Joshua Katz

But we decided upthread that, in our personal opinions, the parent organization's bylaws did not prohibit the local organization from adopting these rules in its bylaws. I thought one regular disagreed, but he then stated he would testify under oath that he did not. Are you now saying you disagree with that conclusion?

This person you're corresponding with is not even a member of your organization, correct? I'd say to ignore them, do what your organization wants, and let them try to enforce their interpretation.

Do your bylaws state that board members must be "resident" business members? (Assuming resident business members are all the members, do they say board members must be members?) If so, I still agree with Mr. J that the board cannot, generally, remove members, and it seems to me that the right course of action will be a point of order at a meeting of the membership. But it depends on what the powers of the board are. If the answer to the above is yes, can you please post verbatim what the bylaws say on the powers of the board?

Well, a great deal here depends on relevant law and your own rules, so I'm not sure how much we can say. The procedure that wound up being used resembles "filling a blank," in which alternatives are tried until one receives majority support. However, that is only appropriate where there is some logical sequencing, such that the least likely to be approved comes first. That doesn't work for people. Your board policies most likely do not take precedence over state law, although that is a state law question. However, where they aren't in conflict but rather can both be followed, you'd (probably) follow both. So here, that would mean requiring the higher threshold, unless that actually inconsistent with what state law says. But that's a question for a lawyer, not us.

Well, we do parliamentary procedure here, not law, so if your question is whether email voting is legal, you'd need to ask an attorney. As far as RONR is concerned, though, it depends on your bylaws. If your bylaws specifically authorize email voting, then you may vote by email. (And hopefully your bylaws or other rules explain how it is to work.) If not, you may not.

But, presumably, they can be asked to give them up.

I'm always puzzled by people who look at this very-thick book, developed over hundreds of years by several authorship teams, and say "nah, 10 bullet points should do it." Do they really think we're lugging this book around for no reason?

It sounds to me like this board/membership exchange is not a meeting at all.

Thinking on this some more, it occurs to me that this is only presenting an issue because you're discussing it at board meetings. But your own position (which I happen to agree with) is that the board has no authority in this matter. So why do that? You've informed the board of it. No action need be taken by the board. So the next step is to place it on the notice and proposed agenda for the next membership meeting. If the other board members wish to fight it at the membership meeting, they can seek to amend it off the proposed agenda. Or they can raise a point of order. You can then make your ruling, and on appeal, make your case to the membership that amending the bylaws is their right, and the board has no right to strip them of it absent bylaw authorization. Why let the board keep delaying things?

It's worth noting that, if not supported by your bylaws, these are serious denials of rights, not some small matter to be ignored for a while. I, like others, fail to understand why people are dropping off of calls in protest against others having and exercising rights, and the meetings are being rescheduled instead of continued. (By the way, do your bylaws allow for meetings other than in person?) That would be my personal interpretation of the language provided, too. This looks like one of those occasions where someone tries to duplicate what is in RONR for some reason, instead of just relying on it, and gets it wrong. Nonetheless, that's what it says. And because it says that, resignations can have odd effects on quorum. No, you may not deny the membership their right to amend the bylaws based on this desire.

What is the "it" here? RONR does not prohibit germane primary amendments that happen to defeat the point of the main motion. To strike out "commend" and replace it with "censure" is a valid amendment, for instance.

The board could, in its discretion, involve the IPP without necessarily putting it in the bylaws. He could, when desired, be consulted, and invited to meetings as a special advisor without a vote. Just one idea.

In general, courts are reluctant to cast themselves as RONR police.

If the bylaws say nothing, it is up to the meeting body to decide whether to allow guests to attend.

Do your bylaws say anything about quorum? If not, quorum is a majority of the actual-existing members, so 2 in this case, so the 3 can conduct business. The organization should fill the vacancies as soon as possible though. Edited to add: That assumes, of course, that the resignations were accepted.

Is there any prohibition in this organization, from within or without, on conducting business in executive session?

Is it? I think the langage here is unintelligible so I have no idea what the current quorum is.

And limitations on what may be discussed in closed sessions as well. Which is a fair question - if the board vots to go into executive session improperly, or conducts improper business or discussion in executive session, it violates the law, but is it still confidential? The answer will likely vary by state because it is a legal issue, not a parliamentary one. As to calling a vote a survey, RONR prohibits straw polls, and if you're taking action based on a "survey" it was clearly a vote.

Well, she and 2/3 of those voting on the question.

I guess none if you don't adopt something.

The RONR answer is no, but in most organizations the answer is yes, and the organization's rules prevail.

Right, but it says to conduct a voice vote, then you turn to RONR to see how to conduct a voice vote. And RONR says that, in this instance, a voice vote is conducted by declaring the candidate elected.

Well, that's interesting. I still don't think you get out of allowing nominations by screwing up in March, but it says what it says. My thought is that nominations can still be reopened by motion, though. I don't think that's what we're saying. I don't see how what you said is different from Mr. Honemann's summary.

Of what? The Chair is wrong. I'm going to choose not to get into this. Well this is not great language, and so your organization will have to wrestle with what the EC may do. In the long run, the language should be amended. Do your bylaws allow email voting? If so, what do they say about procedure? I'm in no position to sort out the facts or determine if there was deceit, and in any case that's not a parliamentary question.

It's only relevant when the parliamentarian is a member. When not a member, of course he may not vote or enter into debate. The chair's voting or debating does not enter into it, and the parliamentarian, unlike the chair, is expected to be impartial in small boards and committees as well.