Josh Martin

On 4/18/2024 at 5:13 PM, Casey239 said:

I'll use my situation= no one was in that office of president-elect for the last 2 years and now with a new election which we just held, no one stepped up for the position of president elect for this term either.

Since this is a persistent problem, your organization might wish to consider whether to amend the bylaws to remove this position.

On 4/18/2024 at 5:13 PM, Casey239 said:

So the election should not have been held and completed ? 

No, the election must still be held. But the election isn't "completed." An election isn't complete until you elect someone.

I think we are perhaps speaking past each other. I believe you are using the term "election" to refer collectively to electing all of the officers. I am using the term "election" to refer individually to the election of a particular officer.

On 4/18/2024 at 5:13 PM, Casey239 said:

I read your response as stating that the group should have delayed the election until we found a president elect. If that is the correct reading, then it seems that all the other commissions would suffer as would the membership.   ??

No, that's not what I'm saying. I apologize for any lack of clarity.

When I referred to "the election," I was referring solely to the election for the office for which no person is elected (in your case, the office of President-Elect). The elections for all of the other offices are unaffected. The assembly can and should complete those elections.

With respect to the office where there are no volunteers, the assembly should still attempt to hold that election. If no one is elected, however, that election is incomplete. As a result, that office - and that office only - will remain vacant until the assembly completes the election and elects someone to that office.

Because, however, this office has now been vacant for over two years, the organization may want to take a closer look at amending the qualifications and duties of this position, or even amending the bylaws and just getting rid of the position.

On 4/18/2024 at 9:27 PM, Rob Elsman said:

The exceptions I am referring to are found in RONR (12th ed.) 25:7ff, which do not include rules that are "...clearly identifiable as in the nature of rules of order that are placed in the bylaws...", RONR (12th ed.) 2:21.  Such unexcepted rules of order that are enshrined in the bylaws are clearly suspendable by a two-thirds vote.  If a society is going to create a different species of unsuspendable rules that would otherwise be suspendable (2:21), then using the term of art, rules of order, to describe them is not proper, because rules of order are, with certain exceptions (25:7ff), inherently suspendable.  Outside the set of the certain exceptions (25:7ff), no unsuspendabe rule can be properly called a rule of order.

The present case raises other very serious difficulties: for example, does even the smallest violation of one of these "unsuspendable rules of order" that results in the adoption of a main motion constitute a continuing breach per the exception found at RONR (12th ed.) 23:6, item (a)?  It sure sounds like it.  But, this is just silly.

No one disagrees that it's silly. But notwithstanding this, the bylaws take precedence over Robert's Rules of Order, and if the bylaws provide that no rules in the bylaws can be suspended, full stop, it seems to me the bylaws mean what they say.

Now, I will of course add that it is ultimately up to the organization to amend its own bylaws, but the facts presented at this time are that the bylaws say "These bylaws may be amended only. They shall not be suspended," which seems pretty clear to me.

On 4/18/2024 at 5:29 PM, Dan Honemann said:

When members participating in a board meeting are muted, the group that is meeting does not constitute a deliberative assembly (see 1:1, 9:31, 9:34).

I have some follow-up questions on this. Because setting aside this particular situation, I am very concerned about an extreme version of this view making all Zoom meetings impractical.

First, is it your view that, in order to constitute a deliberative assembly as is defined in 9:31, members must be unmuted at all times, or simply that they must have the ability to unmute themselves if they choose?

If board members could be muted by the chair on an as-needed basis (due to disruption or background noise or whatever), would that be permissible? (I am assuming the answer is "yes," since the sample rules in the appendix provide for this option.)

What exactly distinguishes this from controlling access to the microphones in a large convention hall? While strictly speaking, persons who do not have access to the microphones are not "muted," it is still the case that such persons will not be able to heard by the vast majority of persons present.

Assuming that meetings of this nature are authorized in the bylaws or applicable law, even if adopting rules of this nature would mean that the meeting does not, strictly speaking, constitute a deliberative assembly, does this fact mean that the rules in question may not be adopted except by an amendment to the bylaws? Or does it simply mean that the organization has deviated in some manner from the deliberative assembly defined in 1:1, and therefore the rules in RONR will not be fully applicable?

