Josh Martin

23 hours ago, Gary Novosielski said:

I think it would fall under the requirements for requesting leave to read papers.

I suppose that depends on the length and complexity of the results the member wishes to share. He may or may not need to read from papers in debate.

22 hours ago, Gary Novosielski said:

I agree that the president cannot nominate himself (or anyone) in anticipation of a vacancy that has not yet occurred. 

I don't see any problem, as a general rule, with a known vacancy being filled in advance. If a resignation is submitted and accepted, but the resignation does not take effect until a later date, it seems entirely appropriate for the person or assembly empowered to fill the vacancy to do so in advance of the effective date. The appointment will, of course, not take effect until the resignation is effective.

The issue here is that the vacancy does not exist until after the President leaves office. Therefore, he is attempting to fill a vacancy which should rightly be filled by his successor.

22 hours ago, Richard Brown said:

It's the last sentence of the RONR provision, which you omitted but I included, that causes the confusion. It says that " a new body of committee members is normally appointed at the beginning of each Administration."  

That provision is not as clear as it could be. If it is intended as a must rule, rather than a should rule, it should say that a new body of committee members MUST be appointed at the beginning of each Administration.

It may be that it is a must rule rather than a should rule, and in retrospect it probably is intended to be a must rule, but that last sentence creates the doubt.

The rule provides that committee members serve for a term corresponding to that of the officers, or until their successors are appointed. As a result, committee members are normally appointed at the start of each new administration. If this is not done, the committee members continue to serve until their successors are appointed.

21 hours ago, Richard Brown said:

There are several instances in RONR where it makes statements that merely reflect custom or common practice but are not intended to be actual rules.

Yes, but those statements do not include the language "unless the bylaws expressly provide otherwise."

17 hours ago, Guest Ed Mata said:

Can a President, in the last month of presidency, appoint themselves to an office not vacant until the following follow month?

No.

17 hours ago, Hieu H. Huynh said:

Only if the bylaws give the president such power.

Even if the bylaws grant the President the authority to fill vacancies, I don't think the President can fill a vacancy which will not exist until after his term is over.

16 hours ago, Kim Goldsworthy said:

If your president is empowered to appoint that given specific office, then your president is free to appoint himself. -- When the seat is vacant.

Well, no, because when the seat is vacant, this person will no longer be President. If the President fills vacancies, it will be the new President who will fill this vacancy.

21 hours ago, Richard Brown said:

"Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them. In an ordinary society, the members of such a committee serve for a term [page 491] corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide. Thus, a new body of committee members is normally appointed at the beginning of each administration. "

It isn't as clear as it could be whether that provision is in the nature of a rule or a simple statement of the usual way of doing things.  It seems like more of a "should" rule than a "must" rule.  I think it is up to your organization to determine what practice to follow.... or whether to continue with your existing practice, whatever it is.

The rule provides that "members of a committee serve for a term corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide." I don't know how that could be any clearer. If the society wishes for a different term of office for standing committee members, it must "expressly provide" as much in its rules.

On 1/3/2017 at 4:22 PM, Richard Brown said:

Edited to add:  I'm confident that qualifications for holding office must be in the bylaws, but I'm less certain about a qualification for serving as a committee chair.  I'm thinking the same principle applies, but don't know that I have ever seen it explicitly stated.

It seems to me that it depends on how the committee was established. If the committee is established in the bylaws, then I think it would certainly be the case that qualifications for committee chairmanship must also be in the bylaws.

12 hours ago, George Mervosh said:

But isn't it cold comfort that the rule was not validly adopted (though it was crucial for Mr. Brown to point it out)?  From what i see in post #1, they didn't need to adopt a rule at all, they could have simply rejected the nomination of any spouse the President put forth, right?

The intent of adopting a rule, rather than simply agreeing to reject the nomination of any spouse, may have been an attempt to bind future trustees.

