Josh Martin

It would seem to me that your bylaws explicitly answer this question. “The Club shall retain the right to rescind by a majority vote any decision made be [I assume this is meant to say “by”] the Executive Board.” (emphasis added) So unless there is something else in your bylaws which suggests that there is an exception in this particular case, I think the answer is clearly “Yes.”

This is in reference to the discussion started in this thread. The responses generally agree that a Point of Order and Appeal regarding a recently discovered lack of quorum could be applied to actions taken earlier in the meeting (subject to the clear and convincing proof rule) even although the meeting is presently without a quorum, on the grounds that this relates to the conduct of the meeting while it remains without a quorum. I added that such action could also be taken at a later meeting, and then added that: ”I would also suggest that regardless of the determination by the inquorate meeting, this does not prevent a Point of Order (and an Appeal, if necessary) from being raised again at a later meeting with a quorum present.” Mr. Honemann suggested that this comment warranted further discussion, and I agree. My reasoning behind this comment was as follows: There is, in my view, no issue with the fact that this point has been previously decided, since the decision was made at an inquorate meeting, and therefore, no decision has properly been made by the assembly. As a practical matter, it would be problematic if this were not the case, since otherwise a small number of members could simply declare that a quorum was present (even if it clearly was not), or alternately, a small number of members could declare that a quorum was not present for earlier actions they disagreed with (even if it clearly was). I will concede that if there has previously been a determination made that a quorum was present, this somewhat raises the bar for the “clear and convincing proof” required to show that a quorum was not present, but I still think such a point could be raised.

While I agree with my colleagues, I would add that since this constitutes a continuing breach, a Point of Order (followed by an Appeal, if necessary) may also be raised regarding this matter at a later meeting. Note that an Appeal must immediately follow a Point of Order, so it would be necessary to raise a new Point of Order, followed by an Appeal. I would also suggest that regardless of the determination by the inquorate meeting, this does not prevent a Point of Order (and an Appeal, if necessary) from being raised again at a later meeting with a quorum present.

Such a rule is null and void unless it was an amendment to the Constitution. Yes. No. A Point of Order may be raised that the election is null and void (since the number of members denied the right to vote was sufficient to have affected the result), and an Appeal may be raised from the chair’s ruling, so that the decision is placed in the hands of the assembly. That is correct if the motion was, in fact, a motion to amend the bylaws. I was under the impression that the motion in question was not a motion to amend the bylaws. If the bylaws were actually amended, but the printed copies of the bylaws were not updated, that is a different matter.

Please answer whether your bylaws have any rules on disciplinary procedures and, if not, what the exact wording of the term of office is in your bylaws. This will determine whether formal disciplinary procedures are required. 1.) If formal disciplinary procedures are required, the member does have a right to due process and does have the right to a reasonable time to prepare his defense (RONR recommends 30 days). He does not, however, have a right to review the evidence against him. If formal disciplinary procedures are not required, the member has no right to due process or a formal hearing. The motion to remove him is debated the same as any other motion. In this case, such a motion requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. If your bylaws have their own rules on discipline, follow those rules. 2.) If the membership elected the board member, then it is the membership which conducts the trial (or votes on the motion to remove him), unless your bylaws provide otherwise. I do not advise proceeding with formal disciplinary procedures based on a mere summary or paraphrase. If formal disciplinary procedures are required, you need to get a copy of RONR and read Section 63 in its entirety.

No. Mr. Mervosh answered this question in the very first post and I still agree with his answer. The subsequent discussion has been whether, and under what circumstances, lifetime members may resign when the bylaws do provide for such membership. There is no doubt whatsoever that, if the bylaws have been amended to remove any reference to lifetime members (and no proviso was adopted on this subject), no one should be considered a lifetime member at this time.

Yes, my answer does assume that we are talking about a board meeting.

For future reference, the motion to Lay on the Table is not in order when no motion is pending (and is probably not the proper motion to use even if a motion is pending - see FAQ #12 and FAQ #13 for more information). I am not sure what exactly the intent was in “tabling” this discussion, so I am not sure what the proper motion would have been. In any event, I agree with my colleagues that none of this belongs in the minutes.

No. All members of the Executive Board must be notified of all meetings of the Executive Board. If this is not done, the meeting is not properly called. As a result, the meeting and any business conducted at the meeting are null and void. As previously noted, the Secretary may not be excluded, but the following points should also be kept in mind: Even if the Secretary happens to be absent, minutes still must be taken. A Secretary Pro Tempore is elected for this purpose. No rule in RONR requires the Executive Board’s minutes to be presented to the general membership, but I take it that your organization has its own rule on this subject. Minutes are still taken for meetings held in executive session.

Always a good idea, but in this particular case it seems to me that in any event the answer is “Yes, unless your rules provide otherwise.”

