Atul Kapur

What is the purpose of the letter? To say that they do not wish to stand for re-election? Sure, they can send such a letter if they wish. But that person is still a member of the board until (1) their term expires, or (2) until they resign and the resignation is accepted, or (3) they are removed from office. Until any of those things happens, they should still be participating in board meetings and would be counted towards quorum.

I don't have the book in front of me, but I would think this violates one of the elements of due process.

I agree with Mr. Martin's analysis. I would just note that the document you attached says that bylaws amendments require a vote of 3/4 of the members present. So abstentions have the same effect as a negative vote. eg: if 20 are present, then 15 votes are required to adopt. A vote of 14-0 with six abstaining would not adopt the amendment.

I incorrectly focused on your use of the word "particular". Incorrectly because the use of that word on p. 264 doesn't apply to this discussion. That quote is saying that the rules cannot be Suspended to deny any particular member the right to attend meetings, etc. We're not discussing Suspend the Rules here. What I said five posts above referred to the list of basic rights of membership and that "No member can be individually deprived of these basic rights of membership" and, holding a meeting in a room too small, individually deprives those members who arrive (one-by-one, or individually) after the room has reached its maximum occupancy. The standard here is not that you are denying a particular member the right to attend the meeting, but that you are denying an individual member that right.

I read the final paragraph as saying that, after 5pm on the day of the Annual Meeting, a member's status for the upcoming year is locked and cannot be changed. "Upcoming year" meaning the year following that day's Annual Meeting. Since we're told that the annual meeting was in March and this amendment was adopted in May, then I interpret it as meaning that, as of the date the amendment was adopted, everyone's status is fixed for the current year. No retroactive effect (someone who had changed their status in April stays with the new status) but it affects all members from the date of adoption until the next Annual meeting. And, yes, it appears to be bi-directional (affects whether someone wants to become become more active or less active). That may have been inadvertent, but that's how they did it.

RONR contains Principle of Interpretations for bylaws. One of them is, "A general statement or rule is always of less authority than a specific statement or rule and yields to it." (RONR 11th ed., p. 589, lines 17-18) This strongly suggests that the specific rule on vacancy in office of president (6.2D) is of more authority than the general rule on vacancies (5.2H). In other words, the vice-president becomes the president. There are other principles that may affect the interpretation of these two bylaws, and other parts of the bylaws that we haven't seen may also affect this advice.

"Any individual member" is also "any particular member". You appear to be using particular to refer to a predetermined group of individual members. I disagree with that use.

I disagree. Each member who cannot attend because the room is too small has had their right denied. "No member can be individually deprived of these basic rights of membership [defined in the previous sentence and including the right to attend meetings]—. . .—except through disciplinary proceedings." (RONR 11th ed., p. 3, lines 5-9). And, if you were about to argue that this group of "some members" aren't individually denied, I would counter that they are being denied one-by-one, or individually, as they attempt to enter the fully occupied room.

I think Mr. Novosielski meant to say that Standing Rules can be amended more easily than bylaws. Standing rules "that have any application outside a meeting context, however, cannot be suspended." (RONR 11th ed., p. 18, 24-25) and I would think that a rule on who is entitled to attend the Friday evening dinner is outside a meeting context. If that were not the case, then the rule in the bylaw would be in the nature of a rule of order and could be suspended. The bottom line for our Guest is that they cannot open the dinners to non-members without amending or violating their bylaws. The need to do either or both of those is up to the organization.

I think you meant to say that if they remove the President from her position, then the VP automatically becomes the President.

This raises even more questions. This means that you need a two-thirds vote and that abstentions have the same effect as a no vote, because the denominator is not the usual "present and voting" but rather all those members of the board who are present. But then you have the contradictory phrase which may mean that not only do you have to meet the condition of two-thirds of those present but also that the votes in the affirmative have to be a majority of the entire board. This is just one possible interpretation and it would be better to sort this out before the event arises - or ensure that you have enough votes in favour of removing the president to meet both criteria.

The latter. "Stating the motion" is the step after someone Moves the motion (Step 1) and it is seconded (Step 2). Then the chair, if the motion is in order, States the motion (Step 3). At this point, the motion "becomes the property of the assembly" (RONR 11th ed., p. 40, lines 10-11). This is a common myth. If it is truly acceptable to all, the chair can ask if there is any objection to the "friendly" amendment (aka "unanimous consent" or "general consent"). If there is any objection, then it should be processed as a regular amendment (see page 162). To the mover, yes. It is the mover's decision whether to accept the modification or not. The process is detailed on page 40.