On 1/3/2017 at 5:40 PM, Cory said:

Can the president delegate some of his authority to run a meeting to someone else. The designated individual is not a member of the board of directors. If he can what is the correct procedure to accomplish this. 

If we're talking about the President appointing the chairman during a meeting, he may do so, provided that he has the consent of the Vice President and the assembly (majority rules). The President may not appoint someone to preside in advance of a meeting.

I don't know what you mean by "some of his authority to run a meeting." You're either the chair or you're not. There's not really a middle ground.

1 hour ago, Guest bob said:

i apologize to all those who responded to my previous question titled misguided club. the few officers remaining want to keep theses positions unfilled. are they able to do that?

What do your bylaws say about filling vacancies?

22 hours ago, Guest Anne said:

We  have a sitting board member whose brother-in-law (who also sits on the board) may be facing  charges due to a criminal investigation into park finances. If charges are in fact laid against his brother in law some people are saying he also would have to step down off the board. Is this in fact true? How can he be blamed for the actions of his brother in law???

Whether the board member can be blamed for the actions of his brother-in-law is more of a philosophical question, but so far as RONR is concerned, the board member would not have to step down even if he was the one facing criminal charges. Resignation is a voluntary act. If the board wishes to remove him against his will, it will need to review its bylaws, and possibly applicable law (it sounds like this may be a public body). If both of these are silent on the subject, see Ch. XX of RONR.

The board member also does not have to recuse himself, but RONR says that a member should abstain from voting on any question where he has a personal or pecuniary interest not in common with other members. If this is a public body, applicable law may also say something on the subject.

On 12/31/2016 at 0:16 AM, Rev Ed said:

But the motion to come out of Executive Session seems far more simple - either you want to end Executive Session or not.  I know I am missing something here, but I don't know what it is so I am asking.

Is it simple? Suppose that, during the discussion on the issue, some members change their minds about whether the topic they are discussing should, in fact, be considered in executive session and they wish to continue the discussion in open session. Alternatively, suppose that, upon concluding discussion of this topic, a member wishes to introduce a motion regarding another topic of a sensitive nature.

On 12/30/2016 at 8:30 PM, Guest Zev said:

I am told by the OP that a mistake was made by the Board during one of their meetings. I do admit that I cannot determine what these candidates are. Does the Board elect them directly or is this in the form of a recommendation that they report to a higher body? If this constitutes a report of some kind to the assembly then my original comments stand. However, if this is something exclusively under the control of the Board, then the timely Point Of Order is indeed required.

I disagree. Based on the facts described, a Point of Order would need to be raised at the time of the vote regardless of whether this is a recommendation to a higher body. If the higher body has not yet voted, then members could certainly take the fact that this person did not receive the required vote into account when determining who to vote for, but it is too late for a Point of Order.

As I understand the facts, however, the board did make a recommendation to the general membership, but the membership has already voted, so it seems even more clear that a Point of Order regarding the vote at the board meeting is no longer timely.

Additionally, as a technical semantic point, it is a common mistake to say that a Point of Order does not need to be timely if there is a continuing breach. Actually, a Point of Order always needs to be timely. If there is a continuing breach, the Point of Order is timely at any point during the continuance of the breach. In other cases, the Point of Order must be raised promptly after the breach occurs to be timely.

On 12/31/2016 at 0:09 AM, Rev Ed said:

I do too.  Why can't one of the remaining Board members simply not take on the position of 'Treasurer' if for no other reason than to write cheques.

I assume that "not" shouldn't be there. Mr. Goldsworthy's hypothetical situation was regarding an organization where the process of filling vacancies is lengthy, and was referring to having someone write checks until the vacancy can be filled.

7 hours ago, BCCP BOARD said:

During a Board meeting, a vote was held to approve a candidate for a leadership ,position. A mistake was made. Instead of the candidate being approved by a 2/3 majority of the entire Board (as is mandated by the bylaws), the candidate was approved a 2/3 vote of the voting members of the Board. A number of abstentions created this scenario. The candidate was then declared approved by the Board. There is now a heated debate as to who is ultimately responsible for this error. 

