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Glen Hall

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  1. In addition to the reasons mentioned in the quote above about secrecy, there is also greater confidence in the result and in the integrity of the vote when all members are voting the same way (using the electronic ballot in the computer application) and the computer application displays the total votes. This is especially true for elections.
  2. I would interpret this to mean the current board. This means that unless the current board determines otherwise, the board must meet monthly. The bylaws control in this situation, and I don't see how a previous board could bind a future board through a rule that the previous board adopted for itself. And in my opinion, an adopted standing rule for the board, unless it had authority to do so, could conflict with bylaws wording. Of course I don't have all the governing documents, so there may be something somewhere that would negate this interpretation.
  3. There are several "issues" that have come up with regard to this club's attempt at adding an appendix to the bylaws. 1) Since the question was never answered, and I am only guessing here, there is no requirement for multiple "readings" of the proposal(s) before adopting them. Someone has watched or listened to too many municipal council meetings where such readings are required. I think Dr. Kapur may have the correct answer in that this was the club fulfilling the notice requirement, and no debate or action should be taken. 2) Whoever was presiding was conducting the meeting as if it were, in my opinion, a hearing on the proposal and not notice. Since this was an extensive document, and the committee had not completed its work, it could be very well that the discussion was feedback for the committee so that they could take the members' "critique" into consideration before presenting a final document for notice and final disposition. 3) Since this was the first instance of presenting the appendix, no action could be taken on it. The motion to "deny" the adoption of the appendix was out of order in that form since notice had not been met for any action to be taken. 4) And as Dr. Kapur pointed out, the member's motion could have been interpreted as one to Discharge from the committee, the presiding officer (PO) probably should point that out, and the vote requirement to do so. Since we have no indication of the intent of the maker of the motion to "deny" adoption, we do not know if the intent was to end work on the appendix or to end work on this "version" of the appendix and to come up with a newer version. An example might be a redistricting proposal in a club with multiple chapters and the group knows redistricting is needed but they testify in a hearing that the current thoughts of the committee are not exactly what they want, but they'd like the committee to keep working and come up with one or more other proposals, all of which would have to be properly noticed in order to be acted on. On the other hand, they may not have wanted anything else and wanted the whole project abandoned. A PO knowledgeable in RONR, or maybe even with an intermediate understanding of parliamentary procedure, would have asked the question, "What is it that you want?" or "What would you like to do?" and possibly offer choices that would indicate whether the committee should continue its work or abandon the project. And would have known what motions would be in order and what votes required. Unfortunately few presidents who are the presiding officers in these situations, have that level of knowledge.
  4. I tried to remove all references to Councils, but obviously I missed. Councils are a form of standing committees. When the bylaws amendment is adopted, there will be no non-voting members on the standing committees. There is other language in there that could be made cleaner, like dropping the word "voting" as you are probably referencing. What is going on is that there have been newly-licensed members appointed to the standing committees by the chair as non-voting members of each standing committee in accordance with the present bylaws. They now want the power to vote in these standing committees, so a bylaws amendment has been submitted to give them the power to vote. I included the existing bylaws language and how the wording is being proposed to be amended by striking that one sentence. If that is adopted, the newly-licensed members would have the power to vote when the amendment is adopted. The language about nominations, elections, and terms was included since there would be questions about whether their terms would continue or start over, and on nominations and elections since the president-elect nominates the voting members and they are elected by the House of Delegates vs. the newly-licensed ones who were appointed by the chair of each standing committee. Since this seemed to be a special place held on each standing committee for the newly-licensed member, there was some question as to whether they would continue to be appointed or elected, so language was included to clarify that they would be nominated and elected as the other members of the standing committees are nominated and elected, and the length of their terms would remain as two years. I hope this helps. Agree with your suggestions, especially getting rid of the parenthetical numbers. I have tried for years to get this group to do it, but they refuse đŸ˜• They have their reasons which I refute, but alas ...
  5. I have not had the occasion to write a proviso, but one is needed, in my opinion, in the following scenario. I have written one and look to suggestions if it needs improvement, or if you have another suggestion as a solution for this scenario. Current Bylaws read: A. COMPOSITION. All standing committees of this Association, except as otherwise provided for in these Bylaws, shall be composed of voting members representing the four territorial divisions, with one or more members representing each of the four divisions and one or more newly-licensed members defined as those licensed within the ten years prior to their nomination and election. The newly-licensed member(s) shall be non-voting and appointed by the Chair of their respective standing committee. B. NOMINATIONS. Nominations for all standing committees shall be proposed by the President-elect with the approval of the Board of Directors. The President-Elect in consultation with the respective divisional officers shall submit such recommended nominations to the Board of Directors at the last Board meeting prior to the Annual Session. Additional nominations may be made by the House of Delegates unless otherwise provided for in these Bylaws. C. ELECTION. The House of Delegates shall annually elect the standing committee members of this Association at the Annual Session in accordance with Chapter IV, Section 30Bc unless provided otherwise in these Bylaws. SECTION 70. TERM OF OFFICE. Except as otherwise provided in these Bylaws, the term of office of voting members of councils shall be four (4) years, the term of office for the newly-licensed member shall be two (2) years. The consecutive tenure of a member of a council shall be limited to two (2) full terms, except as otherwise provided for in these Bylaws. An amendment to the bylaws is proposed so that the newly-licensed member will have the power to vote and no longer be appointed by the Chair of the standing committee; the proposed amendment is to strike the last sentence highlighted in the 1st paragraph. If the amendment is adopted the section would read: COMPOSITION. All standing committees of this Association, except as otherwise provided for in these Bylaws, shall be composed of voting members representing the four territorial divisions, with one or more members representing each of the four divisions and one or more newly-licensed defined as those licensed within the ten years prior to their nomination and election. Some of the newly-licensed members have completed their 2-year term and others have completed only one year. Adopting this amendment will cause the following questions to arise from the members: 1. Do current members get to complete their terms? 2. Must the current members who have another year to complete their term now be elected or can they continue as appointed? 3. Must new members to the standing committees be elected at this annual session? My answers to these questions are: 1. Yes. They were appointed in compliance with the Bylaws. Their places were not eliminated by the amendment, only how they may become members. The changes are not retroactive and only new standing committee members must be elected. 2. They may complete their terms without any additional actions by the president-elect or the House of Delegates. 3. Replacing any members of standing committees whose terms have expired must now comply with the newly-amended bylaws. Openings for membership on standing committees in this newly-licensed member category that would have been filled this year by the Chair of the committee must now be nominated by teh president-elect and elected at this Annual Session. Next year, all new members of standing committees must be nominated by the president-elect, approved by the board, and elected by the House of Delegates. There has been some disagreement among the leadership of the Association as to the best way to make this clear. My opinion is to provide a proviso that says: Proviso: All current members of standing committees shall complete their terms. Newly-licensed standing committee members whose terms expire shall be nominated and elected in accordance with these bylaws. This proviso shall expire at adjournment sine die of the 2024 House of delegates. Feedback on the proviso, please. And if you have a better solution, please let me know. Glen
  6. I think we agree. Members have all rights unless they are restricted in the bylaws, or for special committees, in the resolution establishing the special committee.
