented seem pretty clear to me. Eight days is less than ten days. I acknowledge that the meeting times and dates are also posted on the club bulletin board and on an online calendar, but posting the item is not the same as sending it to each active member.

Yes, but the assembly should not have done so, because the chairman’s ruling was wrong. The member’s argument in regards to whether a vote could be taken on the appeal was flawed. The member claimed that “there could be no vote because the meeting was invalid.” The problem with this reasoning is that whether the meeting was valid was precisely the issue that was presently being decided. The vote on the appeal should have been permitted. Upon appeal, however, the assembly should have overturned the chairman’s ruling, because his ruling was clearly wrong. The bylaws require ten days of notice for regular meetings, and only eight days of notice was given. As a consequence, the meeting was invalid.

No rule in RONR explicitly prohibits either of these things. It is ultimately up to the society to determine who shall serve on these committees. I think it would, however, be extremely unusual to appoint the accused to such committees. I would note that RONR does not use the term “accuser.” RONR grants no special status to the person who originally raises claims against another member. I can see reasonable arguments for and against including such a person on disciplinary committees, and it may well depend on the specifics of the particular case.

Setting aside the part about the contract rights, it seems to me that no other part of this rule requires notice or for the removal to be included on the agenda. I haven’t the slightest idea. I would suggest consulting an attorney, as this is legal language.

No.

What do your bylaws say (if anything) concerning the removal of board members? If they are silent, what is the exact wording of the term of office? Assuming that removing the board members in this manner was proper to begin with, I do not think there was anything wrong with this action. Indeed, based on the facts presented, I think it was absolutely necessary to take this action. It seems to me that this is an incidental motion arising in connection with the election. If the bylaws merely say that there are between 1 and 9 board members, then some action must be taken to determine precisely how many board members there shall be. This might be more complicated if the assembly had previously made a decision regarding the size of the board, but since we are told that “We the members have NEVER voted or any motion ever made to discuss or limit this number,” then it seems absolutely necessary to make a determination regarding this matter. Without such a determination, it is not known how many board members to elect. It seems to me the board is absolutely correct that, if members now wish to increase the size of the board, the proper course of action is for the membership to adopt a motion to this effect. For what it is worth, I strongly advise against setting a range of members in the bylaws, since it inevitably leads to problems like this one. Voting on one person at a time is not the proper method of filling multiple identical positions, however, it is too late to raise a Point of Order regarding that issue at this time. Instead, members should be instructed to vote for a number of persons up to the number of open positions. Each ballot is treated as a vote cast for the number of votes needed to receive a majority. Yes, but you also never adopted any motion establishing the size of the board at nine. As a consequence, the assembly was within its rights to determine any number of board members between 1 and 9. They chose five. In the long run, my recommendation is to amend the bylaws to set one number for the size of the board.

The minutes should record the motion to amend the bylaws. The format of this is generally “Mr. X moved that (text of motion). The motion was adopted.” The fact that the motion was seconded need not be recorded. The fact that the format may not exactly match the format recommended in RONR (let alone the wording preferred by the member) is not sufficient to invalidate the amendment. Even if, through some oversight, the amendment was omitted entirely from the minutes, this still would not be sufficient to invalidate the amendment. It would merely mean that the minutes should be corrected. As noted above, the member’s claim is incorrect, so there is no need to take any action in regard to these minutes, unless there is a real and serious error (such as if a motion was omitted). Even then, the proper course of action is to use a motion to Amend Something Previously Adopted to correct the minutes.

While I agree with my colleagues that what happened was improper, I would note that a 2/3 vote is also sufficient to Suspend the Rules. Therefore, the rules could have been suspended in order to let a member on the losing side move to Reconsider. The moral of the story is to stick around for the whole meeting when multi-million dollar contracts are involved. Alternately, a member could have moved to Reconsider and Enter on the Minutes.