The board is ultimately responsible for this error. The chair made an error in declaring this person approved, but the board members also erred by failing to raise a Point of Order.

2 hours ago, Guest Zev said:

As far as I can tell the ultimate responsibility for ensuring that the bylaws are complied with rests with the assembly. I see no reason why Mr. Huynh's advice cannot be followed and at the next assembly meeting someone can raise a Point Of Order, the chairman renders a decision, an appeal moved and the chairman's decision is reversed if necessary, and the problem then goes away.

Well, one reason this may be a problem is that a Point of Order may no longer be timely. Based on OI 2006-18, I believe that it is not. The rule does require a 2/3 vote of the entire membership, but it seems that at least 2/3 of the entire membership was present, so the rule does not protect absentees in this instance. Therefore, the general principle still applies that a Point of Order regarding this issue must be raised at the time.

13 minutes ago, Richard Brown said:

I gather that does seem to be what Kim is saying, but I disagree with that interpretation.  Kim's interpretation wreaks havoc with the bylaw provision that one third of the directors shall be elected annually.  It is simply not compatible with that provision.   I also still maintain that it is ultimately up to this society itself to interpret its own bylaws.

I think Kim is simply saying that the person appointed by the church council serves until the annual meeting.

8 hours ago, Guest Pete said:

We are an existing non profit. Our board wants to put the names of the people in our bylaws that are in charge of committees or founders of fundraisers.

Are their any roberts rules citations or bylaw guidelines that says you don't put names in your bylaws for these purposes.

Nothing in RONR says anything on this particular subject, but I concur with Dr. Stackpole that it's a bad idea. Do you really want to amend the bylaws every time you want to change committee chairs?

Founders wouldn't be as big a problem, I suppose, since that won't change. I've seen some organizations do that.

9 hours ago, Kim Goldsworthy said:

You prefer the term "interim treasurer"?

I do not.

No, that's even worse.

I don't see why a formal title is needed at all.

6 hours ago, Kim Goldsworthy said:

>> What is this "Pro Tem Treasurer" you speak of?

If the treasurer dies, and if no election is possible before bills are due, then, nonetheless, the organization is still obligated to pay its bills, and the organization is still free to pay its vendors, even if no elected treasurer is in place.

In such a case, the organization will need a place-holder party to write the checks, until a proper election can be held to fill the vacancy of treasurer.

Who is this place-holder party? -- It would be a pro tem treasurer. -- A person who is authorized to pay the bills of the organization until the vacancy is filled.

Remember, some large organizations can take months to fill a vacancy. In those months, the bills which are due in 21-28 days will risk becoming overdue.

Even assuming this is necessary (large organizations usually have people other than the treasurer authorized to write checks, such as other officers, or staff members) I think giving a person who is simply authorized to write checks the title of "Treasurer Pro Tempore" is misleading. The offices of Chairman Pro Tempore and Secretary Pro Tempore refer to officers which serve solely in the context of meetings.

3 hours ago, Kim Goldsworthy said:

In theory if 100% of your elected officers were to die simultaneously, the organization would still continue.

You would put in place:

   • A pro tem chair.

   • A pro tem secretary.

   • a pro tem treasurer.

You don't automatically dissolve as an organization, if that is what you feared.

What is this "Pro Tem Treasurer" you speak of?

3 hours ago, Guest bob said:

can a social club operate legally without a vice-president, secretary, and treasurer?

I concur with the above responses, and would add that until the office of Secretary is filled, a Secretary Pro Tempore will need to be elected at each meeting (or for a longer period, if previous notice is given of the election).

28 minutes ago, NancySkiff said:

Thank you for all your comments.  I can assure you that Josh is correct; the violation was not "minor".  I was defending myself from false statements made in a letter that the Board distributed during the meeting and the Vice President read out loud for all in attendance.  I was not shown the letter before the meeting and it was not on the Agenda.  The letter was libelous and once read probably became slander.

