Josh Martin

A substitute is a form of the motion to Amend - specifically, one which seeks to replace an entire paragraph, section, article, or the entire motion with new language. Such a motion takes precedence over the main motion. The motion to substitute is considered first. After the motion to substitute is considered, the main motion (either as originally made or as now amended, depending on whether the substitute is adopted) is then considered. A subsidiary motion is a broader category of motions, which includes, but is not limited to, a motion to substitute. A subsidiary motion is one which assists the assembly in handling a main motion (and sometimes other motions). This category includes the motion to Amend (which a motion to substitute is a form of), but it includes other motions as well. A motion to postpone, for instance, is a subsidiary motion. As to this particular substitute, I concur with Mr. Huynh that it would generally not be in order. An amendment which would have the same effect as simply defeating the main motion is not in order. I am aware, however, that a motion to deny often is required in some government bodies (such as zoning boards).

Why do you ask? The fact that the minutes are or are not published is of no consequence so far as the rules in RONR are concerned. I will say that, generally speaking, to “publish” would refer to making a document available to the public at large. The minutes must be made available to the members of the assembly, but they need not be made available to the public at large unless required to do so by the society’s rules or applicable law. Even if the assembly is required to (or chooses to) make its minutes available to the public, this has absolutely no effect on the rules pertaining to the minutes. Especially since there are no longer any such rules. RONR no longer uses the term “published minutes,” no doubt to avoid the confusion caused by that phrase. “Sometimes a society wishes to have a full record of its proceedings made available to the public, and when such a record of the proceedings is to be published (in which case it is often called "proceedings," "transactions," or the like), it frequently contains, in addition to the information described above for inclusion in the minutes, a list of the speakers on each side of every question, with an abstract or the text of each address... Any such record or transcript of the proceedings prepared for publication, however, does not take the place of the minutes, and it is the minutes which comprise the official record of the assembly's proceedings.” (RONR, 11th ed., pgs. 475-476)

Based upon these additional facts, it seems abundantly clear that no special meeting may be called, unless (at a minimum) at least one of the four other “Senior Members” may be persuaded to call a special meeting. I would suggest one of the following courses of action: Somehow persuade one of the four other senior members (the Secretary would be ideal) to support the call for a special meeting. Dissolve the society and form a new one. Have the parent society amend their bylaws to provide a new mechanism for calling special meetings of its subordinate units (perhaps allow for four members to call a meeting and provide that any member may send the call). Since this does not seem to be a regular occurrence, the bylaws could even be amended after this situation is over to remove this provision. The bylaws provide that “If the Board of the Directors fails to call a regular Club Membership Meeting by June 30, a default meeting will be held on June 30.” Since a regular meeting was held, the default meeting provision does not apply. So I suppose if nothing else, there will be a default meeting on June 30 of 2019, although such a long wait seems undesirable. I am also not certain that “the board” is really doing anything to prevent meetings from happening. The bylaws provide that a meeting shall be called upon request of five senior members, but only four senior members support calling a meeting. We have been told that they did not because “the board” somehow (almost certainly improperly) prevented elections from happening. The details have not been provided, but I’m not sure the details would help with the society’s current problem.

It’s not clear to me that there are five members who want a meeting, There are apparently 11 more non-voting members, but it is not clear whether they are considered “members” for the purposes of this rule. Regardless of whether someone is going to sue, I would think that violating the bylaws should be the last resort. What exactly do your bylaws say about calling meetings?

Perhaps, but it will be necessary to review the parent organization’s bylaws to determine if it does, in fact, have such powers in this particular case. You keep saying this, but in previous posts you stated that the terms of the current officers do not, in fact, expire until the end of this month. Which is it? It makes a difference. If they are still in office, they could perhaps be prevailed upon (through, for instance, legal threats or political pressure) to call a meeting. If they are no longer in office , however, they couldn’t call a meeting even if they wanted to. Well, I do not know exactly what the organization’s bylaws say on this subject, but RONR provides that business may only be conducted at a regular or properly called meeting. So if, under the organization’s rules, a meeting can only be properly called by the Secretary, conducting business at a meeting called by someone else would indeed be a continuing breach.

A few ideas: Get a lawyer. Get officers from the parent organization to put pressure on the current officers. Tell the officers that you have changed your mind and, in fact, you are willing to dissolve. Perhaps they will call a meeting for that purpose. Proceed to vote to dissolve. Then form a new organization with remarkably similar bylaws to the last one, but don’t invite the former officers to the organizational meeting. Another solution which occurs to me is that since the parent organization’s bylaws take precedence, they could amend their own bylaws. Perhaps they could amend their bylaws to state that “In addition to the methods provided in the chapter’s bylaws, a special meeting of the chapter may be called by X members of the chapter, and any member of the chapter may send such notice.” Special meetings may only be called through the procedures in your bylaws. As I understand the facts, the bylaws provide that special meetings may only be called by the Secretary. So no, I don’t think this would work - at least, not currently (but see above for an idea). Well, if they are willing to do so, they should make sure to call a special meeting first. The entire problem is that the organization will soon not have a Secretary, and that only the Secretary can call meetings. Accelerating the process of having no Secretary wouldn’t help.

