Josh Martin

The reporting member of the committee may make a motion to implement the committee's recommendations.

1-2). A motion to dissolve has the same requirements as a motion to amend the bylaws. 3.) Yes. The motion to dissolve generally includes details such as how the society's assets will be disposed of, and such details may be amended.

The organization's bylaws are the highest authority in the society. They take precedence over any conflicting rules in the parliamentary authority, and there are no restrictions on what rules the society may adopt, except as may be imposed upon the society by a parent society or applicable law. As a result, if the society wishes to provide that a certain section of its bylaws may not be suspended or amended, it seems to me that the society is free to do so. If the society later wishes to amend the bylaws to remove the provision, it will be unable to do so, and for this reason, I do not advise that a society adopt a provision of this nature, which I stated at the outset. A more reasonable compromise would be to require a higher threshold to amend the rule in question. I don't think the society can get around the rule by adopting a revision which omits the provision. The only solution I can see would be to dissolve the society and start over from scratch.

I think it could be done, but it is not advisable. The society might wish for a higher threshold to amend particular provisions, but to make it so that a provision cannot be amended at all seems unwise. I disagree. The provision can quite easily be written in such a way that prevents this. The rule could be placed in its own section, and it could include a statement which provides that no part of that section could be amended. I don't advise this, but it seems to me that it could be done.

Because the same object may be achieved by simply voting the amendment down, which makes this dilatory. If a member moves to amend the main motion, and that amendment is defeated, the question is on the main motion.

What problem? A vote of 2-0 passes, so far as RONR is concerned. (See FAQ #6.) Does your board have its own rules on this subject?

It is not correct. If candidates 1, 2, 3, and 4 are tied for the lowest position, they remain on the ballot, and so do all of the other candidates. This is the case whether or not they have a majority of the votes cast.

I think "do whatever they want" goes a bit far, but back to your original question, but it seems fairly clear to me that the board's authority to manage the club is sufficiently broad for it to adopt these "ground rules" and to amend ground rules that it adopted, provided that they do not conflict with rules adopted by the society. (It is, of course, ultimately up to the society to interpret its own bylaws.)

Oh, come on. It is hardly unusual for an assembly to enforce some provisions of its rules more strictly than others, especially when some of those provisions relate to decorum. The Senate does a lot of weird things with its rules, but I don't think this is one of them. There may be reasonable grounds for debate over whether the rule should provide an exception for motions to confirm a nomination of a senator (although this forum is not the appropriate place for that debate), but it seems plain that the rule as written provides for no such exception. I also don't know why you find this to be that strange. Although the wording is slightly different, the rule in question doesn't seem that different from the rules of decorum in RONR. Suggesting that a fellow member is guilty of conduct unbecoming of a member in debate is indecorous and out of order. The fact that the member is the subject of the debate doesn't change that.

I said that this is the case if the position is ordinarily an elected position, but an appointment is made to fill a vacancy. If it is an appointed position, period, then the person with the authority to appoint would generally also have the power to remove.

Unless your bylaws grant the President the authority to suspend board members (which I doubt), there are still 15 board members. Any decisions made without a quorum present are null and void. I agree that a motion to Reconsider is not the appropriate course of action. One of the board members should instead raise a Point of Order that the chair's suspension of the board members is null and void, followed by an Appeal if necessary. After that's all settled, disciplinary action for the power mad President seems like the next step.

I concur with those who say the member resigned and that's that, at least with respect to the upcoming office of President. It is somewhat less clear whether the member's resignation is final with respect to his resignation from his unexpired term as President-Elect. That depends on whether the resignation has been accepted. Even if it has been accepted, however, he could certainly be elected to fill the vacancy in that office. In my view, society's election of someone else as President constitutes acceptance of the resignation from that position.