"The rules in this book are principally applicable to meeting bodies possessing all of the foregoing characteristics. Certain of these parliamentary rules or customs may sometimes also find application in other gatherings which, although resembling the deliberative assembly in varying degrees, do not have all of its attributes as listed above." RONR (12th ed.) 1:2

Generally, it is my view that in order for a Zoom meeting to be at all functional, the following should be imposed on members, at a minimum.

• Even if members have the ability to unmute themselves, members should be instructed to remain muted unless they are presently speaking, or seeking recognition to do so.
• The chair (or persons assigned to this task) should have the ability to mute members if needed.

In many assemblies, this may be sufficient, but my experience is that even stricter audio controls may well be necessary in assemblies where one or more of the following is true:

• The assembly is particularly large
• The assembly has a number of members who have a tendency to speak without being recognized
• The assembly has a number of members who are not particularly familiar with technology

Generally, my view is that so long as mechanisms exist for members to be exercise their rights as members, such as mechanisms to obtain recognition and to make interrupting motions, and those mechanisms are applied appropriately, this still constitutes a deliberative assembly.

It appears there is a suspicion that the mechanisms in this case will not be applied appropriately, and that the chair may abuse this power and refuse to recognize persons who should be recognized. To the extent this is correct, I think that is very concerning, but I do not find the rules themselves to be concerning. I am also in agreement with Mr. Brown that any rules in this matter must be adopted by the board itself, not by the chair acting alone.

On 4/16/2024 at 7:18 PM, Guest Peter Deg said:

I understand that normally the presiding officer can be removed even if the bylaws state that a duty of the presiding officer is to preside at all meetings.    Our bylaws state that. I understand that under RONR you can suspend things in the bylaws that are clearly in the nature of a rule of order.  However, the bylaws of my organization state:

"These bylaws may be amended only. They shall not be suspended."

I'm not a fan of the last sentence.  And to amend the bylaws requires 14 days notice as well as the two thirds vote.   So, with bylaws as written, can we remove the president or have our bylaws superseded RONR at this point and forbid suspension.

Well, then I think you have your answer. If the bylaws provide they cannot be suspended, period, then I would assume the bylaws mean what they say.

This is an extremely ill-advised rule, but nonetheless, the organization is obliged to follow this rule unless and until it is amended.

On 4/16/2024 at 7:45 PM, Joshua Katz said:

Suspend this rule, which is in the nature of a rule of order, then suspend the one you want to suspend. And amend this out, when you get around to it.

So to be clear, your suggestion is to just ignore what the bylaws say?

On 4/17/2024 at 9:51 AM, Rob Elsman said:

Insofar as the bylaw prohibits the suspension of a rule of order enshrined in the bylaws, such a prohibition is in the nature of a rule of order that is suspendable. 😂

If the bylaws, however, provide that the bylaws cannot be suspended, period, without the rule of order exception contained within RONR, the rule in the bylaws takes precedence over RONR.

On 4/17/2024 at 8:17 PM, Joshua Katz said:

Even assuming, a safe assumption, that everyone is right and I am wrong, why in particular is that absurd? Bylaws can say false things. You can adopt a bylaw that the sky is green. More seriously, many years ago we all, I think, eventually agreed that a bylaw saying "there are no rules of order and no points of order are permitted" would be ineffective, since there would be no way to stop someone from raising a point of order that would not, itself, violate that rule. So that rule simply states something false. Why can't this rule?

But I do not agree that these rules are "false." They're stupid, but they're not false. A society is entirely free to adopt rules doing all sorts of stupid things, including prohibiting suspending any rules, prohibiting any points of order, and so forth.

This seems to be similar to the long-running debate we have had on this forum over whether a society can adopt rules saying the bylaws cannot be amended, and we tended to fall into two camps of "Yes, you can do that, but it's stupid" and "No, you can't do that, because it's stupid."

On 4/18/2024 at 9:05 AM, Guest E-Board said:

Can a motion to frivolously spend an organization's funds be ruled out of order for the reason of financial responsibility?

Generally speaking, no.

I suppose one might imagine particularly ridiculous circumstances where the chair might rule a financial motion out of order on the grounds that it is frivolous or absurd or contains no rational proposition. But a motion cannot be ruled out of order simply on the grounds that it is financially irresponsible.