Do you not have a Secretary? This is the first we’ve heard of this. You had previously stated that “The entire board of directors is exiting at the end of the month.“ It’s not the end of the month yet. In any event, if the bylaws say that the Secretary calls special meetings, then only the Secretary may call special meetings. Has the next regular meeting of the society been scheduled? If not, how are those scheduled?

Your bylaws should also specify how such meetings are called.

Yes, there certainly could be, but this is not properly understood as a quorum requirement.

A quorum requirement has no meaningful application in a vote by mail or email, since a quorum requirement refers to the minimum number of members that must be present.

Well, this would actually need to be a special rule of order, not a standing rule. (Unless you mean a convention standing rule, but those only apply for the duration of the current convention, so any such rules adopted 500 years ago have long since expired.)

Even if your rules are silent on the matter of setting the agenda, applicable law clearly is not, since you say that “Here in California, we are bound by the Ralph M. Brown Act regarding public noticing. We must set an agenda, publicly post and distribute it for the public to be properly informed of pending discussions that may affect it. We cannot add agenda items on the fly, the agenda must be set, and can only be changed under specific (read: "emergency") circumstances.” If this information is in fact correct, none of what RONR says on the subject of setting an agenda will be useful to you at all, as the law takes precedence wherever it conflicts with RONR, and this appears to conflict with pretty much everything RONR says about setting the agenda. As for calling meetings, all that RONR says for calling meetings is that the bylaws should specify how they are called, so I sincerely hope it is not the case that your rules are entirely silent on that subject. Committees are an exception, but RONR views an Executive Committee as a type of board, not a committee. “EXECUTIVE COMMITTEE. In a society where the board is large or its members must travel from a distance to meet, it is usual for the bylaws to establish an executive committee composed of a specified number of board members, which shall have all or much of the power of the board between meetings (just as the board has all or much of the power of the society between the society's meetings), but which cannot alter any decision made by the board (just as the board cannot alter any decision made by the society). The executive committee is thus in reality a "board within a board" and operates under the rules in this book applicable to boards rather than those applicable to committees.” (RONR, 11th ed., pg. 485) “The term regular meeting (or stated meeting) refers to the periodic business meeting of a permanent society, local branch, or board, held at weekly, monthly, quarterly, or similar intervals, for which the day (as, "the first Tuesday of each month") should be prescribed by the bylaws and the hour and place should be fixed by a standing rule. If, instead, an organization follows the practice of scheduling the dates of its regular meetings by resolution, notice must be sent to all members in advance of each regular meeting, and the number of days' notice required should be prescribed by the bylaws (p. 576).” (RONR, 11th ed., pg. 89) “Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661). A section of the bylaws that authorizes the calling of special meetings should prescribe: 1) by whom such a meeting is to be called—which provision is usually in the form of a statement that the president (or, in large organizations, the president with the approval of the board) can call a special meeting, and that he shall call a special meeting at the written request of a specific number of members; and 2) the number of days' notice required. Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent.” (RONR, 11th ed., pg. 92) “When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization.” (RONR, 11th ed., pg. 16) What RONR says on agendas may be found in RONR, 11th ed., pgs. 371-375. I do not know that this will be of any help to you, however, since you appear to be interested in how an agenda is set in advance of a meeting, since you say this is required by applicable law. RONR has no guidance on this subject, since in RONR the agenda is set at the meeting itself. The OP has clarified in his subsequent posts that the “committee” in question is an Executive Committee, in which event the rule on pg. 499 is not applicable.

That is how I read it, but it is somewhat ambiguous. This sentence could be read as saying that the individual had 15 years of service, but that he did not meet attendance requirements for the last two years, and as a result the member only had 13 years of service that “count” toward the requirement (in the OP’s opinion). In this event, this is certainly a matter of interpretation. On the other hand, I can also see how this sentence can be read as saying that the member had only 13 years of service in total and that, in addition to this, he did not meet the attendance requirements for the last two years. I agree that there is no ambiguity that 13 is less than 15. If the member has 15 or more years of service but they are not all “active” years, that is one thing, but if the member has fewer than 15 years of service (active or otherwise), then I think there is no dispute that, based upon the facts provided, he is not eligible for honorary life membership.