Generally, when a violation occurs, a Point of Order must be raised at the time of the breach, or else it is too late. Some violations are so severe that they constitute a continuing breach, in which case the amendments would be null and void. In any event, however, the amendments are presumed to be valid (and remain in effect) unless and until it is determined otherwise, which can only be done at a meeting. So far, I do not see any evidence presented of any violations at all, let alone violations which would constitute a continuing breach.

No, the special rule of order in question is not proper. Despite the inadvisable wording for the parliamentary authority in the bylaws, the assembly still has the ability to adopt special rules of order to supersede RONR in a particular case (because RONR says so), but a rule of order which permits the Executive Committee to override RONR in any circumstance it deems appropriate is not in order. Such a sweeping rule could only be adopted by amending the bylaws (and I would strongly advise against adopting it). Additionally, special rules of order which omit the basic rights of membership, such as the right of the accused to a trial, are also not in order. Such rules would need to be adopted in the bylaws.

Okay, so the argument is that persons who are appointed are not “running” and therefore the eligibility rules do not apply in such cases. It will ultimately be up to the organization to interpret its own bylaws, but personally, I don’t think this is a reasonable interpretation.

It should first be clarified that the rule for small boards is that members may speak any number of times, but only for up to ten minutes each time. In any event, however, it is up to the board to interpret its own rules, and to amend those rules for clarity if needed. RONR has no answer to this question.

Based on these facts, although I say this with some hesitance since we are still being provided with a paraphrase and not an exact quote, it seems to me that it would not be proper for the board to appoint this person to serve a full term in this office, and for that matter, it was not proper for the board to appoint this person to fill the vacancy in the first place. You say that individuals must meet this requirement in order to serve as an officer. The rule makes no distinction between “appointment” and “election.”

Unless your bylaws provide otherwise, it’s not up to the board. By default, disciplinary authority rests with the membership.

I concur with my colleagues that the simplest solution is to amend the bylaws to remove the restriction in question. If it is not possible to do this in a timely manner, then please clarify what exactly this eligibility requirement says. Additionally, please provide the exact wording of the term of office.

No. If he withdraws (not rescinds) the resignation before the question has been stated on it by the Chairman, there is no longer any resignation to act on. See FAQ #18.

“Impeachment” or “impeached” are not terms used in Robert’s Rules. These terms refer to bringing charges against a government official, and if that is indeed your question, you should refer to the applicable laws (and possibly the applicable constitution) governing that procedure. For procedures for removal of the Chair or President of other organizations, see your bylaws, or see FAQ #20 and Ch. XX of RONR if your bylaws are silent. The chair’s failure to properly enforce the rules may well be a valid reason to remove the President from office. I would also suggest, however, that members of an assembly who notice violations of the rules that they believe to be so serious that they warrant removal of the President, should immediately raise a Point of Order when such violations occur, followed by an Appeal if necessary.

I agree that, as a procedural matter, the correct course of action for the board to take if it no longer wishes to hire a parliamentarian for advice on the bylaws is to rescind the original motion. The motion to Rescind requires a 2/3 vote, a vote of a majority of the entire membership (of the board), or a majority vote with previous notice. I rather doubt, however, that formally rescinding the motion will stop the complaints.

So if there are two nominees, and one of them indicates that he wishes to withdraw, and the bylaws do not require a ballot vote, a vote must still be taken? Would it change anything if the member who made the nomination also withdrew the nomination? Alternately, could the chair request unanimous consent to forego the election? If the bylaws were amended to include such a requirement, this would certainly seem to resolve the OP’s complaint.

Yes, there is no motion to “suspend” a meeting, nor is there a motion to “postpone” a meeting. The correct motions for the member to accomplish his objective are the motions to Fix the Time to Which to Adjourn and to Adjourn.

These seem like legal issues, not parliamentary ones, and are therefore beyond the scope of RONR and this forum. I suggest consulting an attorney. It may also be prudent for the association to adopt rules governing these matters.

If certain standing committees are defined in the bylaws (which is generally the case), then no further standing committees may be created except by amending the bylaws, unless the bylaws provide otherwise. The assembly could, however, create a special committee.