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Joshua Katz

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    RP, Formerly Godelfan

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  1. Just a few comments: 1. Procedurally, it is procedural statutes that supersede your bylaws. Motions in conflict with substantive statutes (of course, distinguishing these two can be very messy) are, naturally, illegal, but not out of order. A motion to carry out a hit is not responded to with a point of order, but by voting no (or possibly immediately resigning membership). 2. The statute provided can only be interpreted in light of the rest of the laws of the state, hence, why a lawyer's opinion is needed. 3. But a lawyer is not always available - and, regardless, after receiving legal advice, it is still the job of the chair to rule on points of order, and the right and obligation of the body to deal with appeals. So despite a lack of knowledge, something still must be done. This isn't as odd as it may initially sound - we make dozens of essentially legal decisions in our everyday lives, because we act after determining if the action is legal. "Is it legal to proceed through this intersection?" is one example. The organization proceeds similarly - it does its best, but every action runs the risk of violating the law. That's the nature of things. So even when a statute is procedural, if the chair, as lacking in knowledge as he may be, disagrees with expert counsel, he will rule accordingly - and the same holds true if the chair, wisely, listens to counsel but the body overrules him on appeal. "The lawyer said otherwise" is not a valid point of order - but "a procedural statute says otherwise" is, and is dealt with like any other point of order.
  2. I once went through such an irritating selection process for when and where a meeting would be held that I (loudly) asked the chair to just do it because I didn't really care what city I flew to for the purpose of sitting in an airport hotel.
  3. I agree with the above answers. I would add that the organization could, by whatever means are provided in the bylaws, amend the bylaws to add the "or until" language.
  4. A board may only have special meetings if the bylaws authorize it to do so. Those bylaws will also explain, in that case, how to call special meetings.
  5. Typically, a committee has no power to take action. Rather, it makes recommendations to an assembly that does. The report can recommend funds be spent in various ways, so long as those ways are within the power of the assembly to which it reports. Or, I guess, the report can make recommendations not within that assembly's power, but that seems like a bad idea since they can't be acted upon. The recommendations will then be moved when the report is delivered, and the assembly will decide what to do.
  6. I'm still confused. First, do they say what they think the point of motions is? Second, though - why are they circumventing motions if they think they don't have to be followed? Why not just directly act contrary to the motion? And what exactly do you mean by circumvent here?
  7. The lack of a remedy does not mean it was by the book. It means there's no remedy now - but there is a remedy if timely. Let's back up. First, there was a motion (at meeting 1). The motion violated the bylaws, but was not adopted so no harm - although it would have been proper to raise a point of order rather than just defeating the motion. So your rules allow for a non-member Secretary who is not permitted to debate? In any event, whatever deep knowledge is required for the motion to reconsider, the Secretary may not have it exactly right, since it was probably out of order at meeting 2, for multiple reasons. The proper action here (which would actually be easier anyway) would simply be to make the motion again. Anyway, then what happened? If the motion to reconsider passes, the motion is back before the assembly just as it was prior to its adoption or defeat. Did the motion to reconsider pass? If so, did the motion pass? If so, a breach of the bylaws is a continuing breach and you can still raise a point of order. It seems to me, though, that the motion to reconsider did nothing here but get in the way.
  8. I don't know why your city manager (is he a member of the body? does his opinion matter?) says that, but when the minutes are pending for approval, an amendment may be adopted by a majority vote. Even after they are approved (everyone happy?), they can be amended by a 2/3 vote, a majority vote with notice, or a vote of the majority of the entire membership, any one of which will suffice.
  9. The usual question that arises is the other way around. You have someone who is ineligible to be nominated who gets into office without being nominated - by write-in, for instance. Now, as for your question: legal questions are beyond the scope of the forum, so all we can do is give parliamentary answers. Here's my view entirely from a parliamentary perspective. I don't think this person is automatically out. You are, it appears to me (but I can be wrong since I haven't seen everything) in compliance with your bylaws and out of compliance with a state substantive law. State substantive laws do not, as a purely parliamentary matter, supersede your bylaws. The mafia can follow RONR and adopt a motion to carry out a hit without doing anything out of order. The problem in the mafia case, of course, arises when carrying out the motion - which typically takes place outside of the meeting itself. The conflict with substantive laws will then lead to be arrested and so forth. Similarly, here, I don't think the election is out of order, it's just illegal. So I think you should remove the person by the procedure in your bylaws, and then fill the vacancy by the procedure in your bylaws. I also think it's quite clear on how to do that - the Vice Chair becomes Chair, and you appoint a person to the Vice Chair position (but see below). The second-highest vote getter, as usual, has nothing at all to do with it (unless, of course, the board happens to select him, but it need not do so). But we're told that the Vice Chair resigned from the Chair position after acquiring it. Had the Vice Chair position been filled in the meantime? If not, fill that position, and that person will become Chair, then fill the Vice Chair position again. As a general matter, although your rules may differ, a quorum is a majority of living, breathing members, so you should not have a quorum problem. Even if your quorum is based on the number of board positions, though, I fail to see why choosing someone else, rather than the second highest vote getter, would produce a quorum issue. But then there's this: It seems to me that it might. But to answer definitively as to whether or not you are now in compliance with the law requires statutory interpretation, which is way beyond the scope of this forum, and that question should be directed to the 2 attorneys you've already employed. NOW the huge caveat: whether or not a substantive law is self-executing is a legal question, not a parliamentary one. Everything I've written above is premised on it not being self-executing. But if a lawyer tells you that he's automatically disqualified, well, then the position was effectively vacant ab initio.
  10. The board didn't adopt the rule. The rule appears in the bylaws, which presumably are adopted by the membership.
  11. Joshua Katz

    Voting

    Nothing. I don't see that as a problem, though. Okay, but who is ineligible here?
  12. Joshua Katz

    Voting

    In my view, the write-in was never on the ballot, and thus cannot be dropped from it. The lowest vote-getter on the ballot would be dropped in such a circumstance, and the write-ins ignored for this purpose.
  13. Joshua Katz

    Quorum

    I don't feel able to answer that question confidently. Others may, but I personally would defer it to an attorney.
  14. Joshua Katz

    Quorum

    It wouldn't be the first time that happened. But it's also possible that another section of your bylaws authorizes voting by mail.
  15. Joshua Katz

    Quorum

    State procedural laws take precedence over your governing documents, at least as far as RONR is concerned. I don't know what your state statutes allow; you'd need to contact an attorney in your state familiar with organizations of your type for that. But note that it is uncommon for such statutes to authorize voting by mail; they often allow for voting by mail if your bylaws allow it. So this would require careful analysis of the statutes and how they interact with your bylaws. Written consent, in most contexts, is also different from voting by mail. They could, but do they? According to RONR, they take precedence to your bylaws. RONR also suggests putting the minimum allowed by law into your articles, though.
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