It would be up to the membership to decide. See RONR, 11th ed., pgs. 265-266, pg. 644. Your bylaws should specify who may call special meetings. The regular chair would preside, although since it appears that part of what is desired is a motion to remove the regular chair from office, he should relinquish the chair during the consideration of that motion. If he fails to do so, the rules may be suspended to remove him from the chair. The motion may specify who shall serve as Chairman Pro Tempore. See RONR, 11th ed., pgs. 91-93, pg. 451, 651-653. Given the subject matter of the meeting, you should also see FAQ #20. If the “we” who is telling you this is anyone other than the chair, simply ignore them. If the chair attempts to tell you “what to discuss and what gets voted on,” and this is not backed up by any rules on this subject, you should raise a Point of Order and an Appeal if necessary. If the chair persists in abusing his powers, he could be removed for the duration of the meeting. Except to the extent that some of the board members may also serve as officers of the society, the board members have the same powers in membership meetings as other members do. See RONR, 11th ed., pgs. 3, 247-260, 483, 486-487, 651-653. As to the questions regarding proxies, see FAQ #10. I am not entirely certain what “made in this way” is referring to. What exactly was done improperly that you feel warrants the “changes, adoptions rules, etc.” being “questioned or challenged?” Generally speaking, the validity of motions may not be challenged after the fact due to a breach of the rules, however, there are some cases in which a violation is so severe that it constitutes a “continuing breach.” Even in such a case, however, the items would be presumed to be valid unless and until they are deemed to be null and void by a ruling of the chair or by any subsequent appeal, which may only occur at a meeting. It should also be noted, that if the items are indeed valid, “51%” is not the voting threshold to change them. The general requirement is a majority vote. A majority is more than half, which is not quite the same as 51%. Additionally, the motion to Rescind or to Amend Something Previously Adopted requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

I would first note that RONR views an Executive Committee as a board, not a committee, and Mr. Brown’s previous response applies solely to committees. How board meetings are called should be specified in the society’s rules. As for setting the agenda, Mr. Brown has provided the correct answer so far as RONR is concerned. If your society’s rules and applicable law have their own rules on this subject, however, you will have to consult those rules.

The organization may adopt the proposed rules if it wishes. Special rules of order require a 2/3 vote with previous notice or a vote of a majority of the entire membership without notice for adoption. Whether or not the proposed rules are adopted, the chair should strictly enforce the rules of decorum. See RONR, 11th ed., pgs. 391-394 for more information. Indeed, a review of the other rules of debate and recognition may also be desirable. See Sections 42 and 43 of RONR. Yes, but even if the members fail to add their items to the agenda, they could still make their motions during New Business, or if the agenda makes no provision for New Business, they may make their motions after all business on the agenda is completed. It appears that there is a desire to provide that the only items which may be considered are those which are included on the agenda.

So far as RONR is concerned, someone may be elected to office even if he is not a member of the society at all. So these non-voting members certainly may be elected, unless there is something in your rules providing otherwise. The rules cited do not appear to say anything on this subject.

The original poster has stated that the proposed amendment was not even germane to the bylaw amendment. If this is correct, then it certainly was not within the scope of notice, as germaneness is a much more forgiving standard than scope of notice.

I concur with Mr. Brown that if your bylaws say that board members shall serve for two-year terms, then this person shall serve for a two-year term, despite any erroneous statements made during the election. “X positions will be elected in even-numbered years and X positions will be elected in odd years.” You’ll also want to adopt a proviso to handle this transition. Obviously, for the first year this is done, you’ll need to elect all the board members, but some of them should be assigned either a one-year term or a three-year term, so the staggered elections will work properly in future years.

This thread has a more thorough discussion of this topic.

If a member verbally indicates his wish to resign to an officer outside of a meeting in the future, the officer should inform the member that in order to resign he must offer his resignation at the next meeting or submit it in writing to the Secretary. Action may then be taken by the society (or perhaps the board) to accept the resignation at a meeting. It also seems to me that any refund of dues would be up to the society (or perhaps the board) rather than individual officers, unless your rules provide otherwise. There appears to be some dispute over whether the member still wishes to resign. There is also the question of whether the President and Vice President has the authority to refund the dues. I am not so certain it is time to move on.

The member’s resignation was not valid to begin with, since a resignation is submitted orally during a meeting or in writing to the Secretary or appointing power. Additionally, it is the society (or the board, if authorized to act for the society between meetings of the society) who is empowered to accept the resignation, not the President and Vice President. The member should either return the dues to the society or submit a proper resignation - whichever he prefers.

RONR has nothing to say on this subject. Your society is free to budget as it pleases, subject only to any restrictions in its own rules or applicable law.

Authorizing a committee to act “with power” is used to authorize a committee to act on particular matters, and a majority vote is sufficient for such purposes. It is indeed correct that authorizing a committee “act on matters of a certain class without specific instructions from the assembly” would require a special rule of order - but since a special rule of order cannot conflict with the bylaws, it would require an amendment to the bylaws in your case. So to use Mr. Brown’s example, a majority vote would be sufficient to authorize a committee to take all actions necessary to hold this year’s Christmas Party, but a majority vote would not be sufficient to grant that committee power for all parties in the future.

No. As I understand the facts, the meeting in question is a meeting of the Executive Board, so only their membership status on the board is relevant.