Josh Martin

1 hour ago, jay said:

In our not for profit organization bylaws clearly says to follow a certain procedure to amend an existing bylaw. Either two thirds of full board of trustees or by two thirds of General body which was called for on a special petition signed by 10percent of total members.

But with out following the procedure stated above our semi annual general body passed a resolution to delete a Bylaw .

My question is is it legal? If not what are the remedies. Please advise.

What exactly is the nature of the violation?

9 hours ago, Tina Marie said:

My first question, with just the Article of Incorporation, are we conducting a business meeting only following RR?

That would appear to be the case.

9 hours ago, Tina Marie said:

Also is there a good place to print off a reminder of proper conduct.

The rules of decorum are found in RONR, 11th ed., pgs. 391-394.

9 hours ago, Tina Marie said:

My second question, as a member in good standing, I would like to move that we adopt our former by-laws knowing that corrections and additions will be mandated. Is that acceptable/allowable? I would just hate to see us have to start over from scratch, but I know there is MANY corrections that need/have to/ must be adopted. 

I see no parliamentary issue with this, provided that nothing in those bylaws conflicts with your new Articles of Incorporation.

If you are the Parliamentarian, however, someone else should make this motion, so that you may retain your appearance of impartiality.

9 hours ago, Tina Marie said:

Third, we have membership that are well known "drama queens" and can hold up a meeting with an argument....as acting parliamentarian, any advise to curb their disruptive activity?

See RONR, 11th ed., pgs. 645-648.

15 hours ago, Richard Brown said:

But, what I said in the paragraph immediately above about appealing from the ruling of the chair regarding the presence or absence of a quorum raises another question:  How is it determined whether a quorum is present in order for the ruling of the chair to be appealed?  Can an assembly of less than a quorum decide an appeal?   For example, assume the chair finds that a quorum is present.   A delegate makes a point of order that a quorum is not present because officers cannot be included as delegates.  If the assembly votes to overrule the president, by virtue of that vote the assembly is saying "We do NOT have quorum".  So, if there is not a quorum (by the assembly's own determination), how can the ruling of the chair that a quorum is present be overruled?    RONR seems to be silent on that point.

An assembly which does not have a quorum is permitted to consider incidental motions "related to the conduct of the meeting while it remains without a quorum." 

It seems to me that an appeal regarding the question of whether a quorum is present is such a motion.

9 hours ago, Guest ParliEnthusiast said:

Could you please elaborate? How does this affect whether or not the officers are counted as delegates. Also, would it then be the number of registered delegates present, not the number of total possible delegates present, that is the numerator for the majority calculation for any particular meeting. As an aside, our meetings, despite the format that echoes conventions are actually considered annual meetings I believe as they are part of an organized society who meets on a regularly scheduled date for the annual meeting.

For the sake of simplicity (and setting aside the officers for a moment), suppose there are 20 chapters, and each chapter is entitled to five delegates. So there could potentially be 100 delegates. However, not every chapter actually sends all five delegates, and some delegates get sick and don't go to the convention, and so on, so there are ultimately only 80 delegates who register with the credentials committee. A majority of the total possible delegates is 51. But a majority of the registered delegates is 41.

This has nothing to do with whether the officers are considered delegates.

9 hours ago, Guest ParliEnthusiast said:

That is rather surprising how RONR is ambiguous on this matter. Perhaps it ought to be addressed in the 12th edition :). However, what about the scenario in which case the meeting already occurred? If it was found that a quorum was not present, does that nullify any action done at the meeting?

If the assembly determines that there is clear and convincing proof that a quorum was not present, then yes, any action that was taken is null and void.

On 4/22/2017 at 4:03 PM, Alexis Hunt said:

But there is no process for substitution of the minutes.

Why not? It seems like just another form of correction to me.

On 3/21/2017 at 7:46 PM, Guest John said:

Our non-profit association has by-laws that allow for "write-in" votes. My question is: if a "write-in" candidate wins an election over a candidate whose name does appear on the ballot, how long does the member get to decide if they wish to accept the office? Must they announce their decision upon announcement of the results? It should be noted that according to our by-laws, members do not assume the duties of their office until 2 weeks after the election. (Please assume that the write-in candidate holds all the requirements and qualifications for the office)

If the member is present, they must decide immediately. If the member is not present, they must decide promptly upon being informed - no exact time is specified in RONR.

On 4/22/2017 at 0:18 AM, Youth Sports said:

The board approves candidates for each office on the ballot.

Do your bylaws actually grant the board the authority to "approve" or "disapprove" candidates for office? If so, it will be up to your organization to interpret its own rules.

On 4/22/2017 at 0:18 AM, Youth Sports said:

For positions without candidates on the ballot, a write-in winner may be approved or disapproved at the next board meeting after finding out if they wish to serve.

