Josh Martin

Yes, but I don’t think Ch. XX answers any of the OP’s specific questions. RONR does not describe the process of “finalizing a disciplinary letter,” It has no appeal process for discipline, and it has nothing regarding who pays for flights.

I would first note that RONR does not permit either of these things unless authorized by the bylaws. If your bylaws authorize such assessments or fee increases, then the rules on this matter in the bylaws should also specify the process for doing so. So what do they say? I think what Mr. Anderson means by this is that it is improper for a subordinate body (the board) to overturn the decision of a superior body (the general membership). I agree that is correct as a general matter, but I am hesitant to give a definitive answer without knowing what the bylaws say regarding assessments and fee increases.

I concur with Mr. Harrison regarding the issue of who should preside over the regular monthly meetings, and regarding who should preside in the event action is taken regarding this matter. I would also add, however, that embezzlement is a very serious allegation which should not be made lightly. If members truly believe that the President may be guilty of such actions, they should pursue formal disciplinary procedures, but the initial resolution to appoint an investigative committee should avoid specifics as much as possible. “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, 11th ed., pg. 656) ”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, 11th ed., pgs. 657-658) So instead of referring specifically to embezzlement, the motion to appoint an investigative committee would read more like this (modified as necessary, such as by replacing “Treasurer” with “President”): “Resolved, That a committee of . . . [perhaps "five"] be elected by ballot to investigate allegations of neglect of duty in office by our treasurer, J.M., which, if true, cast doubt on her fitness to continue in office, and that the committee be instructed, if it concludes that the allegations are well-founded, to report resolutions covering its recommendations.” (RONR, 11th ed., pg. 657) It may also be prudent to seek legal counsel.

One thing I wish to clarify - is the section of the US Code you refer to defining organizations of a particular type (which is the usual situation), or is it in fact defining your organization specifically? In either event, this is a rather unusual situation, and RONR does not address it directly. Generally, the provisions of statute pertaining to types of organizations are not, in and of themselves, sufficiently detailed to entirely replace the rules required in an organization’s Constitution or Bylaws. For a provision of statute to define the rules for a particular organization would be even more unusual. So in the general case, it is indeed necessary for an organization to have a Constitution or Bylaws. Even in the unlikely event, however, that the provisions in statute define all rules necessary for a type of organization that would normally be included in a Constitution or Bylaws, I still think it would be necessary for the organization to adopt such a document, if for no other reason than to specify the details particular to the organization, such as the organization’s name. Other articles might be very brief, and might simply refer back to the relevant section of the US Code. In the event that a provision of statute is written for a particular organization and defines all the necessary details, then I suppose in that instance there would not be a parliamentary need for a separate Constitution or Bylaws, except to the extent that the organization wished to (and is permitted to) adopt additional rules of the type to be included in a Constitution or Bylaws.

This is incorrect. Abstentions are not supposed to be counted. See FAQ #6. If this was taken as a voice vote, this means by definition that there was no count to begin with, so I don’t see how there can possibly be a “recount.” In any event, a recount is only in order in cases where there is an actual record for tellers to count, such as in a ballot vote. There is no method at this time of counting the votes which were cast at the previous meeting. What you seem to be suggesting is that the vote be retaken, which is not in order. What would be in order is a motion to Reconsider. Since this is a committee, the rules are somewhat different. In a committee, such a motion may be made without time limits, it may be made by a member who voted on the prevailing side or by a member who abstained, and it requires a 2/3 vote for adoption, unless all members who voted on the prevailing side are present or were notified that this motion would be made, in which event a majority vote is sufficient. If this motion is adopted, the motion is then before the committee in the same state as it was before it was adopted, allowing the committee to consider it again. Alternately, since motions adopted by a committee are frequently merely recommendations which are presented to a superior body for approval, members of the committee who are also members of that body could try to defeat the motion at that time.

Yes, it is obviously correct that someone who is not a member of the board does not count toward the quorum for board meetings.