I'm not sure about this at all. It is not clear to me whether the organization's bylaws require that there shall be co-presidents or permit there to be co-presidents. I think Mr. Brown and others are correct that the society will need to interpret its bylaws for itself

What do these examples have to do with anything? These matters are governed by constitutional law, not parliamentary procedure. I think a reasonable argument could be made that the board's power to set dues permits it to set different levels of dues for different groups of members, or even individuals. I'm not saying I necessarily agree with this argument, but I don't find it absurd. I really don't think that these examples are at all helpful in interpreting this question.

1.) Yes to both questions. 2.) There is no need for an agenda at all. If a special meeting was called "to discuss the requirements pertaining to whole house generator sound testing and screening," then that is the only business which is in order, so the order of business seems pretty obvious. A special meeting may only consider business included in the call. 3.) As I understand the facts, this was a board meeting. In that event, only members of the board need to be notified of or vote on anything, unless your rules provide otherwise. 4.) At a board meeting, board members vote. Whether your board has the authority to take the action in question depends on your bylaws. 5.) The motion seems fine to me. 6.) This was a board meeting. Board members vote at board meetings. Quorum at board meetings is based on the number of board members present. Whether the board had the authority to take this action is up to your bylaws. In any event, the next step for those who don't like the board's motion seems to be to call a special meeting of the membership, either to rescind or amend the board's motion (if it was proper) or to declare it null and void (if it was not). Whether the board acted properly will determine whether the previous motion stands. One piece of information which may be helpful - who adopted the original motion?

Even assuming this rule is actually in your bylaws (which seems to be unclear), no, I do not think this rule has any effect on whether members may write-in this person for the office of Vice President. A write-in vote, by definition, is a vote for someone who has not been nominated. Now, with that said, it is not entirely clear to me that this person has been elected Vice President. You say that this person received the most votes for Vice President. Unless your bylaws provide otherwise, however, the requirement for election is that a candidate receives a majority of the votes cast. If this person has received the majority of the votes cast, he has been elected. If not, another round of voting must be held.

So far as RONR is concerned, the meeting could only be recorded with the House Committee's permission, and even if this was granted, the recording could not be shared with anyone who was not a member of the House Committee. The member in question may, in my view, be subject to further discipline for either or both of these actions. The fact that this is a California organization or that the committee had a "reasonable expectation of privacy" doesn't mean anything from a parliamentary perspective. If you're asking about legal issues, you should consult a lawyer. I disagree that there is any "shaky ground." Members may be disciplined for conduct "tending to injure the good name of the organization, disturb its well-being, or hamper it in its work." I do not think it is unreasonable to say that recording a closed meeting of a committee (especially one held in executive session), without the committee's knowledge or consent, qualifies as this type of behavior.

In my view, the board can persist from a parliamentary perspective. Applicable law may provide otherwise. Whether they should persist is for the board to decide. I concur with Mr. Huynh that you need legal advice more than parliamentary advice.

The board would decide. Perhaps there wasn't any point. The drafters might have just thought it sounded good. In all seriousness, I'm not convinced there is any substantive difference between "Annual membership dues shall be as determined by the Board of Directors." and "Annual membership dues shall be as determined from time-to-time by the Board of Directors." I don't think this is like painting the clubhouse. If you decide to paint the clubhouse, the painters don't paint it again until you decide to paint it again. If you decide to set the dues at a particular level, the members pay their dues at that level every year, whether you adopt a motion every year or not. That suggests to me that the motion to set the dues has continuing force and effect, and therefore requires a motion to Amend Something Previously Adopted to change it.

