Josh Martin

But Mr. Novosielski, when “meetings” are held by e-mail, when does the meeting begin or end? What does a “quarterly time interval” mean in this instance? Additionally, it would presumably also be necessary to follow this with a motion to adjourn the current meeting. Well, the quarterly time interval is based on the time between the meeting when the motion to postpone is made and when the next regular meeting is. It is not based on when the motion to be postponed was originally made, since the motion may have already been delayed past the original meeting by one means or another. The question, in this instance, is when exactly does the meeting occur? It sounds like the meeting itself has occurred over the course of three months, which is not generally a situation which would occur in an ordinary meeting. (It is conceivable, although still uncommon except in legislative assemblies, that a session could last for three months or more, but individual meetings are generally held within the span of a single day - or at most, two.) The authors of RONR have defined a deliberative assembly as a meeting where members meet in a single room or area or which meets under equivalent conditions involving, at a minimum, simultaneous aural communication. Since e-mail communication is neither aural nor simultaneous, this is not at all a deliberative assembly as the term is used in RONR. In my view, the mere note in your bylaws that RONR shall be used “to the extent possible” vastly understates the problems which will arise in meetings such as this one. As previously noted, meeting in this manner means that “many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable.” (RONR, 11th ed., pg. 1, footnote) As a result, such a group will likely need to adopt extensive special rules of order to facilitate the conduct of business. In my view, the situation you are facing is one of the situations that footnote is referring to. So Mr. Novosielski’s response is correct with respect to RONR, but based on the cited footnote, the answer may or may not be applicable for your organization.

A Point of Order may be raised regarding this matter at any meeting.

RONR considers directors to be officers.

Obviously a call must be sent at some point, so that members know when and where the meeting is and what business is to be conducted. If the bylaws fail to specify how much notice is required, RONR provides that it must be sent a reasonable time in advance. What exactly this means will vary from assembly to assembly, although I personally cannot see how five minutes is reasonable. A call which merely specifies that the meeting is to “discuss questions/concerns” is not sufficiently specific to allow the transaction of any business. I don’t think that merely including the word “discussing” is fatal to the call of a meeting, but I agree that “discussing concerns about the actions and/or behaviours of the officers” is still far too vague. I agree that if the intent is to make a motion to remove the President, then the call should include as much.

Yes. If the procedure he used in March was wrong, he can and should change it. Just because you violated the bylaws once doesn’t make the rule obsolete. If your President is enforcing the rules selectively, perhaps you need a new President, but your organization is still required to follow its rules. Am I corrected understanding that the current rules committee also did not review the amendments? As I understand the facts, your bylaws require these amendments to be submitted to the rules committee. You must follow your bylaws. The existing rules committee could, however, review these changes (until they are replaced).

No, this is not correct. A special meeting may only include the business included in the call. If other board members have the ability to call special meetings (which is apparently ambiguous) then they may ask the Secretary to include certain items in the call. If the motion to remove the President from office is not included in the call, however, it may not be voted on at the special meeting. Additionally, you say that your bylaws require only a majority vote to remove the President, so that is what is required. This is further complicated by the fact that it is not clear whether other board members may call special meetings themselves or whether the President is expected to call such meetings on the request of other board members, and by the fact that your bylaws do not specify how much notice is required for special meetings. As a result, there may be substantial ambiguity regarding whether the meeting is valid, which does not seem desirable considering the subject matter of the business to be conducted. Additionally, the President does have a right to vote. He should not vote as he has a personal interest not in common with other members, but he cannot be compelled to abstain. Correct.

I concur with the previous responses that, unless the bylaws provide otherwise, the bylaws are to be amended by the membership, not by the board. Additionally, references to the “previous meeting” are generally understood to be references to meetings of the same assembly. It also seems pretty clear that 3 is less than 10, let alone 30. So even if notice could somehow be given at a board meeting, that is moot if the board meeting in question is not properly called.

Based on this information, the bylaws are not validly amended unless both of the following are true: The vote was taken at a regular meeting or by e-mail (hopefully some other part of your rules clarifies how the latter method is conducted). Notice of the amendment was given either orally at the previous regular meeting or by writing 30 days prior to the vote. Failure to meet either of these requirements would constitute a continuing breach and a Point of Order regarding it could be raised at any meeting. If it is determined that the amendment is null and void, then the language in the amendment is not (and never was) validly a part of the bylaws. As a consequence, the organization would conduct regular elections as provided for in the bylaws. It appears there may be some disagreement over what actually did happen in regard to these amendments, and it will up to your organization to resolve disputes over the facts.

Yes, unless one of the following circumstances applies: The assembly has completed its entire agenda or order of business and, when the chairman asks if there is any further new business, no member responds. The assembly has previously scheduled a time for adjournment and that time has arrived. There is an emergency that threatens the members’ safety, such as a fire or riot, and it would endanger the members to take the time to formally make and process a motion to adjourn.

It is ultimately up to the organization to interpret its own bylaws, although I would note that the bylaws clearly provide that “Before coming before the Committee for consideration any proposed amendment, alteration, repeal or suspension of these rules must first be submitted in writing to and considered by the rules sub-committee, which shall after due consideration cause the Secretary to submit notice of the proposed amendment, alteration, repeal, or suspension to each member of the Committee in writing by mail, email or in person, along with a statement of the majority opinion of the rules sub-committee regarding such a proposal.“ Have all of the steps mentioned here been taken in regard to these amendments? If not, which steps have not been taken? I think these facts will be extremely helpful. As it stands, I’m not entirely clear on what the precise nature of the problem is. The fact that the President allowed a previous amendment is not, in and of itself, determinative of the answer to this question. It may well be that the President was in error and the validity of that amendment is in question. Furthermore, it does not seem to me that the President’s failure to appoint a committee previously prevents him from appointing a committee now - although the President’s actions do suggest that he has permitted them to continue serving and, therefore, the current members of the committee will continue serving unless and until new members are appointed.