On 4/18/2024 at 9:05 AM, Guest E-Board said:

For example if a member rises to make a motion that everyone present gets $1000 for attending the meeting? Can that be ruled out of order because itis not financially responsible for the organization?

No, the motion cannot be ruled out of order (at least not for this reason).

On 4/17/2024 at 10:11 AM, Guest Juanita said:

We have a board member who is up for reelection to the board. Our board year runs May 1st through April 30th. He initially agreed to be reelected. The Nominating Committee met and voted to recommend to the board this person to be reelected. Voting will take place on Thursday. We received an email yesterday that he is resigning from the board effective April 31st.

What is the simplest way for us to handle this situation. Go ahead and reelection him, then under new business state that he is resigning as of April 30th. We just need a simple, yet legal way to handle this situation. Our by-laws do not address a situation such as this.

So I'm not entirely clear on what the purpose of re-electing this person would be, since it seems he would be resigning immediately.

I would advise that the person withdraw from the election and you all elect someone else who actually wants to serve.

But if you for some reason do elect this person, I guess the solution you propose makes sense.

On 4/17/2024 at 9:04 AM, Guest alan said:

The situation: We were conducting a convention, and there was one item of business left on the agenda. At that point, a member moved to adjourn sine die. The chair ruled that the motion was in order.

Since the motion dissolved the assembly, I think that may have been an error. Although there was no "pending motion" on the floor, I think the remaining item would count as "pending business", and therefore the motion would be out of order.

Is my interpretation correct?

No. The chair ruled correctly. An item which is on the agenda but which has not yet been reached is not pending.

On 4/17/2024 at 9:04 AM, Guest alan said:

Basically, I'm trying to confirm (for purposes of this question) that "pending business" is different from a "pending motion".

I don't think this is correct, but even if it was, the remaining item was not pending.

On 4/18/2024 at 2:05 PM, Guest Ikonoblast said:

In our instance, the board voted against a membership committee recommendation to change a provision in the bylaws. At the membership meeting, all board members voted as members to support their position again. This seems wrong. Please tell me why.

I can't speak to whether your bylaws provide that the membership committee's recommendation in this matter goes to the board first.

But to the extent that is how it works in your organization, it isn't wrong. Board members retain their rights as members of the organization, and are free to vote at a membership meeting, notwithstanding that they may have previously voted on the issue as a board member.

On 4/17/2024 at 5:36 PM, Guest james.dawson@snhu.edu said:

Is it proper to allow a member of the national organization (not your particular sub organization) to sign meeting minutes. I know this is weird, but it happened. 

I don't think I fully understand the scenario or the question.

There is certainly no rule requiring anyone other than the Secretary to sign the minutes. I suppose it is not improper for other persons to sign the minutes, if the organization wishes.

On 4/17/2024 at 5:36 PM, Guest james.dawson@snhu.edu said:

The second one is just as strange. The person who is the senior member of my organization is bound by our by-laws to gather nominations for various positions within the organization, send out nomination ballots to all members and then have election ballots out to all members. One position did not come up for nominations. What happens to the position if no one is nominated?

Oh, that's not strange at all. It happens all the time.

If no one is nominated for the position, then write-in votes are still in order. If no one is elected to the position, then depending on how the term of office is defined in the bylaws, either 1.) the person currently in the office will continue to serve until the election can be completed at a later time or 2.) the position will remain vacant until the election can be completed at a later time.

On 4/17/2024 at 1:31 PM, Guest Andy E said:

Would any and all motions regarding the special convention minutes fall within the notice exceptions found in RONR 9:15 ?

As you'll see in the other thread, it's a bit of a gray area. I certainly would not say that "any and all motions regarding the special convention minutes" fall within those exceptions. As to whether a particular motion falls within those exceptions, it's a judgment call.

On 4/17/2024 at 8:42 AM, Guest Andy E said:

At our latest board meeting, the Chair came up with this new process for Zoom meetings:

• Chair  notes that meeting participants will be muted by default, with hand raises noting a desire to speak, and the “X/no” or “Ta-da” emoji noting a desire to make an interrupting motion

• Note - Chair then clarified that an additional emoji could be used to second a motion.

First, electronic meetings cannot be held at all unless authorized by your bylaws or applicable law.

