Joshua Katz

I assume this means that the bylaws say there are dues, but do not set the rate, and the board may set the rate. Does the board have this authority exclusively, though? What are the exact words used to give the board this authority? The board should stop letting the chair push it around. The chair may not defer an in-order motion to a later discussion, and may not simply declare a matter within the board's competence off-limits. Since the chair can't make an executive order on dues, I would suggest that the dues were improperly set. However, since they remain unchanged, and that is probably (correct me if I am wrong) what would happen if the board took no action, it doesn't seem to me that there is any remedy, other than to try again.

I see a few issues. First, I'm not sure what is meant by "a discussion on the topic of next years dues." The way to have such a discussion is to introduce a motion on the topic, and to then debate that motion. If the body wanted a free-wheeling discussion, there are ways to do that, too, but a chair should, in fact, stop a fruitless discussion that does not appear to be approaching a resolution. But what the chair cannot do (and I'm not sure if the chair did in this case) is prevent an in-order motion from being made and debated simply because the chair doesn't like it. If that was done, a point of order should have been raised. Since the meeting is over, it is too late to raise one now, but you can do it next time. Nor can the chair "decide the outcome of the topic," if by that you mean decide whether a motion is adopted or not. That's what the assembly is there to do. If the matter is within the purview of the board, the chair cannot make an "executive decision" on it unless the bylaws authorize him to do so. Unlike the previous issues, if the chair purports to have set the dues, that may be a continuing breach and subject to a point of order at the next regular meeting, or a special meeting if the matter is included in the call of the meeting. Finally, whether it can be challenged at a general or a board meeting depends on what powers the bylaws give the board. If the board has the exclusive power to set dues, then it seems to me it can only be challenged at a board meeting. If the general membership has that power, even if the board can set them subject to being changed by the membership, then it seems to me that the chair's effort to decide something he is not empowered to decide can be challenged via a point of order at a membership meeting. It would have been better, though, to raise a point of order at the time (assuming you are a board member).

It's a matter of bylaw interpretation, but based on what you've said here, it would appear that an officer can be the chair of an ad hoc committee, since the ad hoc committee is not mentioned in the bylaws. But, again, much comes down to the specific words - and if there is any ambiguity, only your organization can decide how to interpret them.

Here's how I understand the facts: the national organization, presumably via a provision in its bylaws, has the power to amend local bylaws. The national organization decides to, for instance, change "red" to "blue" in the local bylaws. Now your local chapter, rather than making the change, has been voting on it first. Under those facts, voting on the change makes no sense. What would you do if the vote failed? Presumably, make the change anyway. So you should do away with the practice. But wait, the local bylaws say that the local chapter can change them, not the national organization. Well, assuming what you've told us (and I've inferred) about the national organization is correct, then the local bylaws are simply incorrect - or, more precisely, contrary to an applicable provision in the national bylaws clearly intended to govern local organizations. To the extent those contradict, the national bylaws govern, and you should still do away with the vote. But that's assuming that, in fact, the national bylaws give that authority to the national organization. What, exactly, do they say about amending local bylaws?

Why? When the management company tells a board member she can't vote, the proper response is to ignore them, not to present them with evidence. If the company persists, a terse reminder that the board has the power to fire the company should be sufficient.

Why do we get so many questions about situations where organizations are taking orders from their employees? The manager works for you (not you personally, but the board) not the other way around. The board should not let her push it around.

But before all that, does the board have the power to amend the bylaws? What do your bylaws say about their amendment?

Interpretation of bylaws is something only your organization can do, through points of order and appeals, and is beyond the scope of this forum.

Agreeing with Dr. Stackpole, you do so at a general meeting, not a board of directors meeting.

Then whatever this English document might be, it is not your bylaws, unless and until you decide to adopt it as such. It's just a piece of paper.

In addition to the other answers provided, with which I agree fully, I will simply add that we can't answer this one. Both the answers provided have been from the parliamentary standpoint, because legal questions are beyond the scope of this forum. Should parliamentary measures fail, you would have to consult an attorney to determine if you have legal recourse.

No, non-existent entities cannot take action for the organization. Null. There was no meeting of any existing body.

Since this is a forum on parliamentary procedure, we can't really answer either of those questions. We can say that, if the rules in RONR apply, the presiding officer of a meeting should remain impartial and not enter into debate.

Make that appointment with an attorney. There is very likely a legal remedy, even if not apparent on the face of a statute. From a parliamentary perspective, you might consider using the motion to set the time to which to adjourn so that the next attempt can be made sooner than the next year.

There is, in fact, no problem, except that the minutes should not have been "pulled from the agenda" in the first place. The minutes may be approved so long as a quorum is present; it matters not whether those present when the minutes are approved were present at the meeting which the minutes memorialize. I was about to write that anyone may vote on the minutes, but that isn't quite true, because, in fact, you don't vote on the minutes. The proper procedure is for the chair to ask for corrections, and once any have been handled, to declare the minutes adopted. In any case, all members present when the minute are considered may fully participate. Lest you worry that those who were not present have no way to know what the minutes should say, note that they may well know something on the topic. For instance, if I were absent and the minutes record me as making a motion, I know that is incorrect. Similarly, there is no need to worry about unfairness to those who were present but are then absent when the minutes are approved - they had every right to attend a meeting where they knew the minutes would be considered, but chose not to. Further, after approval, the minutes can still be amended by the motion to amend something previously adopted. Edited to add one more thing: Even if a "new board" considered the minutes of a previous board, that would be fine too.

