Josh Martin

After an amendment is voted on, the main motion is once again the pending question, at which time more amendments may be offered. Only a single vote is taken on the main question, however, after all debate and amendments are completed. If the assembly considers the document by section, there is still a single vote on the main question after debate and amendments are completed. Votes are not taken on individual sections.

In the long run, the bylaws should be amended to clarify this issue, but in the interim, the bylaws may be interpreted by the membership (or by the board, in between meetings of the membership). Until the bylaws are amended, however, I personally think the committee chairman is unfortunately correct. Your rules provide that voting rights are granted to persons who were committee members prior to the time that the call was sent. I do not think the rule which provides that the Board or CCRC may give directives to committees is sufficient to authorize these groups to suspend the bylaws. I certainly do not think that the language in question is sufficient to “suspend or dissolve” the committee.

Based on these additional facts, I stand by my previous response. I do not think the words “discuss the possibility,” in and of themselves, suggest in any way that the assembly is precluded from considering and voting on a main motion on the subject “of purchasing a new riding lawn mower for the campground.” I think most reasonable persons will understand that this is in order, and therefore, the notice fairly informs members of the business to be considered. The language in the bylaws is substantially similar to that in RONR, and provides only that “no business shall be transacted expect as shall have been included in the notice of call,” and therefore does not change my previous response. The business of “purchasing a new riding lawn mower for the campground” is included in the call.

Certainly these persons may be elected to become officers through the procedures in your organization’s rules at the time of regular elections, or through the procedures used to fill a vacancy if the offices may become vacant. They would not be “temporary,” although they certainly could resign when other persons are found to serve, if they wish to do so. If you mean something else by this question, or if there is something else I should be aware of, please clarify. Well, first, try and find people who are willing to serve so that does not happen. As to what happens in the event the society fails to elect officers, please provide the language in your bylaws concerning the term of office, as well as any language relating to filling vacancies.

I concur with Mr. Brown that a decision about whether a given call is valid will ultimately require a review of the exact wording used in the call, as well as the exact wording of what the bylaws say on this subject. Generally speaking, however, my opinion is that a call which provides for discussion of a particular matter does not preclude making a motion or taking a vote regarding that matter, at least so far as RONR is concerned. “A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance.” (RONR, 11th ed., pg. 91) In my view, the fact that the call refers to the purchase of a lawn mower satisfies the requirement that the call must specifically describe the subject matter of the motions or items of business to be brought up. Nothing in RONR suggests that the call must include all of the steps involved in the assembly’s consideration of the motion (such as making a motion, debate, and voting), or that which steps are in order may be limited by including such language in the call. RONR also notes that the exact content of the motion is not required. “The requirement that business transacted at a special meeting be specified in the call should not be confused with a requirement that previous notice of a motion be given. Although the call of a special meeting must state the purpose of the meeting, it need not give the exact content of individual motions that will be considered.” (RONR, 11th ed., pg. 93) So generally, I would say that a call such as the one you describe is sufficient for the assembly to make a motion, discuss, and vote on the purchase of a lawnmower - and, if necessary to consider other motions related to that purpose or to the call of the meeting. “The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. 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)

Members have no rights to inspect the documents you describe, let alone to take them home. The society may adopt a motion permitting the member to inspect the documents if it wishes. If the society wishes to grant such permission, it would likely be prudent to place some limitations upon this in order to protect the society’s records, such as by requiring the member to inspect the documents at the society’s offices and in the Treasurer’s presence, rather than taking them home. I don’t think this is analogous to board minutes. I think a majority vote would be sufficient.

Reconsider can only be made by a member who voted on the prevailing side, so this will only work if one of the board members who voted in favor of the motion was re-elected and has had a sudden change of heart.

