Josh Martin

Based on the facts provided, this appears to be correct.

It is conceivable that the rules concerning amending the bylaws, or the time at which annual meetings were held, were amended in the past 25 years. That is, it may be that in the years in question, the bylaws did not require that they be amended at an annual meeting, or perhaps the annual meeting was held in different months.

Then it seems the annual meeting itself almost certainly may not be postponed (at least not very far - there isn’t much time left in August), however, an adjourned meeting could be set and the elections postponed to that meeting. If the bylaws specifically provide, however, that the officers and directors must be elected from among the officers and directors, that nominations may be made at the April meeting, and that they cannot be made at the annual meeting or in any other matter, it is not clear how postponing the election will help. The bylaws specifically state this?

“In some organizations, it is customary to send each member, in advance of a meeting, an order of business or agenda, with some indication of the matters to be considered under each heading. Such an agenda is often provided for information only, with no intention or practice of submitting it for adoption. Unless a precirculated agenda is formally adopted at the session to which it applies, it is not binding as to detail or order of consideration, other than as it lists preexisting orders of the day (pp. 364ff.) or conforms to the standard order of business (pp. 25–26, 353ff.) or an order of business prescribed by the rules of the organization (pp. 16, 25).” (RONR, 11th ed., pg. 372) “In organizations that have adopted this book as parliamentary authority and that have not adopted a special order of business, this series of headings is the prescribed order of business for regular meetings, unless the periods intervening between consecutive regular meetings are usually more than a quarterly time interval (see pp. 89–90).” (RONR, 11th ed., pg. 353) It may well be that the agenda conformed to the standard order of business anyway, in which event it was still the proper order to follow. Even if this were not the case, however, when the chair deviated from the agenda, a member would have to raise a Call for the Orders of the Day at that time. At this point, the fact that the items may have been considered out of order has no bearing on their validity.

RONR does not permit a board to make decisions without a meeting. As a result, RONR does not define whether an email constitutes “written consent” for such an action. In general, RONR does appear to define email as “written” (RONR, 11th ed., pgs. 89, 98), but I don’t think this is definitive in interpreting the meaning of “written consent” in your bylaws, let alone in South Carolina law.

No. None. Approving the minutes has nothing to do with approving the actions taken during a meeting. The approval of the actions has already occurred. The purpose of approving the minutes is to ensure that they are an accurate record of what happened at the meeting. The chairman should never take a final vote on approving the minutes. Not approving the minutes simply isn’t an option. If a member believes there is an error in the minutes, he should offer a correction. These are generally handled by unanimous consent, but a majority vote is sufficient if there is disagreement. After any corrections are handled, the minutes are declared approved. If the assembly is for some reason unable or unwilling to finish the process of correcting and approving the minutes at that time, the proper course of action would be to postpone the approval of the minutes. So this situation should have never occurred. Since the assembly has failed to approve the minutes, the result is that there is no official record of the meeting in question. This should be remedied as soon as possible by approving the minutes (after corrections, if necessary). If the assembly’s issue is not with the accuracy of the minutes but that it wishes to change some of the motions adopted at that meeting, the proper course of action is to approve the minutes and then use motions to Rescind or Amend Something Previously Adopted in regards to the motions in question.

What is there to think about? As Mr. Lages stated, the assembly itself, at the special meeting, will determine whether the vote shall be by ballot. Therefore, the language in the call stating that the vote shall be by ballot should be removed. I also concur with Mr. Lages that it is not desirable to reiterate items in the call which are already defined in RONR or the organization’s rules, but at least this is not as bad as putting things in the call which are (or at least may be) incorrect.

No, but such a motion could be made at the October meeting. (Alternately, members may simply vote against the amendment.) The motion is not pending at the September meeting, therefore, it is not in order to postpone it indefinitely (or do anything else with it) at that time. The announcement at the September meeting simply gives members notice that the motion will be acted on at the October meeting.

