Josh Martin

I can't speak to whether the letter constitutes libel or slander (those are legal issues), but it sounds like the content of the letter was certainly indecorous and, for that reason, should not have been read. You did indeed have the right to raise a Question of Privilege to address the false statements made in the letter.

My understanding of the rule as written is that they will be instructed to vote for three nominees, and the candidate who receives the smallest majority will be elected to the unexpired term.

Yes, I think the rules could be suspended to change how the candidate who receives the short term is selected.

A Chairman Pro Tem may be elected to serve for multiple meetings, but previous notice must be given of such an election.

Actually, the meeting quite likely is ending. Many public bodies hold executive sessions at the end of their meetings, and then adjourn immediately afterward. By following this procedure, members of the public who are attending the meeting may safely go home when the executive session begins, rather than awkwardly hanging out somewhere nearby for an indefinite period of time. Nonetheless, I concur with Mr. Brown that the motion is debatable. Assuming this is all in order to begin with (it may not be in order to vote on a proposal in executive session, depending on the specifics of the state's open meeting act), I agree. Since the motion changes action previously taken by the assembly, a 2/3 vote, or a vote of a majority of the entire membership, is required. Of course, since this is a small board, there may be little or no difference between a majority vote and a vote of a majority of the entire membership. A motion to Adjourn, however, would be in order while the assembly is in executive session (at least so far as RONR is concerned - applicable law may (and apparently does) provide otherwise) and would require only a majority vote for adoption. I assume that this would have the effect of ending the executive session - or does this depend on whether the next meeting is a continuation of the same session or the start of a new session?

Based upon what has been posted, I do not see any way around the ballot vote. The fact that this is a recent revision, in my view, lends even greater weight to the interpretation that a ballot vote is required. It seems apparent that the purpose of the "partial terms" portion of the rule was to ensure that the membership, not the candidates or the board, would choose which candidate gets the partial term.

Was this information part of the motion or not? If it was, keep it in the minutes. If it wasn't, get rid of it. Information which is said in debate should not be included in the minutes, regardless of whether the information is accurate. The minutes are a record of what was done, not what was said. The motion itself should remain in the minutes in any event. The motion may be rescinded. I strongly disagree. If the assembly is putting unnecessary information in the minutes, this should be rectified immediately, including any minutes which have been taken but not yet approved. If it is necessary to record this information for some reason, it should be kept in a separate document. The minutes of the next meeting should not say anything about how the budget was off.

There is no specified amount of time in RONR. It varies from organization to organization. Some organizations only keep electronic copies. If this becoming a problem, I would suggest bringing this matter to the society's attention and letting them decide what to do about it. I would not destroy any documents unless and until the society gives you permission to do so.

Then whether it is permissible to appoint an Assistant Secretary will be a more difficult question, but so far, there is nothing to indicate that the bylaws provide for any such thing. Sure, but the question the OP asked was whether they can have an Assistant Secretary. I don't think anyone doubts that people can assist the Secretary with some of his tasks.

Okay, but saying that it may not be possible to delegate certain duties and saying that the Secretary can't have an assistant at all are very different things.

The chair should not make motions while presiding. Another member may move to adjourn, but don't end the meeting because of one person's behavior. There are procedures for dealing with disruptive members. Ultimately, if the member persists in such behavior, the member can be removed from the hall for the remainder of the meeting (or even harsher penalties if this is a meeting of the general membership, up to and including expulsion from the society).

For those who are interested, there was a debate on a similar topic a while back, although the facts were somewhat different. In that situation, the bylaws did specify an Assistant Treasurer position (but no other assistant positions). I personally concur with Mr. Novosielski that the organization is free to appoint an Assistant Secretary, but this position would not be an officer position. It is certainly correct that the only way to have the Assistant Secretary as an officer (as the OP originally asked for) would require an amendment to the bylaws.

I don't know that we can confidently say that until the OP answers Mr. Tesser's question.

Sure, and if it becomes an issue, the membership can amend their rules on this subject and/or get a new President. No rule in RONR, however, prevents the President from appointing himself as chairman of a committee.

It could, but this would require the board to hold two sets of meetings and take action on a lot of things twice - once in this "committee" and once in the actual board. So this seems unnecessarily elaborate to me. It seems simpler for the board to invite these individuals to its meetings and to suspend the rules to permit them to speak in debate.

The issue with this is that, even if we assume that the executive board's removal of the President was unauthorized (which is very possible), the national organization does not necessarily have the power to "put matters right." It may well be that the organization's bylaws grant it this power, but so far as RONR is concerned, it is up to the general membership of the local society to deal with this matter. It's also not entirely clear to me who is presuming to act on behalf of the national organization, which may be also be important information.

