Josh Martin

I did mean to say “by their rules.”

The meeting is for the POA. The board lacks the power to take the actions in question, unless such power is granted to the board by our their rules or applicable law. EDIT: Pronoun fix.

Not really, since if the society has its own rules on removal (which it does), FAQ #20 just says to follow those rules. It is up to your organization to interpret its own bylaws, and questions about applicable law should be directed to a lawyer. It may be that these rules permit multiple directors (even all of them) to be removed by a single “special resolution,” or it may be that a separate special resolution is required for each director. I have no idea - this forum is for answering questions about RONR, not the BC Society Act or your society’s constitution.

Apparently, the bylaws state that only “active members,” whatever that means, are able to vote. So while it may well be that members may vote whether or not they are collegiate members, they must at least be “active” members. It is, however, entirely possible to have members who are able to vote yet do not count toward the quorum. RONR provides, for instance, that if the President is an ex officio member of all committees, or if an ex officio member is not under the control of the society, those persons have the right to vote, but do not count toward the quorum. So the fact that certain members do not count toward the quorum, in and of itself, does not necessarily mean that those members may not vote. Additionally, so far as RONR is concerned, all members have the right to vote.

Yes, the reference to a “delegate” was why I suspected it might be a convention.

I would first check whether your bylaws say anything on this matter. It is quite common for the bylaws to provide that the election of officers shall be by ballot vote. If this is the case, a ballot vote is required whether or not a delegate requests it. Since this appears to be a convention, it may be prudent to check the convention standing rules as well. If your rules are silent on this subject, I concur with Dr. Stackpole, although I would note that RONR still recommends a ballot vote for the election of officers (unless a candidate is running unopposed).

We don’t yet know whether the committee is authorized to meet via Skype. If it is, yes, the normal rule of majority vote would apply. If the committee is not authorized to meet in this manner, then a video conference via Skype is not a meeting of the committee, and therefore, the report could only include what has been agreed to by every one of the committee’s members.

Since this is a committee, a lower-level rule may be sufficient, depending on how the committee was established. “As in the case of a board or any assembly, committees that are expressly established by the bylaws can hold a valid electronic meeting only if authorized in the bylaws to do so. A committee that is not expressly established by the bylaws, however, may instead be authorized by a standing rule of the parent body or organization, or by the motion establishing the particular committee, to hold electronic meetings.” (RONR, 11th ed., pg. 98)

I don’t think this is a conflict, and I don’t think POI #2 is most relevant here. There is nothing meaningless or absurd about a position which can only be voted on by certain classes of members. Additionally, the fact that “under Robert’s Rules, there is only one kind of member and that member has but one vote” is irrelevant, because your bylaws take precedence over RONR. I would also note that no one votes twice on a particular issue under the provision you describe. Some members vote once on one issue and once on another, while other members may vote on only one of the issues. I think the most applicable Principle of Interpretation is POI #3, which states that “A general statement or rule is always of less authority than a specific statement or rule and yields to it.” That is, the general rule (in your bylaws and RONR) is that all members may vote. The specific rule is that only retired members may vote on one of the board positions. So all members can vote on any issue, except for this board position, which only retired members may vote for. I can see reasonable disagreements on whether this is a good rule, and you are free to seek to amend the bylaws to change this rule. It will ultimately, of course, be up to the organization to interpret its own bylaws (see below), but I do not see a conflict. For starters, what do you think the provision means? You have stated (or at least implied) that you do not think the interpretation that the retired members may vote on this position and other positions, while other members may vote only on the other positions, is reasonable. You have not stated, however, what you think the correct interpretation is. Do you think that it means that the retired members may vote only on the position for retired members? Or do you think it means that all members may vote on all positions? If the former, you would raise a Point of Order when a retired member attempts to vote, or when a retired member’s vote is counted, in the election for the other board members. The chair would ask you to state your point. You would explain that you believe this is in violation of the bylaws, and why you think this is the case. The chair would rule your point well taken, meaning he agrees with you, or not well taken, meaning he disagrees. If the chair does not rule in your favor and you wish to pursue the matter further, you may Appeal from the decision of the chair. If this receives a second, the question will be placed in the hands of the assembly. A majority vote is required to overturn the chair’s ruling. In the latter case, the procedure would be much the same, except you would raise the Point of Order when a non-retired member attempts to vote for the retired board member position and is prevented from doing so, or when such a member’s vote for that position is not counted. In either case, you must wait until the election. A Point of Order is raised to draw attention to a perceived violation of the rules. Until the voting in the election occurs, no violation regarding the rules pertaining to the voting in the election could possibly occur. The other option would be to try to amend the bylaws. The timing for that would depend on the rules in your bylaws concerning their amendment.

This is correct, although it is possible that the organization has amended the standing rules in the past ten years, even although this was not explicitly stated. Officer positions and the composition of the board may only be defined in the bylaws, so what the standing rules say on those subject is irrelevant. Standing committees are a bit more complicated. If the bylaws define certain standing committees and do not authorize the creation of other standing committees, no others may be added, except by amending the bylaws. So it may well be that what the standing rules say on this subject is also irrelevant. If the bylaws are silent on standing committees, however, standing committees may indeed be established by standing rule, and such rules remain in force until they are rescinded. The fact that the organization has erroneously failed to appoint members to those committees for several years does not mean the committees cease to exist. So what do your bylaws say on the matter of officers, the members of the board, and standing committees? For starters, it must be understood that the bylaws take precedence over both. The membership of the board may only be defined in the bylaws. If certain standing committees are specified in the bylaws, additional standing committees may not be created unless the bylaws authorize this (or by amending the bylaws). If the bylaws are silent on this subject, standing committees may be established by standing rule. A new standing committee may be created by adopting a new standing rule. What about your bylaws? The membership of the board may only be defined in the bylaws, not the standing rules. The board may not have the authority to amend the bylaws.