Again, do your bylaws actually give the board the authority to do this?

On 4/22/2017 at 0:18 AM, Youth Sports said:

For positions where there are board approved candidates on the ballot and a write-in candidate receives the most votes, are you saying that the write-in can either accept or decline the position without actually being approved by the board? There is nothing in our bylaws to handle the situation. Can the board approve/disapprove his candidacy after the vote count and if approved, then notify the write-in candidate to determine if he wishes to serve or not?

So far as RONR is concerned, the board has no business "approving" or "disapproving" candidates in an election by the general membership. If the membership elects, the membership elects. The board doesn't have veto power. If your bylaws provide otherwise, it is up to your organization to interpret those rules.

On 4/22/2017 at 0:18 AM, Youth Sports said:

Our bylaws state that if a board position is open after the election, the board can approve and appoint  someone to the position. Rather than taking another vote, i.e., a new election, can board just say their was no winner and position remains open. As an open position, the board can then approve someone for the position, possible the approved candidate that had the most votes?.

I suppose, if that is what your bylaws say.

On 4/22/2017 at 0:37 AM, Youth Sports said:

First, our bylaws give the board the power to amend the bylaws by a two-thirds vote of the board. Secondly, each year during general elections, we have a few board positions where there were no approved candidates. in your comment, you state there is a difference between filling a vacancy and filling a position not filled by the general elections. What is that difference?

If the general election fails to fill a position, then the first thing to do is to see if the bylaws provide that officers serve "until their successors are elected." If they do, then the incumbents would continue to serve until they resign or the membership completes the election. If the incumbents resign, or if the bylaws do not contain the "until their successors are elected" clause, the position could be filled in the same manner as any other vacancy, except that the person the board elected to fill the position would serve only until the membership could complete the election.

If your bylaws provide their own rules for what to do in the event of an incomplete election (and it seems they might, based on your other thread), follow those rules.

41 minutes ago, fixter said:

As the president our bylaws state that I appoint and oversee all committees. I was not happy with some actions that a committee chairman had taken which actually violated our code of ethics. I questioned him during reports of committees. As soon as I brought this up, several arguments broke out that I could not gain control of. It was motioned and seconded to adjourn which the vote carried. Needless to say there was much company business that did not get taken care of. We meet once a month. When we get to our next meeting I want to replace this person as chair but am worried that we will wind up in the same scenario. I understand that this would probably fall under unfinished business but in our agenda, report of committees is long before that. What is to stop this from happening over and over? I am also wondering how to contact a local parliamentarian that I could employ to run a meeting?

If it is part of your powers and duties as President to appoint committees, then replacing this person as committee chairman would come up under the President's Report, not Unfinished Business. Reports of officers come before committee reports.

As for dealing with a member who is speaking when he does not have the floor, and who persists in this behavior after the chair directs him to stop, see RONR, 11th ed., pgs. 644-648.

As for employing a local parliamentarian to serve as a professional presiding officer, both the National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals.

Finally, I am concerned about the nature of your "questioning" of the committee chairman during his report. Could you elaborate on what you said?

3 hours ago, Guest Who's Coming to Dinner said:

What if the notice says "other business"?

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." (RONR 11th ed., pg. 91)

"Other business" does not seem very clear or specific to me.

10 minutes ago, Guest Roberta E. said:

At an annual conference, who is eligible to ballot vote for officers-- just the delegates or the whole membership attending?  Or, is this a bylaws matter?

It is ultimately a bylaws matter, but generally speaking, only delegates are eligible to vote at a convention of delegates - whether on the election of officers or on any other matter.

1 hour ago, Guest Tori Goodwin said:

Our bylaws call for our Steering Committee to consist of the four elected officers of our CNA and the immediate past chair of our CNA...the immediate past chair resigned as CNA chair and moved immediately out of state now and is no longer a part of our community - so does that position on the Steering Committee become vacant or is it ok for the past - past chair to remain on the Steering Committee??

Neither. The position is not vacant. The Immediate Past Chair is still a member of the Steering Committee. It just looks like he won't be doing anything.

This is one of many reasons why most members of this forum (myself included) advise against granting any automatic status to the Immediate Past Chair.

10 hours ago, jlinhrst said:

The Board states that they strictly enforce Robert's Rules, but I am curious. Does Robert's Rules allow for Executive Session voting on the hirings of employees without any necessary requirement to document the results of the vote in the Open Session or Open Session minutes? Is this at the discretion of the Board to choose the process for voting on new hires?

Robert's Rules allows for a board to conduct all of its business in executive session, and to keep all of its minutes solely for the board to review, if the board wishes to do so. This is at the board's discretion.

