Joshua Katz

When is the next meeting?

Unless your bylaws say otherwise, vacancies are filled by whatever body did the initial appointing, after giving notice. So, for instance, if your general membership elected your board, your general membership would elect the replacement. Exception: if the resignation is in the Presidency, the Vice President assumes that position, and the Vice Presidency is then vacant. Of course, if your bylaws say otherwise, you'd follow them. But in no circumstance (unless your bylaws say so) does it simply move to the person with the second most votes. Does the President have the power, granted by the bylaws, to do this? Sorry, not up to them. People are chosen for positions by the organization, they don't get to swap roles at will. Then see above on filling vacancies when the bylaws are silent. If your bylaws truly are silent, not a bit of this is proper. The President cannot fill vacancies, for one thing. You raise a point of order that all of this is nonsense, and be prepared to appeal if necessary.

You should fire the management company for expending organization funds without authorization. On the parliamentary situation, though, it is now 2018, so much more than a quarterly period has passed, and the motion is no longer on the table. You can move to authorize the payment if you choose, but why is your management company spending your money without authorization?

A personal attack does not become less personal, in my view, if directed at several members of the assembly. It becomes less personal only if extended beyond the assembly, i.e. to Democrats/Republicans (and even then, "Democrats are circus seals" is, in my opinion, out of order given the likely presence of some Democrats, unless you're at a Republican convention or something, where it's particularly stupid to say). But, in any case, if you could not say it about Bill, you also can't say it about Bill and Bob, where Bill and Bob are both members of the assembly. And yes, even when not directed at individuals, there are general rules of decorum in RONR that call for speaking politely. The core of the attacks on individuals is two-fold. Probably the more important element, which also applies to groups, is speaking to motives rather than arguments, or attacks on people in place of their arguments. Whatever a person's reason for making a motion, debate should be about the motion, not the people. As a general matter, there's no good reason to be speaking about other members at all, aside from, say, a motion to give someone money for healthcare or to reimburse their expenses. Most of the time, members are not the topic of discussion, and even if something isn't clearly an attack, it's probably not relevant to the topic being debated and subject to a point of order for that reason. The second element is general decorum, which applies regardless of whom you're speaking about. We want meetings to conduct business and make efficient decisions, not be general opportunities for insulting people. Insults, whether directed at those present or not, contribute to an environment where people do not feel free to speak, lead to worse decisions, and make decision-making less efficient. In any case, raise a point of order, and the assembly will decide if this member is over the line or not. I once had a member of an assembly threaten to punch me when I raised a point of order after he spent 2 minutes attacking the members of a committee rather than discussing their proposal (which, by the way, I very much opposed). I calmly made sure our Chief of Police (by law, also our First Selectman, and the person who had convinced me to run for office and my campaigning partner) and every other police officer in attendance had heard him, made sure he knew they had heard him, and repeated my point of order, which was ruled well-taken. He threatened me again after the meeting, then went to the restaurant I had used as an unofficial campaign hq and threw menus at the owner, although I'm pretty sure that was an unrelated incident.

I am having trouble distinguishing assertions about RONR/parliamentary law (some of which are incorrect) and statements about your bylaws. Can you clarify how much of this is coming from your bylaws? In particular, where is this "no confidence" business coming from (not from RONR), and from where do you infer that the Secretary can "refuse" to run a meeting? So far as RONR is concerned, the Secretary is not even supposed to run a meeting (unless elected chair pro tem). I'll assume the resignation was accepted, the prior VP became P, the Vice Presidency is vacant, and something in your rules requires you to wait a month. I don't know what to do with "nominations are now open" so I'll ignore that. I'll assume something in your rules allows you to remove the President without a disciplinary process and without electing a new President in the process (in RONR, the way to make the President removable is to use the phrase "until a successor is elected" which avoids this problem). What should happen at your next meeting is that the Secretary should call the meeting to order and preside over the election of a chair pro tem. Notice should then be given of elections to fill the vacancies (assuming the body meeting is the one authorized to fill the vacancies, which without any rule to the contrary is the body which elected them in the first place), and at the next meeting, the Secretary should again call the meeting to order, a chair pro tem should again be elected, and an election should be held. If the Secretary refuses to call the meeting to order, or is unable to or absent, anyone can call it to order. You'll also need to elect a secretary pro tem.