While I agree that the board obviously cannot simply cancel the rescheduled meeting, in the sense that the annual meeting would not be held at all, I see no reason why the board cannot reschedule the rescheduled meeting. I understand that many threads discuss how a meeting cannot be canceled or rescheduled, but this is usually in the context of a meeting which is held on a fixed date specified in the organization’s rules (or if the meeting is scheduled by resolution, the cancellation is decided upon by a single person). If meetings are scheduled by resolution, it seems to me that the meeting may be rescheduled by amending that resolution. The one caveat to this is that if the bylaws require a certain amount of notice for such meetings, and it is too late to send a revised notice within this timeline, then I am inclined to agree the meeting could not be rescheduled at that time. We are told that, at this time, “the third annual meeting date has not been scheduled,” so there is no doubt that the board is not in compliance with the rule at this time, but what exactly happened previously is somewhat unclear. As far as the members holding the meeting on their own, in addition to my previous response, I would note that it would often be difficult as a practical matter to hold such a meeting despite the opposition of the society’s board and officers (even although there is no parliamentary reason this cannot be done). In a given society, the “rank and file” members of the society may not even have access to contact information for the membership, which would make it difficult to inform other members that the meeting will proceed. This would make it difficult to obtain a quorum and, even if a quorum could be obtained, may lead to conflict over whether it is fair to proceed with the organization’s business at a meeting which many members of the organization reasonably believed to have been canceled. Additionally, the society’s members will not have access to the society’s funds. In larger societies, this may pose considerable challenges to obtaining meeting space.

The bylaws do not, however, establish an entirely fixed date, as they provide that the meeting “shall be held on the fourth Monday of March of each year or at such time reasonably thereafter as may be adopted by resolution of the Board of Directors.” It is not yet clear whether or not this occurred, but it may be that the board adopted such a resolution. If such a resolution was adopted, it would seem to me that the meeting was no longer scheduled for the fourth Monday of March. It is also probably correct, however, that the members were simply unaware of its options in this regard. When members of most societies are informed by the society’s officers that a meeting has been canceled, they usually assume this is correct, whether or not this was actually done properly.

Well, the OP’s original question was whether a single board member (not the entire board) could overturn a decision of the entire membership, and while anything is possible, it seems somewhat unlikely that the OP’s bylaws or applicable law authorize such an action.

You should first check your bylaws to see if they have defined a quorum (hopefully they have). Otherwise, a quorum is a majority of the members, which is 96 members in a club with 190 members. In either case, changing the quorum would require amending the bylaws, which is probably up to the membership, not the board (and would require that the current quorum requirement is met).

The words “consensus” or “modified consensus” are not, in and of themselves, a parliamentary authority. A parliamentary authority is a manual on the common parliamentary law. As to what “consensus” is generally, RONR describes consensus as a requirement for unanimous agreement, and condemns such a method of governance in harsh terms. (RONR, 11th ed., pg. l) I don’t know what “modified consensus” is. Nonetheless, your organization is required to follow its rules unless and until those rules are amended, no matter how ill-advised those rules may be. Well, I think you could argue that the final paragraph, which describes modified procedures for motions which must be decided upon the spot due to timing issues, applies in such cases. Those rules appear to permit decisions by majority vote (otherwise there would be no need for a “tie-breaking” vote) and for some or all of those votes to come from members who are not present. But only if it needs to be decided on the spot. I don’t know who decides if it needs to be decided on the spot, though. I don’t know what’s wrong with a majority vote, but this is still an improvement over what you have now.

It is too late for a motion to Reconsider. The proper motion would be a motion to Amend Something Previously Adopted. A member may move “To amend the motion adopted last month regarding the district map, renumbering the zones as follows...” If adopted, the motion is thus amended. This requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

The fourth Monday of March has already happened, however, so this is no longer an option.

It is correct that, if the constitution is silent regarding its own amendment (which I would double-check on), the rule in RONR is that it requires previous notice and a 2/3 vote, or a vote of a majority of the entire membership. It is, however, too late to raise a Point of Order regarding this issue at this time. Generally, a Point of Order must be raised at the time of the breach, and none of the exceptions appear to apply here (at least based on the facts provided). I would suggest, however, that it may benefit the harmony of the department to attempt to find some sort of compromise, due not only to the chair’s error but also because the vote in question was so close.

No, it is not a proxy vote. It is, however, a form of absentee ballot, which is also prohibited by RONR (and apparently by your bylaws). A proxy vote is a method in which a person gives their “proxy” to another person, who then attends the meeting and votes on their behalf.

No. There is no standard parliamentary definition. In my experience, is generally used when members of a society (or board) are classified into divisions on some basis (which may or may not be geographical) and, in addition, there are members of the society (or board) who do not belong in these divisions, or who can belong to any division. A society might prescribe, for instance, that there are eleven members of its board - three elected from each of eight geographical divisions, and three who can be from any division, who are the members “at large.” In organizations which do not have such divisions for its board members, I sometimes see it used to refer to board members who do not hold a defined officer position (President, Vice President, etc.). No, this is definitely one possible meaning (albeit not the only meaning).