Assuming they are authorized, I am not concerned by these rules. These rules are not at all unusual. Many organization adopt rules of this nature for meetings held over Zoom. Rules of this nature are quite frequently necessary for Zoom meetings in order to make the meetings manageable. So long as there are mechanisms for members to obtain recognition, speak, and make such other motions as necessary, it's all good.

I would also note that these rules are not really entirely dissimilar from in-person meetings. At in-person meetings, there are quite frequently procedures in place for members to access the microphones.

Now if the organization doesn't like these rules, it's free to adopt others. But I don't see anything inherently wrong with these rules.

I do strongly recommend some level of control over microphones for the chair and the chair's assistants for Zoom meetings. It's going to be an absolute disaster otherwise.

On 4/17/2024 at 8:42 AM, Guest Andy E said:

So would having all board members muted by default be a violation of this section of RONR ?

No.

On 4/17/2024 at 12:39 PM, Tomm said:

So too be clear, are you saying the rules need to be approved by the entire group by virtue of a discussion and vote rather than by allowing the rules to be made-up by a single person (i.e. chair)?

Yes, I think that is correct.

On 4/17/2024 at 1:16 PM, Guest Andy E said:

I should add that this ruling was challenged and then upheld by a majority vote of the board.  One board member then stated that they were violating RONR 9:31

Then it appears the board has determined that the board is not violating RONR (12th ed.) 9:31. Which I think is for the best, because I agree.

On 4/18/2024 at 3:07 PM, Chris Warren said:

The vote was a tie, meaning the motion to approve the amendments failed.

Well, this is certainly correct, but ordinarily a tie vote on a constitutional amendment means the amendments failed by a wide margin, as typically amending the constitution requires a higher vote (such as a 2/3 vote).

Is a majority vote sufficient to amend your constitution?

On 4/18/2024 at 3:07 PM, Chris Warren said:

Is it true that when a motion is defeated that means no action has been taken?

No.

On 4/18/2024 at 3:07 PM, Chris Warren said:

I found in another question on this forum that in the case of whether a defeated motion should be recorded in minutes, "defeated motions constitute a decision of the assembly."

Yes, this is correct. By defeating a motion, the assembly has decided not to do whatever the motion proposed. In this case, the assembly voted not to approve the constitutional amendments.

On 4/18/2024 at 3:07 PM, Chris Warren said:

My stance is that since the Synod ruled that the vote was not out of order, the original vote should stand.

This seems reasonable to me.

On 4/18/2024 at 3:07 PM, Chris Warren said:

If it is to be overturned that would require rescinding an action already taken, since voting on the constitutional amendments required reporting to another body (our General Assembly). That means even though the motion to approve the constitutional amendments was defeated, an action occurred.

Well, this isn't the sort of "action" that RONR has in mind. But in any event, I am inclined to agree that, based upon the facts presented, what happened is:

• The moderator ruled that the vote was invalid and a new vote must be taken.
• This was appealed to a higher body, which ruled that the vote was valid and it stands.
• This was appealed to an even higher body, which appears to have ignored the question.

RONR does not have a multi-step appeal process like this and therefore does not address this issue, but I think you are correct that the decision of the highest body which ruled on this issue stands as the judgment on this matter at this time.

I do not agree, however, that anything would need to be "rescinded" in this matter. When a motion is defeated, the motion may be introduced anew, under the appropriate procedures. The motion to Rescind is applicable with regard to adopted motions. And if there is a concern regarding validity, a Point of Order and Appeal are the appropriate route to handle that. (This appears to have already occurred, and the determination was that the vote was valid.)

On 4/18/2024 at 1:50 PM, Angie N said:

In our organization the Parliamentarian is an elected position and is also chair of the bylaws committee and member of the executive board.  I understand that the Parliamentarian in general should remain impartial and not participate in debate and voting unless by secret ballot. Does this still apply as a board member and chair of bylaws? If possible,  can someone tell me where I  can find the answer in RONR also? Thank you so much!

I think this is a question your organization will have to answer for itself. Your organization has chosen to have the parliamentarian also serve as a board member and as Chair of the Bylaws Committee. It may well be your organization determines that, as a consequence of these additional duties, the parliamentarian should be relieved, in whole or in part, from the responsibility of maintaining the appearance of impartiality. But RONR can't answer that for you, because this issue is due to a rule your organization has created.