My view of it, based on the facts presented, is that the first presentation to the membership is simply to serve as notice. As a result, it cannot be “killed” at that time, since it is not before the assembly at that time.

It is difficult to say without knowing exactly what the bylaws say on this subject, but that seems like a definite possibility (although it may be that the “specific meeting” for the committee to report at must be the June meeting). Yes, that’s a very good question. I am not clear on whether the purpose of the improper motion was to perform the review and amendment at a different time, or not to perform it at all for the current year, or something else I haven’t thought of.

As a parliamentary and practical matter, I would say that only those who voted in favor of the motion, and possibly also those who abstained, are responsible. I would not say that those who voted against the motion are responsible. After all, those who voted against the motion did not decide to spend the funds - they explicitly voted not to do so. To suggest that anyone who is present is responsible in such circumstances would seem to lead to absurd results, as it would require persons who do not support the motion to run out of the room in order to avoid being deemed “responsible.” I would also say that persons who assisted in actually carrying out the motion (such as hiring and paying the contractor) are clearly responsible, regardless of how those persons voted on the motion or whether they were present at the time. ”Liability” is a legal term, however, so questions regarding which persons are liable is a question for an attorney.

As I understand the facts, no ruling was made and no reasoning was given. If this is correct, there is nothing to put in the minutes. It depends on what was actually said. I don’t think that an Appeal is in order if a member agrees with the ruling, but not the reasoning. The vote on the Appeal is whether the chair’s ruling is sustained.

I have no disagreement that, at a minimum, a group of members may meet informally and start reviewing the bylaws for necessary amendments. Beyond that, I don’t really know what can and cannot be done without knowing the exact wording of the bylaws on these subjects.

No, there doesn’t. ”Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described on page 17, lines 22–25.” (RONR, 11th ed., pg. 263) You say that your bylaws “state we are to review and make changes to our bylaws annually in June.” If this is the case, this process must be followed unless and until the bylaws are amended to change it, and they may only be amended by following the process as it exists in your current bylaws. I cannot say for certain since I have not seen the exact wording of this rule, but it is very possible that there is no way “to start the review process now, and then approve the changes shortly thereafter without waiting for an annual meeting.” If your bylaws say that they are amended at the annual meeting, then that’s what you have to do.

In addition to Zev’s citation, see this: “ABSTAINING FROM VOTING ON A QUESTION OF DIRECT PERSONAL INTEREST. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances.” (RONR, 11th ed., pg. 407) So RONR makes it clear that a member cannot even be prevented from voting on the basis of a personal or pecuniary interest, let alone kicked out of the room.

I would suggest that the fact that the member shares “no identifying information of the people involved, or the location, or the society’s name,” makes this a bit of a grey area, which I suppose will be resolved in the trial.

If the rules in RONR are controlling, this is skipping a few steps. Under the formal disciplinary procedures in RONR, an individual member would need to make a motion for an investigative committee (leaving out specifics as much as possible). The club would determine whether there is merit in even appointing an investigative committee. Assuming the club finds that there is, the investigative committee, upon the conclusion of its investigation, would make a recommendation to the club on whether to prefer charges, and if so, regarding the scheduling of a trial. The club would ultimately determine whether to prefer charges and when to schedule the trial. At the trial itself, the club would then find whether the member is to be found guilty of the charges and, if so, what penalty (if any) should be applied. See RONR, 11th ed., pgs. 654-669 for more information. Depending on the specifics, however, formal disciplinary procedures, including the step of preferring charges, may not be required. What is the exact wording of the term of office for board members in your bylaws? Lastly, if your bylaws have their own rules for discipline, those rules must be followed, and those rules should specify who determines if the charges have merit.

I presume, however, that the OP is suggesting that the Manager was not authorized to take these particular actions, not that she isn’t authorized to do anything. Assuming the manager is not authorized to take these actions, then I suppose the board will have to resolve this issue, presumably by ratifying the Manager’s actions in this matter (if the board agrees with the manager’s actions), disciplining the manager (if the board does not agree with the manager’s actions), or both (if the board agrees with the manager’s actions, but nonetheless wishes to discipline the manager for exceeding her authority).

