Joshua Katz

In other words, the officers are elected by the board? In that case, how do they get onto the board? Does the outgoing board elect the new one?

I think this is the part we're trying to figure out about your rules. Would this person have the right to vote if he were not SAA? What is the voting body?

I agree with the others, primarily because neither the bylaws nor the motion specified what effect this budget was to have on the board. If it had, I'd probably still agree based on the board's powers under the bylaws.

The best is to elect it as a separate position.

What did the motion adopting the budget say? And what do the bylaws say about the board's spending authority to begin with?

It is crucial how exactly it says this. According to RONR, directors are officers, so when you say: My interpretation would be (personally, but again, only your organization can interpret your bylaws) that this includes all directors, hence includes your coaches. But that may not be correct if your bylaws define officers differently. Most likely, it creates an ambiguity only your organization can figure out. That your bylaws define officer differently is suggested by: C puzzles me. Should it say "unexpired term?" In any case, it refers to a term, so it's not completely consistent with the position having no term at all. But D is not consistent with the interpretation that A (and by implication, B ) applies to all directors, including coaches. In short, there probably is no interpretation of this provision which is completely consistent, and hence no clear answer to whether the appointee in your original post remains in office right through the February meeting or not. I'd suggest that your organization decide how this should work, and amend the bylaws to make it clear one way or the other. The other possibility, which I think is what was likely intended, is that coaches are really ex officio board members. But then it's not at all clear that the authorization to fill board vacancies permits replacing resigned, etc. coaches.

Well, Mr. Martin can speak for himself, but he said: This seems correct to me, but it also seems that the term may have ended, or may not, because I still don't understand your bylaws. Well, I think it's relatively clear that they don't need to be voted in to fill the unexpired portion of whatever the term may be, but your original question seemed to suggest that we're talking about continuing in office after a possible election date. Without more, I'd say you need to hold an election, but there is this added wrinkle of how the term works which I do not yet understand. Well, a term limit is different from a term. A term simply means how long they serve before being chosen again, so to speak, whereas a term limit limits the number of terms an individual person may serve. But, again, it sounds like your coaches are directors, and directors are officers, so I don't find those words helpful in this context. Presumably, somewhere in your bylaws it says that coaches are on the board. Can you quote that provision, as well as anything about how coaches are selected?

Okay, so, from your other post, it appears that coaches are a type of director. (Directors, by the way, are all officers, since director is a type of officer.) So now we know that, probably, the president had the power to fill the vacancy. But I still don't understand the "locked in" provision. Ordinarily, positions have terms of office. Do the bylaws specify that this one doesn't? I don't think anything in what Mr. Martin or I have said could be taken as answering your question or suggesting that no further action is required. My gut says that, in fact, action is needed, but that's just a gut reaction based on what I know so far. My fear is that this question is going to involve enough interlocking bylaw provisions that, as Mr. Martin suggests, saying anything intelligent about it will be hard for us (and it sounds like there are some ambiguities involved, making it a matter of bylaw interpretation which only your organization can do, ultimately). So I'm not sure how much further to go here, but I want to make clear that neither of us have suggested, as far as I can tell, that the answer is "do nothing."

This isn't really a parliamentary question, so all I can do is offer my personal advice, which comes from a slightly different context: hiring and firing. I'm assuming by 'sincere' you mean going through the person's faults one by one and explaining why you are replacing them. I would go with the first version. Your job is to fill the position, not mentor the person leaving in preparation for his next job.

I don't understand what this means. Can you show us the exact bylaw language please? Also, do your bylaws permit the President to appoint people to fill vacancies?

Agreeing with Mr. Honemann that anyone with the right to vote can vote for whomever he likes, what does the last part of this sentence mean? Note that, in any case, each person (unless your bylaws say otherwise) gets only one vote, regardless of how many hats he may wear.

Indeed.

Well, neither is quite right. The minutes of the executive board meetings certainly are inappropriate to read at the annual meeting; they should be approved by the executive board at its own meeting (and not by those who attended the meeting, but rather by the executive board, regardless of who was at the last meeting). No minutes should be read at a meeting of a different body. However, it also is not a good idea to let minutes go a year without approval. Therefore, the organization should adopt a special rule of order creating a minutes approval committee, or perhaps delegate to the board, the approval of the annual meeting minutes. If that is not done, then yes, the minutes of the prior annual meeting should be read and approved.

I don't know. To an extent, it's also silly to have candidates no one will vote for, and the organization may, for whatever reason, perhaps fears about strategic voting, want to declutter the ballot. I don't agree with it, but I can see it. I also suspect it's not nefarious, but to be fair, stock corporations are a prototypical example of boards having immense power, and the general membership very little. Even most activists are powerful because the board takes their calls, or because they can elect a board, rather than through votes at the shareholder meeting.