This changes nothing. The fact that the Chairman has the authority to call special meetings does not also grant him the authority to cancel regular meetings. The Executive Committee certainly may reschedule meetings (as it has apparently done on several occasions), but the Chairman may not.

Yes, of course it was a valid nomination and the candidate must be allowed to run, because this nomination was actually delivered to the right person and address. It is understandable that a different person was provided for while the position of Recording Secretary was vacant, but the position is no longer vacant, and your bylaws provide that the nominations are to be sent to the Recording Secretary. As a result, any nominations received by the Recording Secretary are valid. The bylaws take precedence over the language in the notice. In fact, I think that the person who has received the other nominations should immediately send the nominations they have received to the Recording Secretary, so that there is no question that the bylaws have been followed with respect to those nominations.

A notice must be sent to the members of the Executive Committee for each meeting, as provided by your bylaws, which state that “Notice of all meetings of the Executive Committee shall be given in writing with at least five (5) business days notice.“ No. Your bylaws provide that "The Executive Committee shall set its meeting schedule." The Chairman does not have the authority to modify that schedule. The Executive Committee may modify the schedule at a previous meeting, or it may set an adjourned meeting at the meeting itself. The latter option is in order even in the absence of a quorum. No. Notice must be sent for all meetings of the Executive Committee, since that is what your bylaws provide. If your organization wishes to no longer send notices for all meetings of the Executive Committee, it will be necessary to amend the bylaws to remove the rule in question.

As a general rule, an adopted resolution may be rescinded at the next meeting. Since you say that it was “acted upon immediately,” however, I should add that a motion may not be rescinded “When something has been done, as a result of the vote on the main motion, that is impossible to undo. (The unexecuted part of an order, however, can be rescinded or amended.)” (RONR, 11th ed., pg. 308) The commission might also have its own rules on this subject.

Resignation is a voluntary act. The member can be asked to resign, but the member is free to refuse. If the assembly wishes to remove the member, check first to see if your bylaws say anything on that subject. If not, see Section 63 of RONR. Whether the member’s behavior warrants discipline is up to the assembly to determine. Your original question asked about reprimanding the member. A reprimand (or censure, motion of no confidence, etc.) is simply a formal expression of disapproval and would not have the effect of removing the member.

Certainly no rule in RONR would prevent bringing this matter up at this time. I don’t think this changes anything. Laying the item on the table was most likely improper. Nonetheless, the item was laid on the table and has long since “died,” and so the proper course of action at this time would be to simply raise the matter again. There is also the small detail that, except in committees and small boards, the assembly should not be discussing matters without a pending motion, but it seems the assembly may have its own rules on this subject.

For starters, the motion to Lay on the Table was probably misused. See FAQ #12 and FAQ #13 for more information. In any event, the motion expired years ago. A motion which is laid on the table “dies” if it is not taken from the table by the end of the next regular meeting (if it is within a quarterly interval), or by the end of the current meeting (if the next regular meeting is not within a quarterly interval). At this point, the proper way to bring it up is simply to make the motion again.

Adopt a motion to that effect. If all that is desired is to reprimand the member, I don’t think that formal disciplinary procedures are necessary.

If you are suggesting that your bylaws require 30 days of notice for bylaw amendments, and less than 30 days of notice were provided, the answer is no.

Thank you. Based on these additional facts, I do not think a motion to remove these items from future agendas is necessary.

Was this requirement adopted as an amendment to the bylaws? If not, it is not valid. If this requirement was properly adopted as an amendment to the bylaws, then only candidates who meet the requirement may be elected. If the requirement was not adopted as an amendment to the bylaws, it is not valid, and the society may elect whoever it wishes.

Could you provide some specific examples of what you mean by this?

What exactly does this mean? Assuming the language in question was properly adopted as an amendment to the bylaws (which appears to be in question), this appears to be correct, since we are told that the language provides that “one Board seat shall be for a retired member, and shall be elected by retired members.” I am not entirely certain what is meant by this. If you mean that retired members could vote twice on a particular board position, I do not think that is correct. RONR clearly provides that one member has only one vote on any given question. If you mean, however, that the retired members are permitted to vote on the seat elected solely by retired members, and are also permitted to vote on any seat(s) elected by regular members, then that appears to be correct. What provisions, exactly, do you think are in conflict? I would also note that questions of bylaw interpretation are ultimately for the society to decide, and will require reviewing the bylaws in their entirety. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

Thank you. A committee certainly cannot grant its subcommittee authority that the committee itself does not possess. Unfortunately, I don’t think there is anything explicitly stating as much, since the idea is so patently absurd. I think the burden is on the Finance Committee to find a rule which allows it do this.

Could you clarify what exactly is the situation here? Who decided that this subcommittee “is responsible for disbursing funds from our Victory Fund to candidates and other causes until the end of the 2018 election”?