Yes, that changes things quite a bit. Thank you for the clarification. If the error was indeed simply a clerical error and the error did not occur until the preparation of the copies of the new bylaws, then the copies are in error and should be corrected. What was adopted at the meeting is the actual language of the bylaws.

Well, let me clarify. The information itself, to the extent that does not relate to executive session, could be disclosed. If, during an executive session, a member shared a personal detail, and an exchange of indecorous comments followed, the member is by no means prohibited from disclosing that same personal detail to other persons. It is a detail concerning the member, and the detail existed long before the executive session occurred. The member is, however, prohibited from disclosing the fact that she shared this detail in executive session, or the exchange that followed, because those things happened solely within executive session. Similarly, if there was a discussion regarding the proper use of a Point of Order, members are not prohibited from discussing the proper use of a Point of Order. They are, however, prohibited from noting that such a discussion occurred in executive session, or noting the specifics of that discussion. Alternately, as I believe J.J. once put it, suppose that Mr. A said the sky was blue in executive session. This obviously does not mean that the color of the sky is now a secret. The fact that Mr. A said this at the meeting in question, however, is a secret. This seems to at least address part of the concerns. The other concern appears to be that, if a board member takes an action during an executive session which should perhaps be subject to discipline, how can that member be disciplined if the action cannot be discussed? I would note that the board is a subordinate body, so the membership could order the board to lift secrecy regarding the meeting in question, at least for the prof sharing the information with the membership. It would be advisable for the membership itself to enter executive session before doing so, so that the information at least stays within the society. I believe the OP is referring to the fact that her organization is subject to laws which limit the topics which may be discussed in executive session.

The presenter is free to ask. The assembly will decide whether to grant the request. I think it might require a 2/3 vote, since it is essentially a suspension of the rules. Certainly it is not in order to prevent the President from speaking in debate at all, but I would think the rules could be suspended so that other members of the board have preference in recognition. The request seems to be that the other members speak first, not that the President is prevented from speaking at all. You disagree that the board could adopt this rule? I would also argue it is a standing rule. It’s a standing rule, and in my view, it violates no rule in RONR. While the rules prevent depriving an individual member of the basic rights of membership (except by a provision in the bylaws or disciplinary proceedings), emailing other members is not a right of membership. The board could not, for instance, adopt a rule limiting your right (and only your right) to speak in debate in a meeting, but I don’t think any rule in RONR prevents the adoption of this email rule.

No. Still no. Yes. So far as RONR is concerned, if it happened in executive session, it needs to be kept secret, unless the body votes to lift secrecy. There are no exceptions. Yes, this is correct. I don’t know. This is a legal question.

The term “expulsion” refers to removal from the society. This does not need to be specifically listed in the bylaws in order to be an option. In an HOA, however, I imagine this is not generally an option, since membership in the HOA is based upon ownership of property as opposed to joining a voluntary society. Therefore, I imagine any “expulsion” from an HOA would be a legal process rather than a parliamentary one. Removal from the board is not expulsion. In any event, however, if the bylaws provide the procedure for removing a person from the board, then that is the procedure which must be followed. Well, depending on the type of organization it is. We do not know whether Guest LRB’s organization is the type of organization to which such laws apply. Generally, they tend to apply to public bodies and HOAs (or similar organizations). No. RONR does not override the bylaws (and RONR doesn’t authorize a subordinate board to remove its own members anyway). Correct.

Yes.

My interpretation of it is that the term “Past President” refers to the immediate Past President and that the phrase “one additional year” refers to one year past the person’s service as President, rather than it referring to an elected position with a three year term which is filled, by an unspecified body, from among the persons who have served as President at any time in the past. I agree, however, that the wording of this provision is somewhat unusual and that there is ambiguity in this matter, which is ultimately up to the society to resolve. I would suggest the society ultimately resolve these issues by striking all of the language concerning the Past President.