Joshua Katz

1. I do not believe that adopting a resolution of the sort discussed by RONR to solve your problem would be "overstepping," but I am not a member of your organization, which must decide whether or not to adopt such a resolution. If they regard it as "overstepping," then the resolution will fail. 2. Did you read the discussion on p. 598 about indisputably necessary changes? If you are striking sections and inserting others, the headings there would seem to fall into this category. I am not sure why that discussion seems to imply that cross-references are either not indisputably necessary or change the meaning, since it seems to me that the indisputably necessary changes allowed there would have the result of changing the meanings of uncorrected cross-references. Nonetheless, that seems to be what it says. The simplest solution is to include the necessary cross-reference changes with the change that makes them necessary, as conforming amendments.

Then they are probably special rules of order, and the rules you want are on pages 15-17 of RONR.

That is not stated, in part because the words guidelines and policies are not defined in RONR. There is a hierarchy of rules. At the top sit procedural statutes (laws about how to conduct meetings). Then your articles of incorporation, if any. Then your bylaws and special rules of order. Then RONR. Then your standing rules. Your guidelines and polices might be bylaws, special rules of order, or standing rules, because guidelines is the word that your organization has chosen. You'd need to know what they are to know if they trump RONR or not.

One way to do that is, if feasible, to offer a workshop on parliamentary procedure. I found that focusing less on 'how,' and more on 'why,' tends to work. A focus on "we can go home earlier and get more done" tends to open minds.

According to the rules in RONR, the election would be effective immediately (not at the next meeting). However, what do your bylaws say about term of office and conduct of elections?

1. Most likely, your organization has adopted RONR, not Parliamentary Law, and so those are the rules you must follow. Executive sessions require a majority vote. However, in some jurisdictions there are applicable statutes. 2. The assembly which is meeting may vote on a motion for an executive session. If the board is meeting, then the board may vote. If the membership is meeting, then the membership may vote. However, check your bylaws, any applicable provisions in the parent organization's bylaws, and any applicable statutes.

This is a pretty standard item for meetings, but, well, that's not how it's supposed to work.

I have no idea what's going on here. First, what is a cc? Second, you say you decided to vote no, but you then say no one found out. How did that happen? By what means were the votes taken - voice vote, roll call, hands, etc.? You then say something about abstaining. Voting no and abstaining are (usually) different things: abstaining means not voting. Either you voted no, or you abstained, and if you voted no, then no, it does not count as abstaining. Next, you ask about the minutes. Unless you had a counted vote or a vote by roll call, the minutes should not say what the count was, just if the motion carried or not. If they do include the count (presumably for one of those reasons), and you voted no, then they should not record 0 no votes, and you can move to correct them by making an amendment - either it will be accepted by unanimous consent, or it will take a majority vote to amend the minutes while pending for adoption. Finally, though, you say you didn't say anything, so I'm not sure if you voted no, or what.

Corporate codes sometimes set up special rules for staggered boards. This may be a legal question.

Is the organization incorporated?

Given the bylaw language, my opinion is that a motion, debate, and vote is sufficient, if it reaches the threshold. Do you disagree? Such debate would certainly allow argument and evidence. More importantly, though, it looks to me like the bylaws allow it as a motion, albeit with a special threshold, not a disciplinary process. The bylaws also allow for an appeal process for suspension of officers, and that appeal is conducted by a separate body, with its own procedures (the bylaws permit it to adopt procedures each term, and send them to the secretary to be provided to the membership). But here we're talking about the initial process.

If it is truly a subcommittee, its members need to be drawn from the parent committee. But that depends on how it was established.

I don't think the email ballot is the main issue here. I rather suspect the organization also permits videoconference meetings, and will hold one on this topic. The question would be whether that meeting must follow procedure, and must be held in ES. My answer is no, although I do agree that the procedures may give helpful advice.

I read adopted as adapted.

I do not know what you mean by "oversee a standing agenda item." In particular, I don't follow 'oversee.' Can you clarify?

The length of office does not use "...until their successors...."

Or "non-members."

Membership rights may only be lost via a disciplinary process, unless the organization provides another way in its bylaws. Here, our bylaws provide another way - the adoption of a motion by a 2/3 vote of the entire membership of the board. The term provision does not include any mention of successors, so we can't rely on that, but I think this provision clearly provides an alternative to the chapter XX process.

Presumably the shutting down can be done even if this position is vacant.

If a quorum is present, and all but one abstain, the matter is still decided.

Other options include providing beer and pizza throughout the term of the person who steps forward. Or, I suppose, shutting down the organization if the position is vital and no one who meets the bylaw qualifications wants to do it.

I agree, but I would add that, as a general matter, a prohibition on write-ins would look like that, not like a provision establishing a nominating committee or petition process. The purpose of a petitioning process, if write-ins are not prohibited, is that it is much harder to win as a write-in candidate, and most voters tend to vote for candidates on the ballot.

Agreeing with Mr. Mervosh, it seems to me that the interlocutor's arguments are incorrect (it is just not the case that elected offices must always be filled by ballot, which is what they are claiming) but the conclusion is correct. And, unless there is some prohibition on write-ins, this is not a pointless formality and shouldn't look strange, since a write-in campaign could win.

Okay, but if the person proposing the "meeting" says we'll take action, but no action is taken, maybe the rules were violated, but there's nothing to declare null and void. So far as I can tell, nothing was done, and a point of order that they met incorrectly would be pointless since there would be nothing to reverse. All that was decided was, apparently, to meet with the trustees and see what they can do. Furthermore, just who needed to be informed of this so-called special meeting? As I understand the facts, the president met with town trustees, but the complaint is that fire department members weren't invited. Unless a rule or law requires otherwise, fire department members would not have to be invited to special meetings of the town trustees.

Well, I see where you're coming from, but then there's: So, just as a clarification, if the group made a decision and acted on it, then it was a special meeting of the trustees, and would have to follow whatever rules allow for special meetings of the trustees (and, if there aren't any, then the trustees cannot have meetings). But a point of order still could not be raised at the FD. If all they did was talk, not act - and it's unclear how they could have acted - then even if they call it a meeting, I don't see what the point of order would be.