I might suggest there may well be a "middle ground" in this regard. I could see a reasonable argument that, for instance, the parliamentarian would participate fully at board meetings, but would refrain from exercising the rights of membership at membership meetings except with respect to amendments to the bylaws, in order to fulfill his responsibilities as chair of the bylaws committee.

On 4/16/2024 at 7:31 PM, Guest Peter Deg said:

Our organization has a policy that states that after the annual fundraiser is held, 50% of the income goes to the Youth fund and 50% goes to the Benevolence fund. 

Our Board would like the membership to consider  suspending that rule and just for this year (we don't want to rescind or amend something previously adopted, we like the rule in general).  The motion would be "suspend the rules for the  annual fundraiser so that 50% of the income goes to offset the deficit, 25% to the Youth fund and 25% to the Benevolence fund."

We understand that the motion to suspend the rules is not debatable.  We are also in agreement that we would like to have debate on this motion.  Is there a way to do that?  "Suspend the rules both that suspending the rules is undebatable and rules of  the annual fundraiser policy so that 50% of the annual fundraiser income goes to offset the deficit etc..."

Are we grasping at straws here in trying to have our cake and eat it too?  Or is there another way to frame the motion? "amend the previously adopted motion by inserting "except for 2024 when 50% of the income goes to offset the deficit..."

The rule in question cannot be suspended.

You could, however, use a motion to Amend Something Previously Adopted to create an exception to the rule, and that motion would be debatable.

On 4/17/2024 at 8:56 AM, Guest Peter Deg said:

Thanks for the help.  Essentially the issue seems to be that we have a rule that has force outside of a meeting and can't be temporarily suspended.  At the same time, let's say, over 10 years, where we want to ask the membership to allow an exception to the rule maybe 3 times, we don't want to have a policy that has several amendments like "except in 2024 the percentages will be, and in 2027 the percentages will be."  Of course, in 2027 we could strike the 2024 language when adding the language for that year if we again amend something previously adopted.  

If the assembly wishes to provide a mechanism for this rule to be suspended, the organization is free to amend the rule to provide as much.

On 4/17/2024 at 8:56 AM, Guest Peter Deg said:

I'm thinking now that the motion could be amended to read "in 2024 the allocation of income from the annul fundraiser will be 50% to offset the deficit, 25% to the Youth fund and 25% to the Benevolence fund and in future years. Unless a two thirds vote of the membership determines another allocation, after the annual fundraiser is held, 50% of the income goes to the Youth fund and 50% goes to the Benevolence fund. 

Yes, this is permissible, although for clarity I would suggest the language "Unless the membership, by a two-thirds vote determines another allocation..."

On 4/17/2024 at 1:23 PM, Guest Guest said:

The presenters are trying to say that if the budget should pass, then our dues must increase to be in "conformance" with the new budget and they will just increase them.

Unless your bylaws provide for this unusual procedure, this is all nonsense.

Ordinarily, if the dues are included in the bylaws, then the bylaws must be amended to increase the dues.

On 4/17/2024 at 1:23 PM, Guest Guest said:

They are using RR 12th Edition, 12:15 as their back up.  I do not think this is the intent of that section nor can you change a by-law without following all of the requirements of our amending our by-laws that are existing rules. Can this section be used in that manner?

What is said in 12:15 applies to a situation where there is a need for conforming amendments within the same document. It does not give license to modify some other document, especially if the other document has a higher threshold for its amendment.

On 4/17/2024 at 2:47 PM, Guest amy.wilkens@KentOhio.gov said:

If this passes, can a member make a motion to table the first reading? He said he would like to table this, but I am thinking he would like to postpone the reading instead. Which is correct?

I don't know what the member's objective is, so I can't say what motion would be appropriate, but I would suggest reviewing FAQ #12 and FAQ #13 and see if that helps any. It is certainly correct that the motion to Lay on the Table is frequently confused with the motion to Postpone to a Certain Time.

To the extent the intent is to postpone the consideration of the proposed ordinance, it would generally be in order to do so.

On 4/17/2024 at 2:11 PM, Shear70 said:

I  would truly appreciate the opinions of any of you on this forum regarding whether, based on the below bylaw provisions, we are subject to the requirements of Article XX, Chapter 63, including an extensive evidentiary trial. 