What should be covered (at a minimum) in an organization’s constitution or bylaws is discussed in RONR, 11th ed., pgs. 570-582. I would review these pages and confirm whether it is in fact correct that all of this information is covered in the US Code. I am rather skeptical that this would be the case.

Thank you. Based on these facts, my conclusion would be that it is currently not in order to postpone a regular meeting in advance (unless, I suppose, the normal building meeting is also postponed - I don’t know how those are scheduled). The bylaws specifically provide that the meetings are held “On the Sunday before the normal building meeting” and “Starting at 2 PM in the lobby” and provides no exceptions or mechanism for postponing such meetings. At the meeting itself, however, an adjourned meeting could be set, and the meeting could then be adjourned. As a result, the postponement of the regular meeting from September 1st to September 8th was improper. So if it is indeed desired for there to be a mechanism to postpone a meeting, in advance, it will be necessary to amend the bylaws.

Since the bylaws grant the President no authority to spend on his own, and RONR specifically notes that the President has no administrative authority of any kind except as authorized by the bylaws, it seems clear that the President acted outside of his authority. Whether the board wishes to require the President to pay back the unauthorized funds is at the board’s discretion. Alternately, the board could Ratify the President’s expenditure.

Well, he might lose, in which event his threat is immaterial. In the event that he does in fact win and refuses to serve, another round of voting will need to be held.

Okay, but it might be desirable to answer our questions so that we can determine in what manner (if any) meetings can currently be postponed. Perhaps you can already do what you want. No one has said that meetings categorically cannot be postponed under RONR. Instead, what has been said is that how (or if) a meeting may be postponed depends on the manner in which the meetings are scheduled in the first place. We have been unable to elaborate on this further, since you still have not provided what your bylaws say regarding how meetings are scheduled.

No, such a motion may not be made at the same meeting. In my view, this is substantially the same motion whether or not different reasons are given. The motion may be made at the next meeting, since the freedom of each new session means that there is no prohibition against moving the same motion again at a new session. Depending on the rules in the bylaws for discipline (or in the absence of such rules, the wording for the term of office), however, it may not be so simple to remove an officer. See FAQ #20. Assuming it is in order to make such a motion anew at each session, I would note that these efforts can be shut down fairly swiftly if these efforts have little support. A 2/3 vote, for instance, could order the Previous Question. No. The facts presented do not suggest to me that the motion is dilatory, let alone that it should simply be ignored. If the motion is made at a later meeting, the motion is perfectly in order (assuming such a motion would otherwise be in order) and the question should be stated. If it is made at the same meeting, it should be ruled out of order on the grounds that it presents substantially the same question as a motion which had already been finally disposed at the current session, but it should not simply be ignored. If members repeatedly and incessantly make this motion, or other related motions, during the same meeting, then it may be appropriate to rule the motions out of order as dilatory, or even (eventually) to ignore the members, but this should not be the first step. A motion is not dilatory on the grounds that the motion has been defeated in a previous meeting, or even multiple previous meetings. ”It is the duty of the presiding officer to prevent members from misusing the legitimate forms of motions, or abusing the privilege of renewing certain motions, merely to obstruct business. Whenever the chair becomes convinced that one or more members are repeatedly using parliamentary forms for dilatory purposes, he should either not recognize these members or he should rule that such motions are out of order—but he should never adopt such a course merely to speed up business, and he should never permit his personal feelings to affect his judgment in such cases. If the chair only suspects that a motion is not made in good faith, he should give the maker of the motion the benefit of the doubt. The chair should always be courteous and fair, but at the same time he should be firm in protecting the assembly from imposition.” (RONR, 11th ed., pgs. 342-343) I would also note that, given the subject matter of these motions, the chairman should relinquish the chair to the Vice President rather than preside over their consideration himself. “Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly's consideration of that motion, just as he would in a case where he wishes to take part in debate (see also p. 394–95).” (RONR, 11th ed., pg. 451) I would not go so far as to say “any” motion. The text does note that ignoring a motion may be appropriate in cases of especially dilatory behavior. I agree, however, that the facts presented certainly do not rise to such behavior.