The “operating guidelines” do use the passive voice, but the bylaws do not, and the bylaws are the higher ranking document anyway. But Mr. Brown, the board already has the authority under RONR to create special committees as it deems appropriate, and it is generally assumed that rules in the bylaws are there for a reason. So it does not seem unreasonable to interpret the rule in question as authorizing the board to create additional standing committees (especially considering that the bylaws specifically say any committee). The bylaws say that “The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit.” I don’t see what is so vague about that.

So far as RONR is concerned, the authority for discipline rests with the society itself. There is no “appeal hearing,” as there is no higher authority to appeal the decision to. If your organization has its own rules on this subject, your organization will have to interpret its own rules.

Has the board appointed new members of the HR Committee since the election of the new officers? If so (and assuming Mrs. Smith was not reappointed), then it appears to me that Mrs. Smith is not a member. If not, then it appears she is still a member. This is my interpretation based on the facts provided and the rule cited by Mr. Katz. If there is any ambiguity on this matter, the board can easily clear it up by either adopting a motion to reappoint Mrs. Smith or adopting a motion to remove her from the committee. The fact that Mrs. Smith has had no contact with the new chairman seems irrelevant. Based on the facts provided, it is the board that appoints committee members. While the rules pertaining to the HR Committee are quite vague on who does the inviting, the rules pertaining to committees in general appear to clarify this matter.

Sounds right to me. Yes, the correct way to express what you are getting at is that the subject matter of the recommendation is (or is not) within the scope of the committee’s charge.

I have no objection to including a statement of this nature. As I said previously, the above is not intended to be an estimate of the length of time the meeting would take.

He has no choice in the matter. Your bylaws provide that he is not eligible for the office. A member may therefore raise a Point of Order that his election was and is null and void. The chair will rule this point “well taken” (meaning he agrees) or “not well taken” (meaning he disagrees) and must provide his reasoning. The chair’s ruling may be appealed from. A majority vote is required to overturn the chair’s ruling.

It seems to me that the motion in question is already in the nature of instructions to the committee (although not explicitly stated as such), but it certainly doesn’t hurt to explicitly state it.

I just quoted the beginning and ending of the sample minutes in RONR. This is not intended to be an estimate of how long the meeting would actually last.

Well, I think what Mr. Huynh is getting at is that notice is sometimes required for regular meetings as well, which is why he asked how the meetings are scheduled. “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)

It is certainly correct that if the bylaws require “a majority of the members present” to adopt a motion, then if 19 members are present, ten must vote in the affirmative for the motion to be adopted. That is not, however, what your bylaws actually say. Your bylaws say that “a majority vote of the quorum present” shall be required for adoption. RONR provides no guidance on what this sentence means, and it appears that your third-party knockoff doesn’t either. A quorum is the minimum number of members which must be present in order for business to be conducted, not the actual number of members present. Therefore, the phrase “a majority vote of the quorum present” makes no logical sense, which makes it difficult to interpret. Your society will need to interpret what it means. That it means “a majority of the members present” is one possible interpretation. In the long run, you should revise your bylaws so they clearly state what you mean.

For future reference, when a meeting is without a quorum, the meeting should still be called to order. The minutes for such a meeting would be very brief and would look something like this: ”The regular monthly meeting of the L.M. Society was held on Thursday, January 4, 20__, at 8:30 P.M., at the Society's building, the President being in the chair and the Secretary being present. The meeting adjourned at 10:05 P.M.” Since it seems that you did not actually hold the meeting, however, there will be no minutes. Informal discussion outside of a meeting violates no rule in RONR.

It may only be applied to a main motion which has been adopted.

As I understand the facts, the motion failed anyway, so this seems to be much ado about nothing.

It would seem to me that the best course of action would be to amend the motion to specify an effective date, so that there is no question on this subject. A motion previously adopted may be amended by a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

The exact quote on pg. 264 reads as follows: ”Rules protecting a basic right of the individual member cannot be suspended. Thus, while generally applicable limits on debate and the making of motions may be imposed by motions such as the Previous Question, the rules may not be suspended so as to deny any particular member the right to attend meetings, make motions or nominations, speak in debate, give previous notice, or vote. These basic rights may be curtailed only through disciplinary proceedings.” (RONR, 11th ed., pg. 264) As the citation states “while generally applicable limits may be imposed by motions such as the Previous Question, the rules may not be suspended so as to deny any particular member the right to attend meetings, make motions or nominations, speak in debate, give previous notice, or vote.” As I understand the facts, the proposed rule is one which applies “generally applicable limits” and not one which denies “any particular member” his rights. I would also argue that the proposed rule does not, in fact, deny anyone of the right to make nominations - it merely specifies the manner in which nominations may be made. Therefore, if the bylaws were silent on this subject, it would seem to me that a special rule of order would be sufficient to require members to make nominations one week prior to the annual meeting, rather than from the floor. In this particular case, however, the organization’s bylaws specifically provide that nominations from the floor are in order, and no special rule of order in conflict with the bylaws may be adopted.