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Glen Hall

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Posts posted by Glen Hall

  1. Quote

    In my personal view, the best method would be to use some form of electronic balloting, so that all members (whether in person or not) vote by the same method. I believe there are various companies and websites which provide such services. To have members in-person vote using physical ballots and to only have persons attending remotely vote electronically may compromise the secrecy of the ballots, particularly if there is a large disparity in the number of persons attending in-person compared to the number of persons attending remotely.

    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. Quote

    Unless the Board of Directors determines otherwise

    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. On 4/29/2023 at 2:08 PM, Dan Honemann said:

    After reading what has been posted, I'm sure that I do not fully understand what is going on, but two questions immediately come to mind.  If the proposed amendment is adopted, will there be any such thing as a non-voting member of a committee?  Is there a difference between committees and councils?

    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.

     

    On 4/29/2023 at 1:45 PM, Gary Novosielski said:

    I agree that as I read the language I would say that the existing members would complete their terms.  What's not as clear to me is whether these members are intended immediately to gain the right to vote.  I think they would, once that restriction is stricken, but you might want to make that clear.

    I would insert, between committees and shall, the words: as of the date of adoption of this amendment.  And I would add at the end of that first sentence:  , and effective immediately shall have the right to vote.

    On a side note, you might use this opportunity to remove the parenthesized digits that appear in three (3) places in Section 70 (seventy) for no apparent reason. 🙂

    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 😕  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. 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...

  7. On 3/30/2023 at 11:31 AM, Richard Brown said:

    Dr. Hall, to an extent I agree with you. The use of the term "ex-officio" does sometimes seem superfluous.  However, there is a time and place for using the term "ex-officio".  A prime example is when the bylaws provide that the president is ex-officio a member of all committees.  In that context, because the term "ex-officio" is used, it makes clear that he has the right, but not the duty, to attend committee meetings and he is not counted for quorum purposes.  On the other hand, if the bylaws say that "the president shall be a member of all committees", this implies (infers?) that he is a full-fledged member in the ordinary sense of the word and that he does have a duty to attend the committee meetings and that he is counted for quorum purposes.

    I had almost this same issue come up in a board meeting a few days ago.  The rules were being amended to provide that the "president" shall be a member of a certain committee.  When I pointed out that he is already a member ex-officio of all committees, he explained that he is aware of that but that by this amendment he wants to make plain that the president is a full-fledged regular member of this particular committee and that he WILL count for quorum purposes.

    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?

  8. Quote

    It should be noted that a vote is never retaken by the same form of voting, although, in a counted rising vote, a ballot, or a roll call, a recount of the votes or of the tellers' tabulations can be ordered to ensure that the count is precisely correct as reported. (RONR p. 410, ll 31-35)

    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 ...

  9. 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

     

  10. 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. 

  11. The committee meets separately from the board and took the action at a properly-called committee meeting where there was a quorum of the committee present.  It is a standing committee made up of non-board members, but members of the organization.  It had a project it wanted to do and found a vendor to do it.  It then entered into an agreement/contract to have the services performed.  It mistakenly thought it had the authority to do so.  Contracts are signed by the president or the CEO; this one was signed by the committee chair after the committee voted to proceed with the work using the vendor approved by vote; the action was carried out by the chair of the committee..

  12. I'm sorry.  The board's rules state that only the board can enter into contracts, not a subordinate body.  The committee, being a subordinate body, enters into a contract with a commercial entity to have that commercial entity perform services for the organization.  By entering into the contract it has acted in excess of its authority.  This is one of the actions that require ratification in order to be valid (RONR p. 124).  

    (Of course it's always clearer to the writer than to those reading what the intended scenario is supposed to be.  Thank you for your patience.  I hope I have made this more clear.)

  13. 28 minutes ago, Daniel H. Honemann said:

    How about picking out one example, give a reasonable amount of detail, and we can deal with it.

    A committee enters into a contract but does so without board approval which is required; the committee has taken action beyond its authority.

    Work has commenced as a result of the contract.

    The board not happy with the committee exceeding its authority.  

    What are its choices of action?  What other motions are required, if any?  What are the consequences to the committee members with each action?  What will the board's minutes reflect?  Will committee minutes need to be corrected, or will a report of the board's action need to be made in some way in the committee's minutes?

    a.  Move to Ratify the action of the committee and vote yes to adopt ratify.

    b.  Move to Ratify the action of the committee and vote no to defeat ratify.

    c.  Move to Ratify the action of the committee and substitute the motion to censure the members of the committee and vote yest to adopt censure.

    d.  Move to Ratify the action of the committee and amend the motion by adding a second clause to censure the members of the committee and vote yes to the amended motion.

    Please verify or correct my remarks of my understanding of each action.

    a.  No further action needed unless the board wishes to express its negative opinion of the committee's action.  If no further action taken by board, then board minutes will reflect the adopted motion to ratify.  What changes, if any, will need to be made to the committee's minutes?  Will any of the committee's documents need to reflect the board's action?

    b.  The board's defeating the motion to ratify means that the action taken by the committee is null and void with regards to the organization, and the committee members are personally responsible for satisfying the contract; the organization has no obligation to perform unless the contract binds the organization (this becomes a legal matter beyond the scope of this forum).  The board's minutes will reflect the motion to ratify was made and defeated.  Are any further motions needed to complete the board's disposition of matter?  What changes, if any, will need to be made to the committee's minutes?  Will any of the committee's documents need to reflect the board's action? 

    c.  The affirmative vote to censure results in the same actions and questions as "b." above.

    d.  In my mind, this is the most complete action if the organization wishes to avoid reputational and financial risk, and does not wish to enter into any legal action(s) to void the contract or recover money from the committee members.  The board's minutes will reflect both the ratification and the censure.  What changes, if any, will need to be made to the committee's minutes?  Will any of the committee's documents need to reflect the board's action?