No. The chair should inform the assembly that his ruling was in error, however, it is too late too raise a Point of Order regarding the issue at this time. He should suggest that the supporters of the motion make the motion again. No, the fact is that the motion didn't pass. The chair declared that the motion was not adopted. A member raised a Point of Order, and the chair ruled the point not well taken. No Appeal was raised from the decision of the chair. The motion should have passed, but it didn't. His action was in violation of the bylaws, but it helps if you read the full text instead of paraphrasing. "The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach. Instances of this kind occur when: a) a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly," (RONR, 11th ed., pg. 251) It does not say "any action has been taken that conflicts with the bylaws." It says "a main motion has been adopted that conflicts with the bylaws." This exception would apply if the assembly adopted a main motion, and the wording of that motion was in conflict with the bylaws. The chair's declaration and subsequent ruling are not main motions. None of the other exceptions on pg. 251 apply either, so a Point of Order must be raised promptly after the breach occurs, and an Appeal must be raised promptly after the chair's ruling on the Point of Order. So it's too late now, but it's not the end of the world. Just make the motion again.

Based on the facts presented, I still think the member is correct, as was the assumption that his nomination did not need to be voted on since he was the only nominee. As I understand the facts, your bylaws do not require a ballot vote. In such cases, the appropriate course of action when there is only one nominee is for the chair to declare that nominee elected. "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or 'acclamation.'" (RONR, pg. 443) The reason for this is that voting "no" is not an option. You have to vote for a person, so if you don't have anyone else in mind to vote for, there's not much point in taking a vote. If you did have someone else in mind to vote for, you should have nominated that person, and then you would have had an election. Nothing I have seen from your bylaws so far suggests to me that a vote is required even in these circumstances. So based on all this, there never was any error, and the member is the Secretary. Even assuming I am wrong on my first point, however, and the bylaws do, in fact, prohibit the board from using unanimous consent and require an election even if there is only one candidate, it is too late to raise a Point of Order regarding this issue at this time. Generally speaking, a Point of Order must be raised at the time of the violation. There are some exceptions, but this is not one of them. Since a timely Point of Order was not raised, the election is valid notwithstanding the error, and the member is the Secretary. Even assuming I am wrong on my first and second point, however, and we somehow assume that there is a violation and a continuing breach here, so that a Point of Order may be raised at a later meeting, this has not yet happened. An election may not be invalidated between meetings. The board (rather foolishly) rejected the member's request for a special meeting to address this issue, so the board has not yet made any decision, and therefore the election remains valid, the ongoing error notwithstanding. The member is still the Secretary. So no matter how you look at it, the member is the Secretary, despite the fact that you have mistakenly informed him otherwise. The member has taken the appropriate action of attempting to get the board to resolve this issue, and since the board has inexplicably refused to do so, he has appropriately taken the matter to the next level (the membership) to resolve the issue, which is the ultimate judge of the society's rules.

I doubt we will be of any help, since public elections will be governed by applicable law, not Robert's Rules.

It would seem to me that the board may change "ground rules" that it adopted in the first place, but may not change "ground rules" adopted by the membership, unless the organization's rules grant it that authority (and it seems they do not). Handle club business is pretty broad. I'd say that gives them pretty expansive authority to adopt standing rules. I concur that the membership has the final say, unless something in the bylaws provides otherwise. So far as RONR is concerned, the membership may rescind any action taken by the board, but actions taken by the membership may not be rescinded or amended by the board. If the board is granted authority to manage the affairs of the society between meetings of the membership, wouldn't that include the ability to adopt such standing rules as are necessary for this purpose? And the authority to amend rules that the board had adopted? Well, earlier you said that the board to handle club business, and now you say the board can only spend limited funds on emergency maintenance. If it's the former, I stand by my previous responses. If it's the latter, then I'd say they cannot adopt or amend these "ground rules." The bylaws should at least make some reference to dues and how they are set, but whether you wish to specify the amount in the bylaws or leave that to standing rules is up to the club.

If it's an e-mail vote, everyone is absent. I don't know what distinction you see between an abstention and a "withheld vote" ( a term RONR does not use). They sound the same to me. I'm also not clear on why this matters. Under ordinary circumstances, non-votes, regardless of the reason, have no affect on the outcome and are not recorded. I'd be more concerned with whether it is proper for your board to vote by e-mail in the first place.

It's not unusual for an organization's rules to provide that regular meetings of the board are scheduled by the board, or by the President.