Joshua Katz

Agreeing with Mr. Huynh, your bylaws do provide otherwise, at least potentially. Only your organization can interpret your bylaws. In my opinion, there is no barrier to the VP becoming President automatically, as Mr. Huynh describes, for the following reason: it is clear that provision 2 only prohibits serving more than 4 consecutive years, not non-consecutive. It goes on to say that 2 years must pass before a person can run for President again, but your VP is not running for President; he is simply becoming President due to a resignation. It says nothing about waiting 2 years before taking on the role. Your President, it goes without saying, is not absent or unable to act; rather, he resigned. The VP then becomes President, leaving a vacancy in the VP which the EC may fill until the next election. Your VP, though, has no option to "take on the duties" and his preference for keeping the title of VP is irrelevant. He automatically became President upon the President's resignation (which is a good thing - how else could your President possibly fulfill the requirements for resigning, as per your bylaws?)

That goes into an area that is even more beyond the scope of this forum. Applicable procedural laws take precedence over anything in RONR or your bylaws. It makes no difference if your bylaws have left them out of the equation, they remain in the equation nonetheless. However, there is the matter of interpreting them, for which you should speak to an attorney. You might wish to consult with a PRP (Professional Registered Parliamentarian) or CPP (Certified Professional Parliamentarian) as well. Mr. Brown has a boilerplate he might drop in here providing information about obtaining referrals for either.

Presumably, the easiest remedy, if available, is no one raising a point of order, and amending your bylaws as soon as possible. Beyond that, the usual remedy for taking actions that exceed authority is ratification, but this motion is only available when the body would have had the authority in the first place. Perhaps ratification would be appropriate by the same process and vote threshold as required for bylaw amendment? One of my betters will weigh in on that, I'm sure.

Your rules do not require notice. Something to think about including. None of this strikes me as problematic. Your organization (note: not your board, but the organization) may decide that some evidence or detail was needed, but so far as I can tell, all that's needed is an accusation. Again, that's something to think about modifying. As for the debate, you can hardly blame that on the rules or bylaws - certainly you should be (assuming we ignore that odd parliamentary authority clause) following the rules for debate in RONR. In other words, if your rules required the hearing procedure described in RONR, and the rules of debate were not followed or enforced, you'd be no better off, in that regard. If your chair refuses to preside properly, perhaps they should be reminded that your rules make it relatively easy to remove an officer... I'm not offended, I just don't think it's accurate. The basic idea here is that being an officer is a privilege, not a right, and so it should be somewhat easy for organizations to remove their officers. However, based on the above, it seems the proceeding was not conducted in accordance with RONR or your bylaws, so maybe that's the "sham" part. RONR is meant to embody (and balance) the ideals you mention. Your bylaws are meant to establish the organization framework of your organization - which may not embrace those same ideals. That's up to the organization. I happen to think those are good principles, and that organizations should avoid writing bylaws that stray too far from them, but RONR imposes no such values or restrictions on organizations. You can do whatever you want with your bylaws. However, even RONR recognizes that the rights of officers, as such, weigh less heavily than general parliamentary rights. The right not to be removed from office is a different sort of right than the right to vote, for instance.

There's nothing requiring secrecy, but any assessment would need to be authorized in the bylaws. The bylaws could permit a standing rule to set the amount, but if the bylaws do not mention such a fee, it cannot be assessed.

Did you know that the NAP holds student competitions? It might be fun to see if any students want to form a team that you can coach.

However, do take note: my interpretation and conclusion is irrelevant. The question is how your organization understands it. At the same time, yes, bylaws can do those things (although personally I don't think the process is exactly a sham. There are still some gaps in my understanding, as well, and further points for interpretation. For instance, your board has the power to remove officers - but it is unclear to me if they are being removed from the specific office, or from the board (I'd lean towards the latter since RONR refers to directors as officers, but officer might have a narrower understanding within your organization). Furthermore, I'd note that, even if we thought your customized rule required a hearing as in RONR, it would have nothing to do with the homeowners - it seems perfectly clear to me that, even then, it would be referring to a process taking place only among the board, and notice would only be due board members.

To the extent that the organization has adopted RONR and doesn't have conflicting rules in the bylaws or special rules of order. However, if I recall correctly, your bylaws state that RONR applies where it is inconsistent with your rules, making this a somewhat tricky question. Let's ignore that for a moment, though, and pretend your rules properly adopted RONR. The question would then be one of bylaw interpretation, which must be done by your organization, and would be guided by the fact that saying that X may be done by doing Y forbids doing X in other ways, in most cases. I think what you're really asking is if the phrase "misconduct or neglect" requires a hearing, and if that hearing would then be conducted in accordance with the formal rules in RONR. That's for your organization to determine, but in my personal opinion, no - it just requires that the officers, when removing someone, state such a cause.

To follow up on that advice: in creating your own bylaws, the easiest way to handle the parliamentary authority part is to copy the language from your parliamentary authority.