....

"SECTION5. ROBERT’SRULESOFORDER BL3.5.1 Unless otherwise provided for these Bylaws, Robert's Rules of Order (latest edition) shall govern the conduct of all meetings."

No.

On 4/17/2024 at 2:11 PM, Shear70 said:

If your answer is no, Section 62.16 doesn't require a Section 63 procedure: does the fact that we didn't define "for cause" change your analysis?

If your answer to that is no, do you have a suggested procedure we should follow?

I don't think what 62:16 says matters. Your bylaws themselves provide their own (very brief) procedure for discipline, which is:

"Elected Leadership Officers or Members may be removed for cause by a two-thirds (⅔) affirmative vote of the Members when a quorum of two-thirds (⅔) is present."

The fact that the provision includes the words "for cause," in and of itself, does not mean that formal disciplinary procedures are required.

It would seem to me that the procedure in this matter would be the same as any other main motion, except that a higher vote threshold (and apparently a higher quorum) is required.

On 4/16/2024 at 12:28 PM, Guest Lisabee said:

When typing the minutes of a meeting, does a person's title (rank and grade) have to be entered each time the person's name is mentioned or is once in a paragraph enough?

RONR does not require “a person’s title (rank and grade)” to be recorded in the minutes at all.

On 4/16/2024 at 9:32 AM, Guest Sondra B. said:

After we voted about this over a week ago, can this motion to vote again be reintroduced?

Yes, by means of a motion to Amend Something Previously Adopted.

On 4/16/2024 at 9:32 AM, Guest Sondra B. said:

Is coercion to change a motion after it has been voted on legal?

It’s not clear to me what “coercion” is alleged to be occurring here, but in any event, this is a question for an attorney. To the extent the question is asking whether any rule in RONR has been violated, this does not appear to be the case.

On 4/16/2024 at 2:11 PM, Guest Sondra B. said:

However, there have been instances where this person has manipulated the chairman of the corporation (who is 90 years old with very little experience in legal matters) and have gotten them to sign paperwork and contracts without a thorough understanding of what they are signing. We have not been notified of these instances until after it happens, and even then, we are denied any requests for copies of said contracts. Any attempts to address this (from several in the corporation) have been ignored. 

Well, it may be desirable to seek to remove the person at issue from office, or seek legal advice concerning this matter, but in any event, the fact remains that the board can change its mind on these decisions if it wishes to do so.

On 4/16/2024 at 6:07 PM, Guest Curious2answer said:

The position is head of a committee and they volunteered to do it along with at least 5 committee members.  Our bylaws do not address this position so there is no set term either.

So how was this committee created? Is it in lower-level rules? Was a motion adopted to create the committee?

If this committee was never created by the assembly, the committee doesn’t exist.

If this committee was created by the assembly (either because it was a special committee, because the bylaws have no committees, or because the bylaws authorize the creation of additional standing committees), then persons may be removed from this committee by a 2/3 vote, a majority of the entire membership, or by previous notice. Members of the committee may be removed for whatever reason the assembly pleases.

On 4/16/2024 at 12:03 PM, Rob Elsman said:

Mr. Martin, as far as I can determine from the fact situation, all the back and forth between members occurred outside the context of a meeting and is not a "formal[]" proposal.  These are just a group of conspirators who are plotting what they want to do at some point in the future, if and when consideration of a relevant main motion is made in a meeting.

If this is correct, none of this violates any rule in RONR.

On 4/16/2024 at 10:17 AM, Guest Leslie S. said:

The employee is a member of the board

If the employee is a member of the board (which is probably a bad idea, but the bylaws must be followed unless and until they are amended), the employee has a right to be notified of and attend all board meetings. Voting by email is not permitted unless authorized by our bylaws or applicable law, but if it is authorized, all members must be included in such votes.

If one vote could have made a difference, the vote on the proposal is invalid.

The employee is free to read the proposal. That will have no effect on anything.

The OP sent me a quote of the rule in question via private message, which I think has some helpful context.