If the assembly wishes to refer the motion to amend the bylaws back to the board (which is where the changes came from), with instructions on the manner in which the proposed amendments shall be presented, it is free to do so. Yes, I agree that such actions would be preferable, but the board’s failure to do so does not, in my opinion, invalidate the notice. As I understand the facts, the board has included in the notice the exact wording of the bylaw, as it will read if amended. In my view, this is sufficient to meet the requirements that the amendment be “formally worded” and that it “fairly informs” the members of the proposed changes.

This fact in and of itself is not a conflict so far as RONR is concerned. If a motion arose concerning the bookkeeper, then her spouse should (but cannot be compelled to) abstain from voting on the motion, since he has a personal or pecuniary interest not in common with other members. There may also be provisions in your own rules or applicable law on this subject.

The member should first be informed of his election. He is indeed elected, and if he wishes to take the position now, he is free to to do so. If he declines the position, another round of voting must be held for this seat only.

Since the final wording of the bylaw, as it will read if amended, has been provided, it seems to me this is sufficient notice and is a proper motion to amend the bylaws. We are told that the exact wording of the bylaw, as it will read if amended, has been provided. In my view, this satisfies the “formally worded” requirement. While the example specifies which words are to be struck out and which words are to be inserted, and while RONR notes that it is a good practice to list the current wording and the wording as amended, the text does not strictly require either of these things.

Yes, I would agree on both points.

No, of course, suspending the rules in and of itself does not make a dilatory motion any less dilatory. If a motion to suspend the rules is adopted by a 2/3 vote, however, this calls into question whether the straw poll is, in fact, “meaningless and dilatory” in this particular instance. Presumably the members who voted to suspend the rules did not feel that it was meaningless or dilatory. Another solution would be to recess. In such a case, the assembly is not currently meeting, so the prohibition against straw polls does not apply. This also has the advantage of requiring only a majority vote. Probably.

I see no reason why not, based upon the facts provided.

On the contrary, my understanding is that the purpose of an agenda is to specify the order in which items of business will be considered and to ensure that the most important items of business are considered first, not to actually prevent the introduction of items not on the agenda (unless the assembly has adopted a rule to that effect). Unless the assembly has actually adopted a rule of order providing as much, however, I do not think this inference (while understandable) is correct. I agree that items included on an agenda are not properly understood as “New Business” in the sense RONR uses that term.

Well, this is an interesting question. It would seem to me that this might run afoul of the prohibition against more than one main question being pending at a time. If so, the rules could not be suspended for this purpose, as that is a fundamental principle of parliamentary law. It would seem to me, however, that the assembly could adopt a rule of order for the session prescribing the procedure described by Mr. Novosielski, in much the same way that such rules could be adopted for several of the other proposals that have been suggested in this thread. So far as I can tell, no rule in RONR prevents the adoption of such a rule. Oh, I quite agree and have been suggesting as much from the beginning. I do not understand the need to reinvent the wheel when RONR already has a tried and true method.

I think the chair may make this decision on his own. The chair is using his own best judgment on how to best carry out the assembly’s order that the member be removed. Nothing that I read in the text suggests that, when the society has ordered a member removed from the hall, the chair is required to follow up with the assembly for approval regarding the methods used to accomplish this. No, I do not think the chair’s decision in this matter may be appealed. This decision is not, in my mind, a decision regarding the exercise of the chair’s authority as presiding officer, and is therefore not the sort of decision which is subject to appeal. The decision of how a member is to be removed (rather than whether he is to be removed) seems to be an administrative decision, not a parliamentary one. I do think that it would be in order, however, for a member to make a motion ordering the chair not to call the police regarding this matter. Presumably, this motion would also specify the method the motion maker intends to use to remove the disruptive member instead (such as having the sergeant-at-arms complete the task, or having the chair appoint a committee for the purpose). Given the circumstances, I think this is in the nature of a question of privilege, and it may well need to be addressed immediately. I think that such a motion would be debatable.

”The official record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes—particularly in legislative bodies—the journal. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done.” (RONR, 11th ed., pg. 468) See RONR, 11th ed., pgs. 468-471 for more information. Yes. Minutes are still taken in executive session, but discussion is not included in the minutes, whether or not the meeting is in executive session.

Why can’t the member simply make his motion during New Business, after all other items listed on the agenda are completed?

I still disagree that filling blanks is the appropriate tool to use for this purpose.

We are told, however, that the organization’s rules provide that “The Membership may propose alternate candidates for the Board of Directors by submitting a slate supported by ten (10) member signatures.” (emphasis added) It may well be that this rule does require members to submit a full slate in order to nominate candidates. I do not think this is the only possible interpretation, but I do not think it is unreasonable. If this is correct, it appears the member will need to find nine friends (if there is still time to submit a new petition) or run a write-in campaign instead.

I believe you mean “censured,” which is a motion expressing the formal disapproval of the board. The board may adopt such a motion if it wishes.