In what context does it contain those words?

Well if he's making relevant but not fully prepared motions, you can just move to refer.

While I agree with everything that's been written, I would question the emphasis placed here, and the extremes to which we seem to be willing to go. I suspect that a member who knows how to raise a point of order regarding the chair's obligation to assist, and how to appeal the ruling on that point of order, should also know how to make a motion in the first place. If a member persists in, instead, making indecipherable statements, I question just what obligation the chair has. The citations provided show that the chair must assist but what if the motion is so unclear that the chair has no idea how to make it clear? Or is so unclear that it makes more sense to rule it out of order than to smooth it to record in the minutes? It seems that the real obligation being stated in that quote is to not put to the assembly an unclear motion, rather than to clarify it. If the latter, it is limited by the limits of reality. Thus, it seems to me, there is some leeway for a chair to say "figure out what you want to do" rather than taking up the assembly's time asking if the member is trying to refer to committee, or extend time, or one of the dozens of other things the member may be trying to do. (When I've been a member and watched a chair try to help a member who doesn't appear clear on what he wants to do, I've generally jumped in to move to postpone to a time certain, then spoken to the member during a recess to figure out what the heck he wanted to do and tell him how to do it.) There's less leeway, I would think, the more 'urgent' the matter is - i.e. the greater the chance that the member will be permanently unable to do what he wishes if he doesn't do it right now. But members have some obligations, too, to learn how business is conducted, and to make motions in a manner that doesn't unduly delay business. In short, I think there's room for judgment here.

I agree (unless, possibly, this person will have met the qualifications before taking office).

What of the fact that he has already sought the office using that bylaw provision? It seems to me that, if he remains eligible, there's no penalty, and so that prohibition is unenforceable.

Well, if someone wants to allow an unqualified (per the bylaws) candidate into office, he should move to amend the bylaws, in my opinion. That said, it would appear (in my personal opinion - it is up to your organization to interpret your bylaws) that these are requirements for "seeking" office, not for serving in office. Your organization will have to decide what "seeking" means, but in my opinion, a write-in who wins can serve without meeting these qualifications. However, the facts here are somewhat more complicated, since you say this individual notified the Election Officer of intent to seek election, which is what is specifically prohibited. However, under these particular circumstances, it seems to me that this interpretation makes little sense. For one, it's impossible to enforce, and hence the interpretation would render a bylaw provision meaningless: you can't do anything to actually stop a person from sending a letter, and if the bylaw violation is noted, they can always "withdraw" (or whatever) their notice, then ask to be written in without notice. It just reduces it to surplusage. Furthermore, it is inconceivable to me that an organization would provide that people who have been members only briefly can only become officers by springing their candidacy as a surprise, rather than by using the elections process. If there is any ambiguity, the intent of the people adopting the bylaw becomes relevant, and it seems to me that this intent, even if it is not clear in general "candidacy" provisions, is entirely clear here. Thus, even if we accept the standard candidacy/qualification distinction (I tend to agree with Mr. Mervosh's new opinion on that, but I think it's still the accepted interpretation and thus is what I apply) and even if we think this language is more like candidacy than qualification, I think this, in light of the provision for what seeking entails, falls on the prohibited side. But, again, none of that really matters. Your organization, not me, gets to interpret it. Rather than moving to suspend, though, they should just assert that the candidacy is legitimate, and appeal a point of order in order to get a decision from the organization.

Rules in the bylaws may not be suspended unless clearly in the nature of rules of order. Rules regarding qualifications for office are not rules of order. But the membership could always amend the bylaws, depending on your procedures for doing so. (By the way, if he intends to run in October 2018, Saturday would appear to be too late.) The exception is if a rule specifically allows for its own suspension. Does this rule? Do people have the "right" to bring out of order motions to the membership? Depends what you mean by right. Anyone can make a motion, and the chair can rule it out of order. All this is premised, of course, on your interpretation of the bylaws. But the organization has the right to interpret the bylaws. If anything, either in the qualifications or the rules for suspended rules, is ambiguous, it will be for the organization to decide if this is allowed. Based solely on what we've been told, it would appear not to be in order.

Interesting that we'd say this simultaneously, despite being in different time zones. Quite an instance of minds thinking alike.

Well, that's a suspected motive, but it's not a reason. How did it come to pass that the membership approves board minutes? None of your work situation explains that. At some point, that has to have started happening - why? Was there a bylaw passed that made it happen? Both the National Association of Parliamentarians and the American Institute of Parliamentarians maintain, on their websites, a list of professional parliamentarians. You can search by your location. Not only can they speak at meetings, they can make motions (at membership meetings) such as "I move that we dispense with the reading of the minutes" (assuming there's some good reason you are considering board minutes at all), and can raise points of order (such as, perhaps, that the board minutes have no place at a membership meeting). Remember, the board does not run membership meetings, the members do. The board is not even present as such.

No, each member is entitled to one, and only one, vote. As one of our regulars used to say, you count heads, not hats.