”Any new member must meet the qualifications for membership as required by the By Laws of the South Carolina Football Officials Association. All applications for membership shall be reviewed by the Director and the Review Board prior to acceptance. The annual membership dues shall be $50.00, consisting of a $10 Member Booking Fee (payable to the District Two) and $40 for District Dues. The annual dues may be changed by majority vote of the Board of Directors prior to April 1st of any given year. An announcement to all returning members that the membership dues have been changed shall be sent within one week of the meeting in which they were changed. All membership dues, Jamboree fees and other fees are the property of SCFOA District Two.”

So this does not appear to be a “previous notice” requirement in the ordinary sense of that term. Rather, this is a notice sent to the membership after the fact. Further, the rule in question does not appear to provide any role for the membership in this process. The intent of the notice seems to be for the purpose of notifying members of the dues they owe.

On 4/15/2024 at 10:42 PM, clmsntgrs said:

If that announcement is not made timely does that invalidate the dues increase although it was approved by the board?

No, I don’t think so.

I think an argument could potentially be made that the increase was not final until the notice was sent, but I generally do not find an argument that the increase is invalid altogether to be persuasive.

Ultimately, it is up to the organization to interpret its own bylaws, and a Point of Order concerning this matter could be raised at a meeting of the membership.

On 4/15/2024 at 1:07 PM, Guest Lorraine said:

Our group requires a nominating committee prior to our election.   No one volunteered to serve and the president was unable to appoint a chair or committee to do this work.    The board then presented a slate of officers in the place of the nominating committee.   Is this appropriate?

Technically, no, but it seems to me the same purpose could be accomplished by appointing some or all of the board members as members of the nominating committee.

Alternatively, a board member could simply nominate each of these persons from the floor.

Do your bylaws provide that the President appoints the nominating committee? RONR recommends against this.

On 4/15/2024 at 1:11 PM, Gary Novosielski said:

No it is not.  The board does not have the authority to nominate candidates.  Add to this the fact that a Nominating Committee normally does not report to the Board, but reports directly to the Membership.  Normally the chair should have no role in appointing the committee, but if your bylaws require it, then the failure of the chair to perform this duty in a timely manner may be a subject of discipline at the appropriate time.

Until then, nominations from the floor should be taken. The "slate" presented by the Board should be ignored by the membership.

If there's no deadline for the appointment of the nominating committee, couldn't the President just appoint the board members to the Nominating Committee? And then they'll make the nominations again?

On 4/15/2024 at 12:03 PM, Guest Tony9780 said:

Our State Party enables the creation of County Committees, which enable the creation of District Committees. This question is for a District Committee. Our District does not yet have bylaws

So far as RONR is concerned, an organization doesn't really "exist" until it has bylaws.

Is there something in the rules of the state party or county party suggesting otherwise?

On 4/15/2024 at 12:03 PM, Guest Tony9780 said:

We have six members whom have been absent in varying spans of 8 months to nearly two years.

If you do not have bylaws, how do you know which persons are members, or how someone becomes a member, or how many members you have?

On 4/15/2024 at 12:03 PM, Guest Tony9780 said:

We have members who would like to declare these seats vacant pursuant to state party rules governing state committee membership. Would we have the ability, as being governed by Robert's Rules to do so?

Even setting aside the larger problem of not having bylaws, the answer is no.

First, the idea of "declaring these seats vacant" is nonsense, and I wish organizations would stop using that terminology. It makes no sense. A seat is either vacant or it isn't. When a seat is vacant, it's obvious, and there's no need to declare it. If the seat isn't vacant, then "declaring the seat vacant" is a euphemism for removal. If these persons have not resigned, been removed, or died, then the positions aren't vacant. What you're really asking is whether you can remove them due to their absences.

Under Robert's Rules, no. The only way to remove people under Robert's Rules is through formal disciplinary procedures, as specified in Ch. XX of RONR. Members do not automatically lose membership due to absences unless your bylaws so provide.

The fact that the state party provides that members of the state party committee automatically lose membership due to absences is irrelevant. Such a rule is not applicable to constituent units unless the bylaws so provide.

On 4/15/2024 at 12:03 PM, Guest Tony9780 said:

Or do we need to first adopt bylaws at a District committee level?

You need to adopt bylaws for a lot of reasons, but yes, if you want to provide that members automatically lose their membership on the basis of absences, the bylaws would need to provide as much.