“Request for Any Other Privilege” requires a majority vote for adoption and uses as an example “a request to address remarks or make a presentation while no motion is pending” (RONR, 11th ed., pg. 399) I see no reason why this could not be used for a nonmember, although in such a case a member would need to make the request on the nonmember’s behalf. For a presentation which is known of in advance, it might be accomplished by a main motion. “I move that Mr. X be invited to address the assembly at our next regular meeting at 6:00 PM to speak on the subject of...” It could also be handled by including a presentation on an agenda which is adopted by the assembly.

In addition to the above, I would suggest that members could offer additional suggestions to fill the blank.

Your bylaws clearly state that the board shall elect a person to serve until the annual meeting, at which time an election shall be held for the remainder of the term. I see no ambiguity on this point. The same person could very well be elected both times, but that is ultimately a decision for the assembly at the annual meeting to make. The only ambiguity lies in the fact that the rule refers to “voting delegates,” and apparently the bylaws (or a superior document?) were amended some time ago so that these delegates no longer exist, however, the bylaws still refer to them in several places. I would suggest the most reasonable interpretation is that whatever body now meets at the annual meeting would perform these functions. In the long run, the bylaws should be amended to clarify these issues. The one caveat I would add is that this is ultimately, of course, a matter of interpreting the organization’s bylaws (and possibly other rules), which is ultimately up to the society. Could you clarify how exactly it is that this came to pass? Did your organization amend the section of the bylaws which defines the convention of delegates (changing it to a simple meeting of the membership, for instance) but neglect to amend the other portions of the bylaws referring to the delegates? Or was some even higher level document (a constitution, articles of incorporation) amended and the bylaws were not updated?

Yes, it may well be that it is functionally equivalent to elect a VP twice, but why make things more complicated than they need to be? Your original statement was that “Well, that vacancy should have been filled when it occurred, but if it wasn't, the proper move is still to fill the VP vacancy, the person you fill it with becomes President, then you fill the VP vacancy again.“ I am not aware of anything in RONR which supports this position. RONR provides that “In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president.” (RONR, 11th ed., pg. 458) I suppose you are taking a very strict reading of this, and your interpretation is that this rule is applicable even if the Vice Presidency is vacant, and therefore the assembly must elect a Vice President, who then becomes President, and then the assembly elects a Vice President again. I do not think this interpretation is supported by the text. It seems to me that the rule in question is obviously inapplicable if the office of Vice President is vacant, and in such a case, the usual rules for filling vacancies apply. I suppose the organization could fill the vacancy in the office of Vice President, with the understanding that this person will become President, but it also seems to me that the organization can and should simply directly fill the vacancy in the office of President.

There is no “scope” for a motion which doesn’t amend or rescind anything, because it has no meaningful application in such cases. Scope is determined by comparing the current motion or document to the amendment, which cannot be done if there is no current motion or document. Scope does apply for the resolutions which amend or rescind previously adopted resolutions or rules.

I would add that that the board also has the authority to fill vacancies if it has “full power and authority” to act between meetings of the membership. Unless the bylaws grant the board the authority to fill vacancies, or grant it “full power and authority” to act for the society between meetings of the membership, the membership would fill the vacancies. Additionally, notice must be provided of the election to fill the vacancies. I think they could both be filled “at once” (that is, in a single motion) if no member objected, but if a member objected, they would both be filled separately. It would seem logical, however, to elect the President first, then the Vice President. I agree there is no need to elect a VP twice.

This is ultimately a question of interpreting your own bylaws, but that would seem to be the case. Well, the word currently is used because all that matters in RONR is whether a member is currently in good standing, and a member is currently in good standing if his rights are not currently under disciplinary suspension. Generally, whether a member was not in good standing at some time in the past is irrelevant. Your bylaws, however, apparently do care about the member’s previous good standing status, since you say that, to be eligible to serve in certain offices, a member must have “specific lengths of time (years) of consecutive good standing.”

What RONR says on this subject is “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.” (RONR, 11th ed., pg. 448) The text provides no further guidance on how to calculate whether an officer has served “more than half a term.” So if a situation does indeed arise where a society has four year terms, an officer begins his term on a certain date, he leaves the office on the exact same date two years later, and a new person takes office on the same day, the society will have to interpret for itself such fine details as whether the fact that one of these years contained a leap year, or the exact time of the day at which the time of service for these persons began and ended, makes a difference in determining whether one of these officers has served “more than half a term.” Out of curiosity, is this a real issue or a purely hypothetical situation?