Maybe, but I'm not completely sure. The rule, of course, is that nominations do not require seconds (unless this bylaw passes) but it's unlikely, I think, that someone will win an election if there's no second for the nomination. Also, it's a "custom," so my guess is it developed from the most common source of customs like this: someone misunderstanding the rules, and everyone else listening, then pack behavior taking over. In any event, it is probably the body, not the board, which will need to approve this bylaw, so even if it's a power grab, it will be ratified by the members 😉

Because you have a standing committee, which the board is supposed to appoint members to, with fewer members than it's supposed to have. No one has to tell you that this means you should appoint more members. Obviously the bylaws wouldn't say either - it is the board which appoints the committees. That is, the board that exists. Former board members have no power - and neither, for that matter, do board members have individual powers. Their only power is to vote, and it is the board as an entity which acts. There is, in this sense, no "old board" and "new board." There is just a board whose membership changes, and at any time, the current members of the board can vote on decisions, which then become the decision of the board.

Making Dr. Kapur's assumption, I agree with his answer. The way the question was worded suggested to me, though, that the board created a special committee. I would also note that, while it can be done without some sort of motion to give the board "permission," a motion will still be needed, either to appoint people or via an election, which is itself akin to a motion with a blank.

Is it a standing or special committee?

Yes.

Well, you can always thank the reporting member, but yes. Correct.

I would distinguish "Jack is a moron," which clearly violates the rules of decorum, from "I think it would be good to carry more debt" even if the bylaws restrict the amount of debt the organization may carry, so that a motion "to borrow $10k" would be out of order. If you're going to allow discussions/debate without pending motions, I don't think you can turn around and say "but don't you say anything that might, if it were an actual proposal, break the rules." For one thing, if I actually wanted to make the motion to borrow $10k, I'd have a way to do it - by moving to amend the bylaws. So are we going to say that it's out of order to say "we should borrow more money" but not to say "we should amend the bylaws to borrow $10k?" In other words, if the utterance itself is out of order, then I agree it's out of order. But to the extent anyone is suggesting that statements made with no pending motion can be out of order because, if they were in fact motions, the thing they'd be trying to do is out of order, then I disagree. Of course, any uncertainty on that point can be avoided by restricting broad, aimless (and often way too long) discussion to either Good of the Order, or the bar.

Yes, so long as the motion was otherwise valid (i.e. the chair put the question and announced the results).

Well, it's not a "pure" definition, but this sounds more like an assembly, and probably should require there be a motion pending. I would recommend simply telling people you'll be ruling out of order any "motion" which does not propose an action, i.e. those "for information only" points. I think "motions that the proposal contained in the report is out of order" is confusing, and potentially not true. A report can say whatever the reporting body wants it to say. If the committee moves an out of order recommendation, a point of order is appropriate, but if the committee simply says they think it would be a good idea a point of order cannot be raised. Backing up, while technically a point of order is a type of motion, saying you'll allow motions that a point is out of order is confusing. You can just rule that a proposal is out of order, or rule on a point of order to that effect - but only when it is before the body as a proposal, not just because someone said it (which is a good reason not to allow "information only" discussions, unless the body forces your hand through a motion to do so).

Well, that is generally a problem, but now there's the added wrinkle, which I think we all missed initially, that you are talking about a committee, not a full assembly. Rules are more relaxed in a committee, and discussion is more encouraged. But this is confusing, since you previously referred to hearing committee reports. Were those subcommittees? A report that the roof is in trouble could certainly lead to a motion to take action. However, more commonly, a committee makes a report with its recommendation, and the presenting member (usually the committee chair) moves the recommendation. Thus, the committee chair would report briefly on the state of the roof, explain that the committee is recommending that it be replaced, and then say "I move on behalf of the committee that a RFP be sent out, three quotes obtained, and the chair empowered to execute a contract with the lowest qualified bid." (Or whatever you want it to be.) Alternatively, there is no reason you can't have 3. a motion to replace the roof and to obtain 3 quotes. That is, the 3 quotes need not arise from an amendment, they can be in the original motion, if the mover desires. Well, I remain unconvinced that this sort of thing, which is common, ever "works great" in the sense of getting people home at the optimal time and facilitating the best decisions. Perhaps it works passably; more likely, in my opinion, most organizations think it works fine because they haven't experienced just how much more efficient they could be. Demanding that there be a pending motion, to which debate is confined, reduces decisions to a binary decision tree (even if there are 4 options presented via amendments, first you wind up choosing between 2, then between the winner and a third, etc.) This is, in my view, ideal - otherwise, debate becomes less focused, with people waiting for their "turn" simply to make their own point, rather than engaging with what has already been said. Before I can comment on this, I need to know if we are talking about an assembly or a committee. You used both words in this post.

Well, I certainly agree with that, but: Is this a statute as in something passed by a legislature, or are we talking about a rule of the organization? If the former, in my opinion, the chair should only declare the motion out of order if the statute in question is procedural, rather than substantive. If the latter, out of curiosity, what does this presiding officer think her role is?