But, as a wise man says: Which, in my opinion, is right precisely because the words mean the same thing. If the alternative is incorrect, sure.

But try saying "adopt the minutes" here and see what happens.

If your custom violates any rules, it falls to the ground on a point of order. But, again, you can drop people off the ballot; as Mr. Martin described above. But you can't stop people from voting for them, anyway.

When quorum is lost, you can no longer conduct business (with the exceptions of actions which may be taken without a quorum, of course). The minutes should note the loss of quorum and, presumably, the adjournment that followed. If, on the other hand, the organization broke its rules and conducted business without a quorum, the minutes should reflect that - they are a record of what was done, not what should have been done.

Yes, I'm a member of an organization that drops the lowest vote-getter on each round of voting (and uses approval voting, but that's another story). It sometimes causes trouble - one challenge is making sure it's clear that the dropped lowest vote-getter is not a write-in with one vote, but rather the lowest vote-getter actually on the ballot. I dislike it, personally, because of the potential, without it, for support to coalesce around a compromise - no one's first choice, but someone everyone can live with. That's why I find it more palatable, by the way, when combined with approval voting.

First, RONR is likely not the governing source here, but rather your own ordinances or other laws. So far as RONR is concerned, there is no such thing as a "revote." There are some ways, though, to bring an item back before the assembly. Most important in this context is "rescind or amend something previously adopted" which requires a majority vote with notice, a 2/3 vote, or a majority vote of the entire membership. Another option is sometimes reconsider, which requires only a majority, may only be moved by someone who voted on the winning side (or, in committee, did not vote on the losing side), and may only be moved at the same meeting, or the next meeting or a multi-meeting session (in committee, no such time limit exists). If reconsider is adopted, the motion is brought back before the assembly in the same parliamentary posture as before its adoption.

I, too, could be persuaded by additional facts, but based on what I've seen, I don't think I agree. This isn't some technicality - the bylaws say that board action is required to form a committee. There was no board action, and the committee is purported to be in existence (right now). That looks to me like a continuing breach. I'm not really sure w hat the citation to page 251(a) is meant to accomplish, or what you mean by the lack of anything running counter to it. That section says that a continuing breach exists when a main motion has been adopted that conflicts with the bylaws. Is your point that officers can run off, willy-nilly, doing things outside meetings so that they escape timely points of order, and that, since no motion was made about it at all, it can't be a continuing breach? Or, to put it another way - exactly when would a point of order have been timely? You assert "when it was announced" but why? That wasn't when it purported to be formed. The whole point here is that the bylaws require action, not just information, by the board, and the board did not act. I'm not clear, by your logic, why a point of order would have been timely even when it was announced.

If a committee was formed without following the procedures in the bylaws, a point of order should be raised at a meeting.

The question is a bylaw amendment. The organization should vote on it, and if there are enough votes to change it, it should change.

Not so far as RONR is concerned. If your rules specify this, then it's a question of bylaw interpretation, but if the rules in RONR apply, election requires that a majority of voting ballots include the candidate, and is not based on how many votes are recorded on each ballot. Well, either your rules permit the limitation and prohibit write-ins (without which the limitation doesn't do much) or they do not. If they do not, this would be a good reason for changing them so that they do. Or it might not be, reasonable minds can differ (I think, personally, that if you stay long enough, people coalesce or leave, and that this is a lesser risk than denying people the right to vote, but that judgment call is for your organization, not for me.) In any case, as far as to how many candidates you should be limited, we have no idea. It depends on the motion made and your background rules. There's no answer we can give you to your "double plus one" question because nothing about the rule appears in RONR or is derived from any source we know. It may be derived from your rules, or may be something someone made up one time and people have repeated ever since.