    One more thing.  It has occurred to me the motion to ratify is amendable only to the extent that amendments can be made to affect future actions, that any amendments that are made that would be in conflict with actions already taken (such as entering into a contract as indicated in the example) would be out of order, correct?

    Thanks, again, for your help in my growth in understanding the implications of this motion.

    Glen

  14. 49 minutes ago, Hieu H. Huynh said:

    Not approving something is not the same as expressing disapproval of it (see RONR 11th ed., p. 105, ll. 16-20).

    Except that I don't think that this applies in this case; maybe you can help.  This section you reference is talking about framing a motion, and the use of negative motions, or their misuse, and I agree with your conclusion with the pages cited.

    But is what you are saying is with reference to censure, or to ratify?  

    With regard to the action taken in the examples earlier given, the actions were taken improperly and therefore, according to RONR, they are invalid.  Is what you are telling me here is that a motion adopted that is invalid because of the circumstances under which it was adopted (no quorum, beyond authority of committee, etc.) has some status other than invalid if a motion to ratify is not offered or amended?  I'm sorry, but you answer may be too brief for me to understand your point.

    Thank you for your response,

    Glen

  15. 4 hours ago, Sean Hunt said:

    The reason is because they are both motions that capture the assembly's reaction to a particular action taken. A censure is simple, it is the assembly formally expressing its disapproval. A ratification is the opposite. It is the assembly formally expressing its approval.

    In this sense, the effect of the motion to ratify to give effect to the action can be seen as incidental. Even if that weren't specifically called out, any action to punish those who took that action would be, inherently, contrary to the motion approving of those actions. Thus ratify gains its effect of cementing the prior action.

    After reading both your responses and the text in RONR, my understanding is that the actions are null and void UNLESS RATIFIED.  My argument would be, therefore, that the motion to ratify is required ONLY if the assembly or board desires to make the actions valid.  No action lets them remain invalid.  I will accept, reluctantly, that censure is a germane substitute, however.  The ratification is less a sense of approval as it is actually making the actions valid.  Censure is the sense of disapproval.  And while I accept what you and RONR say - that censure is a valid substitute- previous understanding of the rules of amending would lead me as a presiding officer to rule that the motion to ratify would need to be defeated, and that the motion to censure would be a separate motion.

    Thank you for your time in discussing this with me.

    Glen

  16. I thank you for your example.  It may be my inexperience with the motion that drives the following question:  what happens to item #3?  RONR p. 347 says that any business transacted ... in the absence of a quorum is null and void, and the principle is also iterated on p. 124.  Is the indirect action of not ratifying #3 reflected in the minutes of the February meeting, sufficient to nullify the action?  What would the February minutes look like with regard to #3, or would there be any wording pointing out that #3 was not ratified?

    Continuing...

    RONR p. 124 states that the motion to ratify ...is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly(emphasis addied)  Cases where this procedure of ratification is applicable include: ...action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority.

    With your indulgence I seek clarification on a more complex example. What would be done if a committee or officer acted beyond its or his/her scope of powers or duties?  

    a) The board would have a motion to ratify which, on vote, is defeated.  What is the status of the actions of the committee or officer have already taken place?  RONR says the actions are not valid until ratified.  What points this out, the February minutes, or (correction of, if necessry) the January minutes that reflect that the actions were taken without a quorum and are not valid?  If it involves money or a contract, are additional motions required to recover costs to the organization from the committee or officer?

    'b) The board moves to substitute the motion to censure for the motion to ratify and adopts the motion to censure.  Do the minutes of the February meeting that make note of this prove sufficient to make known that the actions of the committee or officer are null and void?  Again, is any further action needed to recover any costs from the committee members or officer?

    c)  In order to avoid reputational damage to the organization, it ratifies the actions taken.  In order to express its dissatisfaction, however with the committee or officer, the board proposes a motion to censure.  Is this a legitimate way of proceeding?

    Thank you for time in helping me to understand this motion more clearly.

    Glen

    Please excuse the punctuation on "b)".  Every time I type "b)" without the quotes, i get B) ...

  17. I've looked for this topic to be discussed but have not found it, so if I have started this in error, please redirect me.

    I've found it curious that RONR offers that the motion to substitute "censure" for "ratify" is in order.  A motion to censure does not seem germane to the motion to ratify.

    The motion to ratify has to do with the actions taken by an individual or a group that does not have the power to take such an action as discussed in RONR pp. 124-125.  It is the action that requires ratification, or defeat ratification.  If the act has already been carried out, I don't see how amending the motion to ratify deals with the action already taken.  We already know that we cannot reconsider, rescind, or amend something previously adopted that cannot be undone.  Again, we are dealing with the action taken by impoperly adopting a motion or acting without approval of the body that has the power to approve.

    Censure, on the other hand, has to do with dealing with the person or persons, and in the RONR example censure would apply to those who have taken such action(s) - it has no effect on the action taken whatsoever.  If the motion to censure is substituted and adopted, the assembly/board has not yet dealt with the unauthorized action, it has only censured the person or body that took the action.  What happens if no vote to authorize the action is ever taken?  Is consent implied because no one ever proposed the motion to ratify so it could be voted down?  I seems, then, that a motion to censure, while maybe desired, is in order if the motion to ratify were defeated, but should not be a substitute for the motion to ratify.  

    Also, after reading the other discussions on "ratify", I am of the opinion that the motion to ratify an action should be an up or down vote; it's hard to see how an assembly can amend something that has already taken place.  I look forward the discussion on this.  As a presiding officer, I have had not had to deal with the motion to ratify except by consent.

     

     

    Glen

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