Any limitations on what the board may or may not do in executive session will be found in the board's own rules or in applicable law, not RONR.

1 hour ago, Guest Vonda said:

Five board members:

Topic a Joiner Agreement

1 can't vote because the Joiner Agreement is for his lot

1 abstained because he was not at the meeting when discussed

That leaves three to vote

How many yes votes are needed to pass?

Assuming the remaining three members all vote, two.

It is also not correct that the member who is affected by the agreement can't vote, unless your bylaws or applicable law so provide. So far as RONR is concerned, he should not vote, but he has the right to do vote.

1 hour ago, Guest sara said:

Unanimous consent re: minutes:

is it okay to say "Are there corrections to the minutes?........Hearing none, the minutes are approved as distributed..."

Must I include:  "If there is no objection, 

No. The only way to object to the approval of the minutes is to offer a correction. If there are no corrections, you may declare the minutes approved.

1 hour ago, Guest Curious said:

Our organization voted in favour of a large project, that is set to begin in a few months.

If a member brought forth notice of their intent to move to rescind the motion to move forward with that project, does that put the project on hold until after the next meeting (and the projected start date of the project)? In other words, does that put everything on hold until after the motion to rescind is dealt with? 

No, giving notice of a motion to rescind does not put the project on hold.

1 hour ago, Guest Juanita said:

At our March Board meeting, the members were informed that the various committee's had voted to make several recommendations for vote by the full board. However, the vote would not take place until the April meeting as per our by-laws.

My question is - example: On the April agenda would the proposed budget be placed under the Executive Committee Report or under new business or old business or general business or something else? The proposed budget was voted on at the Executive Committee's March meeting. The Board at their March meeting was informed and give copies to review and that it would be voted on at the April Board of Director's meeting.

Based on the facts provided, it seems to me it should be under the Executive Committee's report.

2 hours ago, Guest Maureen said:

Do you make a motion not do do something?

Some additional details may be helpful, but generally speaking, there is no purpose in making a motion not to do something.

2 hours ago, Guest Claude Soones said:

However reading the minutes and accepting the minutes denies the membership from making corrections and a path forward for the subsequent meetings.

No, it does not. The membership may still make corrections.

2 hours ago, coleche said:

I think I understand that an election may be contested by raising a point of order.  That point of order must be timely.  When the  point of order is raised the Chair would ask for a motion from  the membership to have a recount.  The elections committee (tellers) would do the recount. 

No, the chair would rule on the Point of Order, subject to appeal. A Point of Order is a claim that some aspect of the rules was not followed, not a claim that the count is incorrect. The exact remedy for this will depend on the specifics. If a member wishes for a recount, he simply moves for a recount.

2 hours ago, coleche said:

If a member contest the ballot vote count of her totals (she was candidate and did not win) and ask to review the ballots, is that permissible?  Can she do that in front of the secretary who would have ballots after the election.  Our bylaws do not address the this issue.

The member may request this, but is at the assembly's discretion whether to grant the request.

1 hour ago, ParliamentaryPlayer said:

As I am the committee chair, Is there specific language I should use to have it considered as a whole / consent calendar? I.E. "I would like to make a motion to consider all action items as whole?" or something like that? Thanks!

Edit: I don't believe I can move these action items to a consent agenda as the board agenda has already been made public. (correct me if I am wrong of course!)

If your board has its own rules regarding the consent agenda, then those rules must be followed. I don't know what those rules provide.

Even if it is not permitted to place these items on the consent agenda, I believe it would still be in order to say "Mr. Chairman, if there is no objection, I request that the committee's recommendations be considered as a whole."

12 hours ago, Joshua Katz said:

"...every ballot with a vote for one or more candidates is counted as one vote cast, and a candidate must receive a majority of the total of such votes to be elected...if more than the prescribed number receive a majority vote, the places are filled by the proper number receiving the largest number of votes."

What else can this refer to but approval voting?  A ballot is valid if it contains a vote for at least one candidate.  If there are, say, 6 seats, and I select 10 candidates, my ballot is valid - and gives one vote to each of those candidates, but counts as one vote cast for the purpose of determining majority.  Since no upper limit is specified on how many candidates I may select, I don't see what else would be needed to describe this as approval voting (with a majority requirement).  

I belong to an organization which frequently mixes its ideology with its rules of order, to confusing effect.  They insist on allowing people to select "none of the above" even when voting in this manner, so that a ballot with no candidates selected counts as a vote.  

If there are six seats and you vote for ten candidates, your ballot would be counted as an illegal vote. See RONR, 11th ed., pg. 416.

