Joshua Katz

I would guess the question could be paraphrased as "can they appoint, or do they need to hold an election?"

Tis what I meant.

I agree, but this might be a difficult change to get through...

Sorry, I must have missed it. I was hoping the language would reveal more about the nature of the automatic rise to the Presidency, but it remains unclear to me if it applies in the case of a vacancy. I agree with Mr. Martin's assessment, and in particular the statement that the organization will have to determine for itself whether this automatic provision applies to vacancies. I question, though, just how to do that. Usually the process is to raise a point of order followed by an appeal. But what action could be undertaken here? At a meeting, a chair pro tem could be elected, and maybe a point of order could be raised that this requires a suspension of the rules since the President-Elect is now President, allowing for a decision to be made. That seems like the best vehicle to me, but it seems potentially disruptive, just because of the nature of the decision (determining the President). Consider that Bush v. Gore is still discussed today in terms of the legacies of Justices Scalia and O'Connor.

Well, it would help if your secretary recorded the exact wording of motions as stated by the chair, and didn't insert commentary. That said, it might be challenging to discipline a secretary for not doing something required, not by your rules, but by the bank rules, to fulfill the motion. But that is for your organization to decide in the disciplinary process, should you choose to follow it. By the way, one way to simplify disciplinary matters, if the situation is severe enough, is to look at the terms of office in the bylaws. If they say "or until their successors are elected" then officers may be removed without the full process.

Well, it sure sounds like the procedure for amending the bylaws found in the bylaws was not followed, although it may be a matter of bylaw interpretation for your organization to decide. If the procedures in the bylaws for their amendment are not followed, the bylaws are not validly amended, any more than your bylaws can be changed if I hold a meeting of my friends and decide to do so, so the real question is precisely what the bylaws require.

If they have not been approved, they are draft minutes (or, more precisely, the Secretary's notes). Yes, the motion is valid when adopted, not when the minutes are accepted. It is up to your organization whether it is cause for discipline, although ignoring motions passed by the assembly about the organization's financial matters seems like it might be. The specifics to follow are in Chapter XX if your bylaws do not contain custom rules for discipline. One thing you'll need to determine is whether the motion actually directed the secretary to do anything. Draft minutes should, in fact, be labeled as draft.

I agree with Mr. Brown, but I'm still curious what the exact language is that says the President-Elect automatically succeeds to the Presidency (presumably at the end of the term).

What exactly do the bylaws say about this position? Also, how do they define the term of office, for both this position and the President?

Just as I predicted. I would expect you to say, then, that the same applies to the board itself - if the board adopts a budget, it would need to amend that budget in order to spend more. I have no new argument as to why I disagree, since I don't see a new argument here as to why this follows from a discussion in RONR about boards only being allowed to modify actions of the assembly when a bylaw permits it. It's a horse of a different color, yet it's the same horse - i.e. the same budget. The argument here is that the very act of adopting a budget, absent any statement as to its purpose in the motion, limits expenditures. Yet for some reason, that same adopted budget means absolutely nothing about revenue, because a society can control its expenditures but not its revenues. I would suggest, instead, that if the same logic cannot apply to a second part of the same adopted document, it would be incorrect to apply it to the first part (unless a rule or the motion itself directs otherwise). And of course I agree that a society may control its expenditures. It can, for instance, adopt a budget, and include language in the adopting motion directing that no expenditures above the budgeted amounts are permitted. It can also, I maintain, adopt a budget for its own guidance and reference, which does not bind it.

I guess I'll be told I'm wrong, but I think this is all contingent on the motion that adopted the budget, and any applicable rules in the organization. No organization adopts Merriam-Webster (shudder) as their parliamentary authority, but working with what is here, a plan is not a commitment. Here's a question for you - what should be done if revenue falls below the revenue number in the budget? Need the budget be amended? But wait, what about the period when the organization is on track to meet those numbers, but hasn't done it yet? Is the budget not being followed until revenue hits the target? Or should we say, in line with common sense, that the number in the budget is the amount we plan to take in, but we might end up taking in more or less? What could be more obvious than this statement? Of course the board cannot amend something adopted by the assembly unless there's a bylaw permitting it. I still think the effect of the motion, though, depends on its language and the existing rules. I disagree. I think the organization would need to adopt a bylaw if it wanted its budgets to automatically be binding, or it can insert language into the motion adopting the budget making it binding, or it can adopt a standing rule giving the budget teeth. I belong to an organization, for instance, which allows spending up to 110% of the top-line budget item and does not make the individual line items binding. I also disagree with you about what we're disagreeing on, apparently. I agree that amending the budget requires the vote threshold to amend something previously adopted. I disagree that adopting a budget, without anything further, binds your spending. Adopting a budget neither spends money nor restricts spending, unless your rules or the motion make it so. I am much more confident that you can adopt a motion which spends more than is in the bank account than I am on this issue, although I think I'm right on both (as people tend to believe).

It seems to me that, on a side note, if the President is made an ex-officio member of all committees, and the exception is, in fact, omitted, then the President will be ex-officio a member of the Nominating Committee.