It seems highly unlikely that a single board member may accept the resignation, but the board itself might be able to. It is not uncommon for the bylaws to authorize the board to fill vacancies, and this includes the power to accept resignations. In the absence of such authorization (whether explicitly or through a general “full power and authority” clause), however, this power would rest with the membership. “The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly.” (RONR, 11th ed., pg. 467)

No, this is not necessary, because the agenda has not yet been adopted. Any agenda which has been sent ahead of time, even if it has been printed, is advisory only, and it does not become the actual agenda for the meeting unless and until it is actually adopted at the meeting. As a result, any changes to the agenda may be offered in the motion to adopt it. If it is practical to print a new agenda in time, that is probably the best method, and then a member may move to adopt that agenda. If it is not possible for a new printing, a member could move “To adopt the agenda as printed, except with the following changes...” While this motion is pending, the subsidiary motion to Amend may be used to amend the agenda further, if desired. After any amendments are handled, a vote is taken on the motion to adopt the agenda. Any amendments and the motion to approve the agenda require a majority vote for adoption. All of this is handled under the heading of Approval of the Agenda.

There is certainly no other reasonable interpretation on the question of whether a main motion which conflicts with the bylaws is null and void. There may well be, however, other reasonable interpretations of what the rule in the bylaws means, or other reasonable interpretations of what the motion means, or both. The only instance in which a ruling cannot be overturned is if there cannot possibly be two reasonable opinions. All other rulings may be overturned by a majority vote, as the society is the ultimate judge of its own rules. ”As further examples, it is dilatory to obstruct business by appealing from a ruling of the chair on a question about which there cannot possibly be two reasonable opinions...” (RONR, 11th ed., pg. 342) I would advise the chair use this rule extremely sparingly, however, for several reasons: In my experience, it is more frequently the case that there are, in fact, multiple reasonable opinions. If it is in fact the case that there is only one reasonable opinion, one certainly hopes that opinion would prevail anyway, as one hopes that most members of the organization are reasonable people. If the assembly is truly determined to overturn the chair’s ruling, the assembly has other tools at its disposal to achieve such an outcome, such as suspending the rules to remove the chairman. So I would generally suggest that the chair permit an appeal and only declare an appeal dilatory due to this rule in the most egregious cases. Since I have not seen the rule or motion in question, I offer no opinion on whether it is correct that the motion conflicts with the bylaws, let alone whether this is so clearly correct that there can be no other reasonable opinion. I would also note that since whether a motion is dilatory is primarily based on intent, the rule above is primarily applicable in cases where it is clear that even the member making the appeal knows his opinion is unreasonable, and is offering the Appeal merely for the sake of obstructing business, not because he actually disagrees with the chair’s ruling.

Yes, that is correct. Thanks.

The record should now not show such an item, since the minutes are a record of what was done at the meeting, and this happened prior to the meeting. Although I am not clear on how the assembly made a decision outside of a meeting to begin with. There may need to be a Point of Order on this matter at a future meeting, which would be recorded in the minutes.

No, such a prohibition may not be specified in the call. Only the assembly itself could adopt such a rule, and it would require a 2/3 vote to do so. Yes, but “This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.” (RONR, 11th ed., pg. 93) It therefore seems clear to me that questions which pertain to the business included in the call, or to the conduct of the meeting, are clearly in order, notwithstanding the erroneous statement in the call to the contrary.

No. No, it is not possible to cast a “no” vote. Unless the bylaws require a ballot vote, it seems to me there is no reason to take a vote in the first place, let alone a runoff vote. Rather, I would say that the chairman should declare the sole candidate elected. If the members do not wish to elect this person, they would have to vote for someone else. Mr. Harrison, based solely on the rules in RONR, if two members are nominated, the bylaws do not require a ballot vote, and one of the two candidates indicates that he has no desire to serve, do you think the chairman should/must proceed with the election, or should he declare the only willing candidate elected? I have no disagreement that in the event an election is actually held, votes for any eligible person are credited whether or not that person previously indicated an unwillingness to serve, but it is not clear to me that an election must be held if there is only one person who is actually seeking the office (unless, of course, the bylaws require a ballot vote).