I lean towards Mr. Brown's answer. I'm having trouble thinking of the definition by which giving notice is "transacting business" but, for instance, adjourning isn't.

Born in silence, die in silence.

Nothing in this story suggests that your board has no idea how boards operate. Indeed, it looks like your board understands (as too many do not) that boards have only those powers delegated to them. Ideal operation of a board, and what power should be given to boards, is another question.

Thank you both.

Okay, but, practically, what is the rule? Is the rule that the provision must be included in the revision, or that revisions are out of order? I first joined the forum with questions about an organization I was a part of, and where displeasing people presents unusual risks. I chose my name in maybe an overly paranoid manner for fear that a search for my name would otherwise turn up my posts here. I suppose at this point, having moved across the country, I could change it to my real name.

If this has been done, what would the organization do if it wanted to engage in a bylaws revision?

Okay, but based on the citation given originally, I'm having trouble going from "Any board can..." to "The President can..."

Yes, although it seems unlikely that a group in the process of removing someone would decide not to accept their resignation.

Until this conversation, I would have assumed full power to mean controlling the actions of the organization during a particular time, and power to refer to having control over a particular item, but it seems that there's no significance attached to full.

Well, it takes fewer votes to vote down the substitution than to amend it, so if you had the votes to amend the substitution as you suggest, you should have the votes to vote it down already.

Perhaps, but it seems unenforceable. Just amend out the exemption from amendment.

Where did the committees come from originally?

Agreeing with the above, it also makes it much harder to find things later. Ten years have gone by and you want to find the motion that authorized painting the clubhouse red? You're better off if the minutes are short and concise. Further, individuals don't matter. The point of the meeting is to make joint decisions. Once the organization decides, it speaks with one voice. There's no reason to care that Jim thought green was a nicer color, or that Bill screamed at Jim that he's colorblind, so who cares what he thinks? Also, it opens people up to individual liability for no good reason. Finally, look at the UCLA debacle, where their minutes were basically a transcript. If they had taken proper minutes, they would have said that they considered a candidate for the student judiciary, voted, and decided against the appointment. Instead, they wound up with several of their members being quoted as saying anti-semitic things.

First, let's be clear on "member." I'm going to assume it refers to a member of the body that is meeting, that is, the board, because otherwise the answer is "no, unless your rules provide one." In RONR, non-members of the body meeting have no rights, even to be present at the meeting. If a proposed agenda is circulated and is pending for approval, it can be amended by a majority vote. It can also be amended after adoption by a 2/3 vote. If your rules of order require that an item be on the agenda, you can raise a point of order when an agenda is proposed for adoption that lacks that item. If you have rules in effect that prevent you from amending the agenda, then a point of order should be raised if items are not included which are mandated for inclusion. What gives me pause in this question is the inclusion of the phrase "from the floor." Finally, no, you can't force discussion. When a motion is made, it must be considered, but it will be in order to move the previous question, thus ending debate and moving to a vote on the motion. Two people cannot force a discussion to take place, but can force the body to make a decision on a question. Edit: Well, not exactly a decision, but some form of dealing with it. The body can refer it, can postpone indefinitely, etc.

Well, there's a footnote in RONR that says, in essence, that those who decide to venture into email voting are on their own, and should construct rules for themselves, so a lot will depend on your rules for conducting email voting. It would seem that your ongoing email vote is moot, but that's not a big deal, really. As for your questions, what do your rules say about email voting? If they say nothing about needing a certain number of votes (apparently they're silent on when a vote ends if not everyone votes?), then a motion will carry, or not, depending on whether there are more votes for than against, or not, at least for an original main motion. It seems you've already figured out one way to stop it - put an end date on it. By the way, it would be a really good idea, if you're going to persist in this email voting thing, to have a time limit in your rules, rather than passing it on the fly. What if someone doesn't vote on the original motion, or on the motion to limit the time to vote?

I can't find a single thing here that was done correctly. 1. How was giving notice out of order? 2. There is no reason the chair can't preside over an appeal. 3. Whoever is presiding needs to clearly explain the question and the meaning of a vote. 4. The question is on sustaining the ruling of the chair, not overturning it. 5. You are not voting "for or against the chair." You are voting on sustaining the ruling of the chair, which is no more grave a matter than disagreeing with a member in debate. 6. If there are three yes, two no, it is proper for the chair to vote if it would change the outcome, which it would in this case if voting no. (Given the size of the board, it would also be proper to use small board rules and have the chair vote with everyone else.) However: a. The board chair was not presiding, and hence should have voted with everyone else - the presiding officer, if anyone, should have held their vote to see if it would impact the outcome, and b. The board chair cannot vote twice - if he cast his vote to create a tie, he can't then vote again to "break it." 7. When the vote was tied, the motion should have been declared not adopted. It isn't entirely clear to me what the motion was, but it seems everyone there understood the question to be such that "yes" overturns the (absurd) ruling and "no" sustains it, so when the motion failed, the ruling was not overturned. This is in keeping with the principle that the chair's ruling stands until overturned by a majority.