I have talked to the President about adjourning the meeting while I was speaking and he insists he did no wrong.  

Again, thank you for the time you spend on answering these questions.  They are very helpful and I appreciate all the work you do.

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.

3 hours ago, Daniel H. Honemann said:

But what do you mean by this?

Is it currently understood that, when the ballot vote is taken, voters will be instructed to vote for up to three nominees (as they would be if there were, say, six nominees), or will they be instructed to vote for only two of the three nominees to fill the two full terms which have just expired?

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.

7 hours ago, Weldon Merritt said:

Thanks, Josh. You have confirmed my thinking on the issue. To take it a bit further, even though the requirement for a ballot vote can’t be suspended, do you think the method for choosing which candidate gets the short term could be?

If we conduct a ballot vote and one of the candidates has a lower majority than the other two, then that candidate gets the short term. End of story. But say we have a three-way tie (or for that matter, a tie for the lowest majority). At that point, could the candidates agree on which one is to receive the short term (or on an alternate method of deciding), to avoid having to do repeated balloting?

It seems to me that the requirement for a ballot vote and the method for choosing who gets the short term are both rules of order. RONR specifies that the requirement for a ballot vote cannot be suspended, but I am not so sure that would be true of the method for choosing who gets the short term.

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

1 hour ago, Richard Brown said:

And that person, once selected, is called the Chair (or chairman).  Well, technically he is chairman pro tem... for the purposes of that one meeting.  That "branch" would have to elect a chairman pro tem at every meeting as long as it has not elected a permanent one.

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

4 hours ago, Godelfan said:

I don't see why it would be effectively a motion to adjourn.  The meeting is not ending.

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.

4 hours ago, Daniel H. Honemann said:

But let's say that the motion that was adopted to go into executive session was to do so in order to consider and vote upon a certain proposal, and the motion is made to end the executive session before that proposal has been disposed of. Won't this motion to end the executive session require more than a majority vote for its adoption?

Yes, sure it will. 

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?

5 hours ago, Weldon Merritt said:

I am pretty certain that I already know the answer to my question, but I wanted to post it here to see if any of my colleagues could see a way around the problem. The issue is that the recently revised bylaws of my church specify:

The election shall be by ballot if there are any partial terms to be filled or there are more nominees than positions to be filled, with majority being necessary to elect.…. The nominees receiving the largest majorities will be elected to full three year terms. The candidate receiving the next largest, majority will be elected to the longest unexpired term, if any, and so on until all terms are filled.

At our coming annual meeting in February, we will have two full terms and one unexpired term to be filled, and we have a total of three candidates (one of whom will be the member who was appointed to the unexpired term in the interim). Normally, with three candidates for three positions, our bylaws would not require a ballot vote; but because one of the positions is for an unexpired term, a ballot vote is required.

The board was intending to simply have the appointment to the unexpired term ratified at the annual meeting. But by my reading of the above provision, I believe that simony ratifying the appointment is not sufficient. Instead, I believe that a ballot vote must be held, with which candidate receiving the unexpired term determined by the result of the vote.

I know that we don’t interpret bylaws here, but my question is whether anyone sees a way around the apparent requirement for a ballot vote in this circumstance. The member appointed in the interim is perfectly willing to take the short term (and in fact, thought that would be automatic). And prior to the recent revision, a ballot election would not have been required in this circumstance. Instead, the member receiving the unexpired term would have been determined by the board itself after the election (either by agreement among those elected or, failing that, by lot). Also, for whatever it is worth, our bylaws disallow nominations from the floor unless at the time of the election there are fewer nominees than positions to be filled. (There is an alternate way for someone other than those nominated by the Nominating Committee to be nominated ahead of the meeting.)

As I said, I am pretty sure that my interpretation is correct, but I just want to see if anyone else sees a way around it.

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.