I think the question is whether multiple amendments may be proposed in a single motion. They may, as far as the rules in RONR are concerned, but if they are not conforming amendments (i.e. amendments which would create illogical outcomes if one but not another were adopted) the motion may be divided under the rules to divide the question. (Note that one form of amendment is called "strike out and insert" and this question is not as easily divisible as two amendments, since it is in fact one question, but that form of amendment only works if the strike-out and insertion are in the same place, or if the same words are to be struck in one place and inserted in another.) But it also appears that this question concerns some custom rules of the assembly, note the reference to "one reading," in which case some interpretation of your rules may be required, which only your organization can do. We might be able to point you in the right direction, though, if you tell us what your rules are.

Well, it seems to me that while all this is helpful for the future, it doesn't tell us much about what this organization should do. To answer that one: not much. If the chair declared a motion adopted, it is in effect, and it is too late to raise a point of order that two motions managed to be pending simultaneously. In the future, the chair should be more careful.

Often, it's sort of like volunteering as tribute.

Wouldn't it matter what the motion setting dues says? If it says "2010 dues shall be $20," I'd be hard-pressed to say it takes anything other than a majority vote to set 2011 dues. The OP is roughly like this since the adoption takes place within an annual budget. If it says "dues shall be $20 hereafter," then I agree it takes a motion to amend something previously adopted.

Although bylaw interpretation is for your organization, absent any contrary provision, it looks clear to me from this that the officers of the corporation are members of the Board (except that, according to RONR, directors are officers). However, a second fact is also apparent: this is a corporation. So you'd need to look for contrary provisions not just in your bylaws, but also in applicable corporate law. In corporate-speak, "officers" generally refers to certain key employees, some of whom are often on the board (such as someone who is both CEO and chairman) but most often are not, or might attend board meetings without a vote. Since you say: I think the best thing to do here is ask people who argued for that interpretation "why?" and where it came from. As an interpretation of RONR, it seems likely to be wrong absent some other bylaw provision. But it may arise from somewhere else - perhaps in the corporate code, perhaps as a misunderstanding of the corporate code...

Agreeing with Mr. Brown, even if the assembly did vote on approving the minutes, it wouldn't require a unanimous vote.

If your bylaws refer to the non-directors as "members" of the board, they can vote absent a contrary provision. I don't think we really can give any further answer absent seeing the bylaw provisions, though. If you want to provide the board makeup provision, please do so verbatim.

1. Unless you have a very small group, one member cannot "refuse" to take action. In any case, the procedure for approving minutes is as follows: the chair asks for corrections, and if there are none, declares the minutes approved. So she can either offer a correction, or not. If she doesn't (and no one else does), they are approved. If she does, the group can vote on it (or adopt the correction by unanimous consent) and then the minutes are approved. Why, exactly, has the group allowed one member to hold the minutes hostage? 2. You should not wait 6 months to approve minutes. Instead, the body can appoint someone, such as the board or a minutes approval committee, to do so. 3. As for the month-old point of order, it should either be found well-taken or (more likely, depending on what the point of order is) or not well-taken, and included in the minutes of the meeting where it is raised. It has nothing at all to do with the minutes of any prior meeting, and should not be attached to them as an addendum or otherwise. Regardless, though, she can offer them as an addendum, or correction, or whatever, and the assembly can vote no. Then everyone can move on with their lives. It's possible I've missed something, though. If so, please let me know.

I don't have RONR in front of me, but I don't recall any preference or suggestion. The common method of implementing staggered terms, though (I'll assume a board with 3 "classes") is to adopt a bylaw providing for annual elections of 1/3 of the directors (you'll have to figure out what to do about other officers) and a 3-year term, with a proviso that in the year of implementation, 1/3 will be elected to full terms, 1/3 to 2-year terms, and 1/3 to 1-year terms. Further, the proviso should specify which positions will receive which length - seats 1-4 will have full terms, etc. I suppose there are other ways, such as using vote margins to assign initial term lengths, but I'm not fond of them. The best, it seems to me, is simply for voters to know what term length they are voting for, and to go ahead and elect people to specified seats for specified lengths, leaving it up to the voters whom they wish to elect to each position in the transition period.

I agree - if it doesn't specify, then the members may set the level of dues by an original main motion. I'd add, just because the topic is dues, that, unless the bylaws specify otherwise, a member who fails to pay dues does not lose rights, unless a disciplinary process is used.