  7. This has proven to be a most interesting thread, and very informative. Let me try something less complicated. The Treasurer is a member of the board as described in the bylaws: "The Treasurer shall serve without vote as a member of the Board of Directors." This is the language I prefer, as opposed to: "The Treasurer shall serve without vote as an ex officio member of the Board of Directors." In my opinion they say the same thing but without the confusing language to those who do not know the meaning of the words "ex officio." Many times I see following the sentence: "The Treasurer shall serve without vote as an ex officio member of the Board of Directors ... ," the added wording "... and have the power to vote and all other privileges of a member of the Board." This was my point and I'm sorry it wasn't clearer, at least I hope I am now...
  8. Thanks, Richard. Those are in alignment with what I was thinking, especially in cases like you mentioned that the president was an ex officio member of all committees. By that wording then, those committees do not list the president as a member since listed in the president's duties is that the president is a member of all committees?
  9. The question is from me. I didn't sign in before posting...
  10. There is some ambiguity in my understanding of this quote from RONR. There appears to be an exception to "retaken by the same form of voting" by the word "although." The "although" references a "counted rising vote" and says that a "recount of the votes or of the tellers' tabulations can be ordered..." Does a "recount" of the votes allow the presiding officer to retake the vote by the same method to be sure the count was correct if the assembly doubts the count was correct? This would be especially true if the there were no tellers' tabulations to review, or if the tellers' counts were doubted. An example might be that in a large assembly hall with a center aisle dividing the delegates approximately in half, with multiple rows on each side, one row near the center on one side may be accidentally skipped. If the error is discovered prior to the announcement of the result, no problem. But if the presiding officer announces a result and a point of order is raised and the point well taken that a row was overlooked, could not the vote be repeated in the same way? The presiding officer might also appoint new tellers ...
  11. Also, if the required notice includes the requirement that it be in writing, such as a bylaws amendment, then the motion should be moved, seconded, stated by the chair, and then amended by substitution. The substitute would have to fall within the proposed change(s) noticed.
  12. Thank, Gary. I was of the understanding that it was due to an office presently held, and that unless there were an office of Past-president, that ex officio would not apply. Your explanation makes perfect sense, and makes it a "forehead slapper" for me.
  13. Ex officio describes a method of becoming a member of a group by a method other than appointment or election; the person becomes a member by virtue of an office held. But what if there is no office, for example the office of Past President? Do we still describe the person as holding the office ex officio? Interestingly, in the Q and A of the Fall 2018 NP p. 23 talks about past presidents being ex officio members of a board, that as long as they pay their dues to the organization they remain members of the board. The article references RONR p. 484, but that page says that the ex officio position is relinquished when the person no longer holds the office. There is no office of "Past President" either Immediate or otherwise, mentioned. The article doesn't mention an office of Past President, so I wonder if the term "ex officio" is being used in error. If there is no office of "Past President" then are they "ex officio" members? Of course persons can be made members of a board or committee by virtue of a holding a past position of an organization and by a stretch of the definition be called "ex officio members" but the definition would have to be altered a bit so that it would include persons who hold the title of "previous [office]" or "past [office]" if there is no office of the Second Past President, Third Past President ... Tenth Past President, etc. So is it technically correct to call them ex officio members if there is no such office? Ex officio is a confusing term to many who are not more intimately familiar with parliamentary procedure and parliamentary authorities, so I have discouraged its use in our governing documents unless it is necessary for understanding a rule or bylaw - which it usually is not. For example, "The President shall be a member of the Budget Committee." There is no question about whether the President can vote or make motions, etc. My experience has been that when the wording is "The President shall be an ex offico member of the Budget Committee" that many people want to know if he/she can vote or participate in discussion/debate, etc. Leaving out the words "ex officio" removes the confusion. Thus my question about its use in this article. If we say "Any person who is a former President of the organization shall be a member of the Board if his/her dues are current," I guess we have to say that they are "ex officio members" because of an office they used to hold? Thanks for any replies. Glen
  14. Thank you for your most thorough reply. And I apologize for not being able to make my comment / question on amending the motion to ratify more clear. It may be that my own puzzlement prevents my asking the question more clearly. I greatly appreciate your attempts to help. Your answers have helped a great deal.
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