Josh Martin

It strains belief that the bylaws are "entirely silent" regarding the powers of the board, but in such a case, all motions adopted by the membership are fully binding upon the board, and the board has no authority to do anything without direction from the membership, unless something in a higher-level rule (such as applicable law) provides otherwise. The bylaws will generally say something about the powers of the board, however vague that statement might be. RONR does say that in stock corporations, the board is the supreme authority, and the membership just gets the powers the bylaws assign them. Motions adopted by the members would just be recommendations. For all other organizations, the situation is reversed - the membership is the supreme authority, and the board only has such powers as the bylaws assign to it. The fact that the assembly and the board are "creatures of legislation" doesn't change anything so far as RONR is concerned, but the legislation in question may have its own rules on the subject, and such rules would take precedence.

I think it is correct that simply notifying members that a general revision to the bylaws shall be proposed is not sufficient notice, but it may still be possible to act upon the proposed revision at the February meeting. The bylaws committee, after completing its work, could ask the Secretary to include the required notice in the call of the meeting.

A member could give notice that he intends to make the motion anew, provided that the original motion is withdrawn.

An incomplete election can result in a vacancy. A vacancy is whenever there is no one in an office. Depending on how the bylaws are worded, an incomplete election may have that effect. Nonetheless, I agree that there is no contradiction. The assembly is not beginning a new election, it is completing an election which has already begun, and for which there is already some form of notice - either notice to fill a vacancy or the fact that the bylaws specify when the regular elections shall be held. In much the same way, the fact that notice is required for a special meeting does not mean notice is required for an adjourned meeting, and the fact that previous notice is required for certain motions does not mean notice must be given again if that motion is postponed.

At least so far as RONR is concerned, I do not think it is proper to open nominations from the floor at a board meeting when the election is conducted by the general membership. It would be proper to take such nominations from the floor at a meeting of the general membership, if such a meeting takes place prior to the vote. With that said, it appears that the organization's rules require the nominating committee to submit its nominations to the board before mailing them to the members. There is presumably some reason for this requirement, and that reason might be to permit the board members to make additional nominations. This is, however, a question of interpreting your organization's rules, which is up to your organization.

I don't understand how absentee votes came into this. Neither of the proposed wordings would permit absentee votes. That would need to be specifically stated in the bylaws. I also don't see how absentee votes would help anything. What you really seem to be getting at is that the proposed wordings would mean that blank ballots could be used to prevent an election, and this is correct. In the event that no candidate is elected, however, another round of voting is immediately held, so this doesn't really accomplish anything except making your elections take longer. Ultimately, if you want to prevent this person from being elected, you should elect someone else. If you need to stall for time to find candidates, a member may move to postpone the election. Majority rules. If you are unable to find any candidates and still insist on refusing to elect this person, you've apparently decided it doesn't really matter if this position is filled, so perhaps you should consider amending the bylaws to eliminate the position. That would solve the problem.

Elect someone else as Treasurer. The Executive Committee (which appears to serve as your organization's nominating committee) should meet again to find a new nominee for Treasurer. Additionally, nominations from the floor and write-in votes are in order.

The assembly may certainly prohibit non-members from attending. If by "members in good standing" you mean members whose rights are not under disciplinary suspension, then yes, members who are not "in good standing" may also be prohibited from attending. If you mean something else by "members in good standing," please clarify.

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.