Based on all of the facts provided, it appears that the Executive Director is also a member of the Association. She therefore has all the rights of membership, including the right to vote, at meetings of the Association. It appears, however, that the Executive Director is not a member of the board, at least by virtue of her position as Executive Director. The position of Executive Director is not included in the list of board members. Apparently, however, the Executive Director also holds (or has held) a number of other positions, specifically, that “she was first voted in as Membership Chair, then the Secretary and wen through all the chairs and has been on the board holding a position since 1997. Then was voted as Executive Director in 2010. She also holds the Budget and Finance committee along with being Treasurer.” Neither the position of Budget and Finance Committee Chairman nor the position of Treasurer are listed as members of the board. The positions of Membership Chair and Secretary are listed as members of the board, as are several other Chairman positions (and apparently the Executive Director went through “all of the chairs” at some point), but my understanding is that these were positions which were held in the past, which has no relevance to her current status on the board. It may be, however, that there are other positions this person holds that we are not currently aware of. In any event, the bylaws very clearly define those positions which are members of the board. Persons who currently hold one of those positions are members of the board, and persons who do not hold one of those positions are not. Unless some other provision of the bylaws states otherwise, all members of the board have the right to vote (except that the chairman perhaps should not vote due to the board’s size). It appears that the bylaws provide, however, that the Executive Director is actually required to attend board meetings, and to give a number of reports to the board. So even if she is not a board member, she will at least attend board meetings (unless otherwise ordered), give her required reports, and speak at such other times as the board requires or permits.

No. ”So, in meetings of a small board (where there are not more than about a dozen board members present), and in meetings of a committee, the presiding officer may exercise these rights and privileges as fully as any other member.” (FAQ #1)

No. RONR has no rules concerning what happens outside of meetings. Since this involves interpretation of a policy adopted by the board itself, I am inclined to think only the board may answer this question. To the extent that the board members signing the policy may make it in the nature of a contract, it is also a question for an attorney. I would first note that it is unclear to me whether the policy is applicable in this instance, since I am not certain that elections of board members are an “administrative matter.” To the extent that the policy is applicable, I would note that “fiduciary duty” is a legal term, not a parliamentary one, and therefore questions regarding whether such duties supersede this policy should be directed to an attorney.

I think some additional details are necessary, such as what (if anything) the bylaws say regarding filing vacancies, how this power was granted to someone else, and what exactly the motion said.

“Tyranny” is a strong word, but yes, I would certainly say the actions described above, taken together, constitute abuse of power and/or abuse of the position and role of the chair. But we have no power to do anything in this regard and are not the people you need to convince. You have previously indicated the board apparently doesn’t care about the chair’s actions. So as I stated above, these matters will need to be taken to a higher authority - the general membership or the courts. As to whether it is possible for the board to permit this, it is obviously possible because it is happening. I do not think it is proper for the board to permit such behavior by the chair, but again, I can’t make them do anything about it. So talk to the people who do have power in this regard.

Well, we are told that, in the ordinary case, “A majority vote, or 2/3 vote when necessary, is determined with reference only to those Members voting "Yea" or "Nay." A vote “Present” will count toward attendance and quorum only.” In this particular case, however, the rule provides “A Speaker candidate shall require a majority of voting members to be elected. If no candidate achieves a majority, the process shall be redone until there is a candidate that achieves a majority.” It appears that the prevailing interpretation is that the phrase “majority of voting members” is distinguishable from “majority vote” and therefore the other rule is inapplicable, and that this phrase means a majority of all members with the right to vote. The only disagreement, apparently, is over whether empty seats are “voting members” for purposes of the rule. In any event, as I noted previously, if Mr. Lotshaw’s prediction that “our vote results will end up split that 8 are voting for Person A 6 for Person B and 1 voting ‘Present’”is correct, the result is the same whether “voting members” refers to members actually voting or members with the right to vote, since I do not think it is reasonable to view an empty chair as a voting member.