9 hours ago, Willie Watson said:

Okay, thanks for your answer! But now I am having trouble understanding what sense did it make for the bylaws to create the assembly in the first place! The reason I say this is the EC can perform a preemptive strike on all business by approving it before it gets to the assembly. This leaves the assembly with only the choice of a 2/3 vote to rescind the EC’s decision. What should happen is that the EC should pass all business that does not have to be decided between assembly meetings to the assembly. It should act only on that business that must be decided before the next assembly meeting.

Frankly, this is what some societies want - to elect a board to do pretty much all of the work, but reserve the right to overturn the board on particular matters. If the organization wishes to amend its bylaws to restrict the Executive Committee's powers, it is free to do so. As noted, you could also try to elect board members who share your views.

I would also note that a motion to rescind may be adopted by a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

2 hours ago, Guest FKS said:

The information of Board member misconduct was included in a report about the agency employee. The report was sealed in an agreement with that employee in exchange for separation. The Boards hands appear to be tied unless we can refer to the section of the report dealing with the Board members misconduct. 

If the closed session rules are your only concern, the solution is simply to enter closed session again, which should be done for disciplinary matters anyway.

As for this business of the report being "sealed in an agreement with that employee in exchange for separation," that sounds like a legal issue, not a parliamentary one. RONR has nothing to say about "sealing" reports.

4 hours ago, Richard Brown said:

This brings us back to the statement by Alexis hunt that all other provisions of the chapter XX disciplinary proceedings of RONR remain in effect with the single modification that any member can prefer charges.

Assuming that the disciplinary procedures outlined in the policy and procedures manual have indeed expired, what is your opinion as to whether the chapter XX disciplinary procedures would control with the single modification that a single member can prefer disciplinary charges?

If all that is said in the organization's rules is that a single member can prefer charges, then yes, I would think that the rest of Ch. XX which is still applicable would apply.

4 hours ago, Alexis Hunt said:

"Minimal" in the sense of "no more than is necessary to bring things into compliance with the bylaws". It also depends how someone interprets "file a complaint". I could see someone arguing that that merely amounts to the right to have a complaint studied by an investigative committee, rather than preferring charges, for instance.

Fair enough.

1 hour ago, Guest W. Watson said:

My organization’s assembly consists of the Executive Committee (EC) and 2 delegates from each affiliate unit of the organization. The EC consist of the elected offices of the organization and they currently make up only 4% of the assembly members. We have the following statement in our bylaws:

“the Executive Committee may exercise the authority of the assembly between its regular meetings”

The EC believes that this gives it the authority to act on any and all business that has not been acted upon by the assembly. I believe this is clearly incorrect based on the following argument. If the business is not urgent and can wait until the next assembly meeting, then by the EC acting on it they have taken away the right of the other assembly members to  vote on legitimate business (which can’t be done except via disciplinary action). Could you please comment on my argument before I put it before the assembly. Thanks!

Based solely upon what has been posted, I think the Executive Committee has it right.

It is incorrect to say that "by the EC acting on it they have taken away the right of the other assembly members to vote on legitimate business." The membership may rescind or amend motions adopted by the Executive Committee, based on the language provided,

On 4/15/2017 at 5:55 PM, Guest Linda said:

I am sorry.  I guess I just assume (obviously) that everyone knows what I am talking about.

The PPM is our Policy and Procedures Manual which gives detailed descriptions of the rules for our procedures.  Our Bylaws reference them quite often.  In this particular case, our Bylaws allow a member to file a complaint.  It then references the PPM we don't have  (They expired in 2015) in order to spell out how to handle disciplinary action.  I am assuming since our PPM is not valid, that we revert to RONR for the disciplinary process itself?

What do you mean when you say that the Policy and Procedures Manual "expired?" Is that a thing in your organization's rules? Generally speaking, rules do not expire.

On 4/15/2017 at 5:55 PM, Guest Linda said:

I don't know if this question pertains to this forum but is it common, or a beneficial practice to have the Bylaws deliberately vague to put the actual "how to" in the PPM or is that a bit dangerous?  The Bylaws were changed in 2015 to remove the details regarding disciplinary action which subsequently moved them to the PPM.

It's not unusual, and it normally works out fine. The dangerous part is this business of your Policy and Procedure Manual potentially "expiring." If that is indeed possible, then it would be extremely dangerous to refer to it, since the bylaws might end up referring to a document which does not exist.

On 4/15/2017 at 6:28 PM, Alexis Hunt said:

If your bylaws explicitly adopt RONR as the parliamentary authority, then it seems to me that it would be a sensible to interpret the procedures in section 63 as governing, perhaps with minimal modifications as required by the bylaws such as to allow "any member to file a complaint".

I don't know that I would describe this as a "minimal" modification. Allowing a single member to bring charges essentially eliminates several steps of the disciplinary process.