Joshua Katz

Somehow, in this instance, I think the fault lies not within ourselves, but in the guidelines, dear Brutus. As I suspected. Those are fine-sounding terms, but often in terms of bylaws they mean confusing. Okay, here's what confuses me: So does "larger" here just mean larger than the board, i.e. the local group? Were they adopted as bylaws? (A great illustration of the value of proper minutes) - how do the minutes phrase the motion to adopt them? Usually organizations use that term to indicate something less than full adoption as governing documents. Yours may not, but often it's the case, and it almost always leads to confusing and fighting later. Well, nothing wrong with friendly language per say, but often when people try to write "friendly" bylaws, they end up not saying what needs to be said. Where is that written? The snippet you provided certainly suggests it ("two-year commitment") but doesn't say explicitly that they are out after 2 years, the way it does for alternates. Does it say it somewhere else?

Well, it says two-year term... An object lesson, perhaps, in why "oh, we're all friends here, we can write simple rules that we all understand" doesn't work a few years or decades later. In any event, I largely agree with the previous responses, but I'm not confident about the way the organization is governed. I'm not confident, in particular, that the "guidelines" are functionally bylaws. Were they adopted as such? The word "guideline" does not suggest mandatory. Regardless, you don't need a rule in the bylaws to say that officers may not simply refuse to conduct elections when regularly scheduled (or, if not, when specially scheduled) because they've unilaterally decided to stay in office. That's how third-world countries are run. What you do need, and may or may not have, is a membership willing to stand up to the offending officer and say "nope, we're voting now, please have a seat." Of course, if you don't have that, there's not much point in an election anyway, other than the precedent. Why do your guidelines refer to your parent organization electing your officers? I think I'm missing something in how your elections work. Anyway, one thing that troubles me is that alternates are specifically given term limits, but officers are not. The "guidelines" are a mess. If this group is responsible for significant assets, you should hire a professional parliamentarian, as the problems here seem beyond what this forum can assist with.

I think there are two issues here, unless I misread the original post. The second - standing rules cannot create officers - has been addressed. It is also the case that the President cannot (unless the rules say otherwise) create standing rules.

Things can be null and void for a variety of reasons. If you found it null and void because you never had the power to adopt it, that's one thing. If because there was no quorum, that's another matter. Okay, fair enough.

So what? We don't ratify things that are already valid. And it would require the same vote threshold as ratify. What difference does it make whether they add the word "ratify" at the beginning of the sentence? Again, the only difference is some sort of formality for its own sake.

Well, I struggle to see any problem at all. It is null and void because it was adopted without a quorum, but otherwise was within the power of the assembly. Ratification is used when an action is within the power of an assembly but is taken outside of a quorate meeting. It seems to me that your explanation leaves out time's arrow and acts as if the assembly is saying "it's in effect and it isn't." The assembly is deciding, first, that it is not in effect, and, second, that it wishes it to be. In any event, if you prefer to simply make the same motion rather than move to ratify, the vote threshold certainly won't be increased, or, to put it more relevantly, ratification does not require a lower threshold than just making the motion. So who cares which word is used? Formality for its own sake.

Huh? Why? Isn't that precisely the position where ratification makes sense?

I am agreeing with J.J. and, I think, Mr. Brown, that the chair's putting the question on ratification is a ruling on quorum, and if that ruling is not objected to, it should stand.

This is true. It just seems helpful to clarify the terminology and to provide what might be helpful tips if it turns out to be, e.g., an executive session.

Then why doesn't the lack of a point of order also settle the matter?

Depends what you mean by volunteer Committee. I can think of at least 3 things it could mean. Can you please clarify what it means in this context, and why it might be important?

First, by "executive board minutes" do you mean the minutes of the executive board, or the board meeting in executive session? Second, is the member a board member? Assuming the minutes are not of executive session, and the member is not a board member, the member has no right to board minutes unless you have a rule on the matter. The member does have a right to inspect the minutes of a membership meeting. Finally, the membership may, by a 2/3 vote, require the board to produce its minutes.

Well, you obviously didn't check Josh's Rules of Order.

All true. Yet, if you encountered a question on an NAP exam asking for a synonym for accept, I don't think you'd have any problem answering "adopt."

Well there goes Mr. Brown's analogy.

Yes.

Well, they are accepted, like any report. Then they are approved (or adopted). It is true that you do not adopt the contents of your package. So why do we adopt main motions, amendments, and orders for the previous question, among other things? Why do we amend things previously adopted, or rescind them? One begins to suspect the word can mean things other than "to take on as a child or pet."

Does this phrase appear in RONR?

You know I'm traveling without my book! 😉 In any case, so what? There are plenty of phrases that make perfect sense yet are not used in RONR. And, if the minutes have been approved, or whatever, and you want to change them, what motion do you use?

Yes, I'm traveling without it.

A logical puzzle: can it be that motions do not take effect immediately? If so, when does an unqualified motion to adjourn take effect? Upon, say, adjournment? That won't work. What of a motion to set the time to which to adjourn? When does the adjourned meeting get scheduled? Or, how about amend? Suppose an amendment to the pending main motion is adopted, then the main motion is itself adopted immediately afterwards. Was it adopted as amended? If so, the amendment must have taken place immediately. But why should amendments behave differently from other motions? If, instead, motions take effect, say, when the minutes are approved (for some reason, people here get upset when I say "the minutes are adopted"), then weren't you voting on the unamended motion?

Don't the model minutes in RONR include starting and ending balance?

Agreeing with my colleagues, and also a little confused, let me just add that, regardless of what any committee recommends, the board almost certainly cannot adopt a new Constitution anyway.

We cannot tell you anything about legally, but so far as parliamentary procedure is concerned, if your bylaws are silent on discipline of members, and RONR is your parliamentary authority, see Chapter XX.

Okay, now I understand the question better. Yes, there are mathematical circumstances where a 2/3 vote is harder, in some sense, than a majority of the entire membership. But, as Mr. Martin says, when notice is given, whichever is easier remains an option. Giving notice never makes it harder. I should have read the thread from the beginning.