A resignation must be accepted or acted upon to prevent it from being rescinded. Before it has been accepted or acted upon, it may be withdrawn, email or no email. Given that the BOD elected the President, how was the BOD selected, and was the President already on the BOD before being elected President? I am puzzled by your order of succession. If the President's resignation makes the IPP the Chairman of the Board, who was the Chairman prior to the resignation, and who becomes President?

1. Only if there is a rule in place regarding unbudgeted expenditures so requiring. 2. Same answer. I agree with your overall reasoning here. I'm also not sure what thread you mean. I know there is one about a motion to spend more money than is in the account, where I think your reasoning also implies that motion is in order - and I agree too, if you think that.

Why? What difference would it make if some non-member wanted the assembly to take something up?

It would appear that such a committee is appointed for a particular task - providing recommendations on all matters relating to its area of expertise. So long as the next board is not stuck with it (or with an enhanced threshold for eliminating it) I think it can do that. What I insist, by the way, is that the nature of the "committee's" duties could simplify the issue, if we and the organization would let it: we could avoid all this talk by just letting people clean the kitchen without insisting that it be a committee. It only complicates the issue because in other cases where the word committee is used to refer to a working group (or, at least, the examples given here) there was also a natural ending point, but there is no natural ending point to organizing the kitchen (as a look at my kitchen would prove, despite my multiple efforts to organize it). There is, though, a natural ending point to when the board may tell people to organize it - the end of their term.

Well, my major point was that there is more doubt than that, but I admit that this is pretty convincing, so I'll also say there can be a moderate amount of doubt as well.

I don't have my book with me, but I doubt it, other than the simple statement that the VP becomes P.

Unless the bylaws say otherwise, the Vice President steps into the President position. Once that happens, that individual is President, not half-president or anything of the sort. Therefore, the term of office is the same as the President - i.e. until fall 2019. However, you do have a vacancy in Vice President, and that should be filled by whatever means you have of filling vacancies. Although you didn't say when the Vice President term ends, even if it ends this fall, the answer would be the same, because this individual is no longer Vice President at all. He is President, and therefore that is the only term of office relevant to him.

In that case, I think the best practice is to identify someone who is willing to make the motion ahead of time.

Well, I agree with J.J. that there aren't other meanings, at least none that come to mind, with regard to a physical, paper application. It is possible, though (albeit unlikely 😉 ) that the organization in question was somewhat imprecise in its phrasing, and meant only that two members had to agree with the new member, not that endorsements must be "carried" on the form. In the end, though, I think it makes little difference regardless, unless there is some terrible trouble involved with getting the signatures.

Members make motions. In general, convention motions are made by committee chairs, by direction of the committee, and these do not require seconds. This is premised, though, on the committee chair being a member, and there being at least one other member in the committee. Failing that, the committee will need to simply report, and see if a member is willing to make the motion, much as the same as RONR describes for officer reports. I note that this is not much of a problem, unless too much formality is applied - if no one is willing to make such a motion, it is hard to see how it would pass. Furthermore, nothing prevents the board from "shopping" around prior to the meeting for someone to make the motion. You certainly can make a provision in your bylaws, and probably in your special rules of order (so long as no voting is involved), although whether you should do so is a question for your organization. I don't see this as being a big deal, unless people are inclined to worry more than they should about who makes the motion (a symptom that mindless formality is taking place, but a common one), in which case you can either solve that problem, or amend your rules, whichever is easier, I guess.

Is there any reason to think absentees will be more favorably inclined than those who attend? Well, you can always get a new president, or quit. The presence of a lawyer telling you you're wrong (about what? RONR is pretty clear than an appeal is usually in order) is meaningless so far as parliamentary procedure is concerned. You are correct that the right way to approach this is to line up support before the meeting. That said, I'm not exactly sure what the best thing to do is here, from a "best practices" standpoint. You are right - if absentee ballots are not allowed, they shouldn't be counted. However, that creates some unfairness - people will reasonably decide not to attend based on the ballots they received, and it's not exactly fair to mislead them. My opinion would be that, ideally, the vote should not be held at this meeting, so that the situation can be clarified. Should it come down to it, RONR contains a procedure for removing the chair. Note that it tends to be, to put it mildly, disruptive. I mean, RONR says absentee votes are only permitted if permitted by the bylaws, so really, the fight is about your bylaws. We can't answer this (or, at least, we won't). Your lawyer can, though.

During a meeting, you can adopt the motion to set the time to which to adjourn, which sets up an adjourned meeting which is a "continuation" of the prior meeting. If you have not done so, and the meeting has adjourned, it cannot be reopened. People should be able to confidently leave when a motion to adjourn has been adopted, knowing they will not be losing the chance to vote on something. As for "opening a new meeting," that would be a special meeting, which can only be done if your bylaws permit it, and almost certainly (unless you have very strange bylaws) would require notice, so you cannot simply adjourn a meeting, then open a new one. Just think of the mischief you could do if this were possible!

I do not agree, and I'm a little puzzled because this seems obviously wrong, so I must be missing something. It seems to me that every time RONR discusses the rights of members, it says "unless the bylaws provide otherwise." Qualifications for membership must appear in the bylaws. Why would a special rule of order suffice here?