If your bylaws do not address the naming of interim officers, then it cannot be done. You must follow your bylaws and appoint a Vice President, with the approval of the board.

I think we need more information. Mr. Novosielski's argument seems reasonable, but this scenario involves the executive board removing the President and the national organization reinstating him. RONR grants neither body the authority to do these things, so I think we need to know more about the organization's own rules to determine which (if either) of these actions are proper before determining how to proceed from here.

Based on the additional facts provided in the other thread, it seems that the rule which was suspended was the 60 day notice period. It seems to me that such a rule is clearly intended for the protection of absentees and, as a result, may not be suspended. Nonetheless, it is ultimately up to the trustees to enforce and interpret their own rules, and they seem to disagree with my interpretation. The trustees appear to have determined that this rule may be suspended. So far as parliamentary procedure is concerned, that is the end of the matter. If you wish to pursue this matter further, you will need to look elsewhere to see if there is any legal recourse available.

It depends on the nature of the rule. Rules which relate to the orderly conduct of business in meetings, or to the duties of officers in that connection, are rules of order. Rules which relate to administrative procedures are standing rules. A rule regarding how the board may adopt or amend policies is a special rule of order. Neither. The chair should rule the motion out of order and inform the member that he will need to instead move to amend the policy on policy development. I assume that policy specifies the vote required to amend a policy, but if not, RONR requires a 2/3 vote with previous notice or a vote of a majority of the entire membership to amend a special rule of order. No, it would not be accurate to say that any of the board's policies may be waived. As a general rule, a special rule of order may be suspended by a 2/3 vote and a standing rule may be suspended by a majority vote. There are, however, a number of situations in which a rule may not be suspended. Additionally, rules in the bylaws may not be suspended, unless the rule provides for its own suspension or if the rule is clearly in the nature of a rule of order. If a policy proscribes a process which occurs outside of a meeting, this portion of the policy may not be suspended. Additionally, it is not in order in any event to adopt a policy which conflicts with an existing policy. Instead, the proper course of action is to amend the policy in question. I get the feeling you have a specific situation in mind, and a lot of this stuff hinges on specifics, so it might help if you could give us more details.

It seems to me that a law regarding the content of the minutes would be in the nature of a rule of order, so I think this law would take precedence over RONR - not that it matters in this instance, since RONR also requires main motions to be recorded in the minutes.

Setting Debbie's situation aside for a moment, suppose that the chair actually refused to call a subsequent meeting? What is the committee supposed to do? Twiddle its thumbs? I think we're in judgement call territory. On the one hand, you have been actively attempting to schedule a meeting. On the other hand, you have not actually done so. It has now been over a month since the last meeting, and over a week since you started trying to set up a meeting. I don't think there is a hard and fast rule on this, as timelines for committees to complete their work vary widely. Finally, I agree with Dan that, as a practical matter, if all members but the chair agree to meet at a certain time, then that's happening. If you wish, you can report the matter to the parent assembly. I don't know who they'll side with.

So far as RONR is concerned, a member has a right to abstain, period. If your organization's rules or applicable law provide otherwise, those rules take precedence, but we can't interpret those rules for you. If the desire is to bring back the original motion, a member should either make the motion anew (if the original motion failed) or move to Rescind the original motion (if the original motion passed). Unless your rules provide otherwise, censure is simply a main motion. The outcome is that the assembly has formally expressed its disapproval of the chair. There is no effect on the original motion.

A motion to censure may be made as a main motion, which is debatable and amendable and requires a majority vote for adoption. Such a motion must be very carefully worded to remain within the bounds of decorum, however, so this may not be an option depending on what exactly the member is accused of. Censure may also be applied as a penalty after formal disciplinary procedures. Since not everyone is clear on this point, it should be noted that censure is a formal expression of disapproval and carries no further penalty. It's not entirely clear to me that suspending a board member is an option under RONR. The text explicitly mentions that a member of the society may be suspended, but for officers (which board members are), the text lists censure and removal from office, and then mentions that in special circumstances, other penalties may be appropriate. As for removal from office, see FAQ #20.

I concur with Mr. Brown and would add that you would have an incomplete election even if the retiring officer was willing to serve. A majority (more than half) of the votes cast is required for election. If 109 votes are cast, a majority is 55. Since no candidate received a majority, you have an incomplete election and must vote again. The person with 49 votes may well end up clinching the election on the second ballot, but it is also possible that a dark horse candidate will emerge from the "others."