First, my condolences to your president's friends and loved ones. I agree with Mr. Lages. You follow the bylaws on filling a vacancy. But, to be clear, you are filling the vacancy in the position of Vice-President (or, perhaps, President-Elect, depending on your bylaws). The Vice-President automatically becomes the President. "In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president." (RONR 11th ed., p. 458, lines 8-13. Emphasis in original) I don't know if you have a President-Elect, but if so, "When the bylaws of an organization provide for a president-elect, it is usual to provide also that if the president should be absent, or if the office of the president should become vacant between elections, the president-elect shall preside, if present, or shall fill the vacancy. Unless such provision is made, the first vice-president would preside or complete the president’s term." (RONR 11th ed., p. 457, lines 22-28)

Not much to go on. Again, one of the rules in RONR is that "Each society decides for itself the meaning of its bylaws" (11th ed., p. 588, line 25). If you find that this is a very contentious issue, you may want to consider hiring a professional parliamentarian to assist you (but, to reinforce, in the end the decision belongs to your organization). You can obtain referrals from the American Institute of Parliamentarians or the National Association of Parliamentarians.

Good question for your group to interpret your rules and answer. As I recall, other threads on this forum don't even recognize a person's right to decline a nomination so you are definitely on your own on this one. (To be clear, the member has a right to decline an office if they are elected to one, but not the nomination itself).

"When a question is pending, a member can condemn the nature or likely consequences of the proposed measure in strong terms, but he must avoid personalities, and under no circumstances can he attack or question the motives of another member. The measure, not the member, is the subject of debate." (RONR 11th ed., p. 392, lines 13-18). As Mr. J. has stated, "member" refers to a member of the body that is meeting. The clause about avoiding personalities appears to be of more general application. The committee member who is referred to in this way may wish to seek legal advice if they feel they have been defamed.

As Mr. J. says, you are not following RONR here, as RONR has no prohibition on running for 2 positions in the same election. So the rules that are relevant are those in your bylaws and/or your special rules of order. We cannot interpret those for you, only your organization can do that. It sounds like this requires an interpretation of some details (does the nomination for VP have to be withdrawn in order to vet the nomination for president or is the nomination for president only official after it has been vetted?). If you are holding a meeting, then the thwarted nominee can raise a Point of Order. Do your bylaws have a mechanism for challenging decisions of the election committee?

Great point, one that I had missed totally in my answer. And Welcome!

I was responding to your assertion that the fact that something would be in order in committee suggests it would not be dilatory in an assembly. The purpose of the rule is to prevent the dilatory use of Reconsider (p. 316, 6-8). Is it really a stretch to say that the purpose of Suspending the rule would be to allow its dilatory use?

Again, it is not the motion itself which is dilatory, it is the attempt by someone who did not vote on the prevailing side to move it. What reason is there to believe this? There is, in fact, no evidence that the motion would be successful precisely because there is no one on the prevailing side who can be found to make the motion to Reconsider. Other possibilities, such as "members who abstained from or who were absent during the original vote are willing to reconsider," seem fanciful. Well, first, "a committee is not itself considered to be a form of assembly." (RONR 11th ed., p. 349, lines 4-5). And the rule on who can make the motion is only loosened somewhat in committee, and for the same purpose as the rule disallowing motions to close or limit debate, "In order that there may be no interference with the assembly’s having the benefit of its committees’ matured judgment" (p. 500, lines 18-20).

While I agree with Mr. Martin, there is one instance where a fine is mentioned without specifying the need for it to be mentioned in the bylaws. That is, the penalty that may be given to an officer: "The usual possible penalties for an officer are censure or removal from office, although in special circumstances others may be appropriate (for example, to repay into the society’s treasury funds that the officer has been found guilty of misappropriating, perhaps with an added fine)." (RONR 11th ed., p. 668, lines 4-8) I doubt that fines can be ordered against an officer unless they are specifically authorized in the bylaws. But this mention is not explicit. I truly hope this is a typo.

Yes. Presidents are eligible as any other member to serve on a committee. Some organizations even specify that the President is an ex-officio member of all committees, with one or two standard exceptions.

I believe that Renee P answered only Mr. Martin's first question. We are still awaiting the answer to his other question:

That argument assumes the conclusion. If it didn't receive a 2/3 vote, then it was dilatory and the the assembly's time was not protected. There is no reasonable grounds for the presiding officer to make that assumption at the time the person on the losing side attempts to make the motion. So Mr. Honemann's position takes effect before your counter-argument can be tested.

As I said in the previous post, the protection is against the dilatory use of Reconsider itself, by being moved by someone on the losing side. I have opined that, in the situation described in the other thread, the threshold to Suspend in that example should be 90%. Mr. Honemann, with the agreement of others, says it requires unanimous consent, presumably in all cases.