Atul Kapur

That's not the only way to do it. If the President and Vice-President(s) don't object, it can be done with a majority vote. Page 453, line 26 - page 454, line 2: "Invited Temporary Presiding Officer. In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt such an arrangement for all or part of a session. Alternatively, the rules may be suspended to authorize it, even over the objection of the president or a vice-president. Cf. pages 652-53." Pages 652-653 is the reference to support Mr. Katz' suggestion of Suspend the Rules.

You could change quorum to a more easily achieved ( = lower) number, set it as an absolute number rather than a percentage of total membership, or You could adopt a "shrinking quorum" provision where, if you have to adjourn a meeting because of lack if quorum, then quorum at the adjourned meeting is a fraction of what it was for the first meeting (and could allow to repeat that process as necessary)

It is only a "board complaint" if the board made the complaint. That would require an action by the board (usually by a majority vote). Any one board member does not have the authority to act in the name of the board unless previously authorized to do so. Note that I am speaking of the usual situation, without knowing (or wanting to know) the details of how your organization defines and handles complaints.

This is, as Guest Leslie G confirms, exactly what they are doing. The only difference is that someone has decided to vote by ballot. Page 412, lines 9-11 and lines 20-21 say that the assembly can decide to do this. It appears that the board has tried to come up with an alternative given their situation of only holding one meeting a year. Guest Leslie G, are there any bylaws or rules that give your board the authority to make this decision?

That is what I understood initially: When the President is made a member of all committees (with limited exceptions), they are not subject to the usual obligations and that this privilege only applies to the President. However, page 456, line 35 - page 457, line 6 seem to say that this applies even if the President is made ex officio a member of a single committee by a particular action of the assembly - outside of the bylaws. So back to my questions: Does that relief of the obligation apply to any situation where the President is an ex-officio member? And, if so, why the emphasis on the situation where the President is made a member of all committees in the bylaws? An emphasis that I suggest leads to confusion.

But the President is under the jurisdiction of the society and is, at the same time, relieved of this obligation. I, too, will have more to say tomorrow. Want to sleep on it a bit more.

In my post above, I said that if the President was made ex officio a member of one particular committee (as opposed to all committees save Nominating) that they count towards the number required for quorum and whether a quorum is present. In other words, they are the same as any other member. However, p. 457, ll.1-6 says, "As an ex-officio member of a committee, the president has the same rights as the other committee members, but is not obligated to attend meetings of the committee and is not counted in determining the number required for a quorum or whether a quorum is present." (BTW, it does not matter whether the bylaws use the term ex officio or not -- they are there by virtue of the office so by definition it is ex officio) I'm wondering if there is a conflict with two other references in RONR. P. 497, ll. 579, ll. 24-29 says that the president has the rights but not the obligation to participate. P. 579, ll. 26-29 says the same thing. Both references state this in the context of a provision that the President is ex officio a member of all committees (with one or two exceptions). If the President is obligation-free whether they are appointed to a specific committee (p. 457) or to all committees (p. 497 and 579), then why make the specific reference to "all committees" in the latter two references?

Betty, First, you seem to be thinking that Robert's Rules (more properly, RONR) are superior to or can overrule your bylaws. This is not the case. Your bylaws supersede RONR. That is, if the two are in conflict, you follow your bylaws. RONR talks about the hierarchy of governing documents and makes this clear. In fact, your organization's bylaws can breach fundamental principles of parliamentary law, as you seem to think they have. Now, turning to this amendment that you object to: there is a principle of interpretation that when two parts of your bylaws seem to conflict, the more specific provision supersedes the general. In this situation, I interpret that there is a general rule that all members have a right to vote and a right to run for office. Your bylaws have been amended to include a specific exception that applies to owners or employees of a private business. Procedurally, I do not see anything wrong with this. This is just my interpretation. Your organization is the one that makes the final interpretation. It seems like they agree with me because they approved the amendment. Your recourse is to try to amend the bylaws again, or to determine that this organization is no longer fit to have you as a member.

Hi Glen, Also see my follow-up two posts below Not having seen that issue of NP yet, I'd say it this way: You have created the office of Past-President. It has the privilege of being a member of the Board (assuming dues are current). It is an interesting office because more than one person can fill it simultaneously. (I really wanted to say that "you have de facto created the office" but thought the new Latin term would lead us into spiralling out of control) What you have written there would mean that the President counts towards the quorum requirement for Budget Committee meetings. That's fine, if it is what you want to do. But see my follow-up two posts below

Laws supersede your governing documents. Your governing documents supersede Robert's Rules (more properly stated, RONR). RONR would have you include in your minutes that an Open Forum occurred (which also serves to indicate that you followed the law by having one). RONR would not have you include in the minutes any of the discussion that occurred in the Open Forum unless there was some "business" that arose from the discussion (for example, if the discussion sparked someone to give notice that they would make a motion at the next meeting and that motion required notice, then the minutes should record the notice that was given). The law may require more to be included in the minutes (this forum does not give legal advice). Or your governing documents or policies may dictate that. Those would supersede RONR.

Definitely Sure, that would be fine. But I wouldn't get too worried about this one.

Well, there's a few issues here. Your bylaws say that an officer can be relieved by a letter of resignation. Where is the letter of resignation from the 1st VP? Only after that do you get to ask the question of how vacancies are filled. Reading a lot into the small quote from your bylaws, I would say that the board gets to accept resignations, create vacancies, and fill them. But that's just my opinion.Your organization will have to make the determination.

Given the extra information provided, I agree with Mr. Martin that this is an incomplete election because the candidate with the most votes was ineligible. While I'm writing: The APA bylaws are completely irrelevant to your organization. I also happen to think that their solution is a bad idea because it throws away all the votes for the person who is no longer a candidate. Consider the following scenario: Three candidates (A, B, X). 40% prefer A, are okay with B, but do not like X. 25% prefer B, are okay with A, but do not like X. 35% prefer X, but do not like A or B. Assuming 100 voters, A would get the most votes. However, if A is declared ineligible, then the APA rules would declare X the winner (35 votes for X, 25 for B, remainder of the votes thrown out). The 40 who voted for A are completely disenfranchised. APA is free to do that in their bylaws, but I don't recommend it.

A majority is more than half. So a tie vote is not a majority and the motion is lost. The President is entitled to vote, as Dr. Stackpole states, but as soon as he states the motion he should turn the chair over "since it refers to the presiding officer in a capacity not shared in common with other members" (RONR 11th ed, p. 652, Footnote 1). Note that while the President should not preside over this motion, he can stay in the meeting as a member (and vote).

This is one of the occasions where you don't need to wait to be recognized. Immediately after the Chair makes the ruling, you rise and say "I appeal from the decision of the chair." RONR, 11th ed, p. 259, ll. 19-21. Remember, however, that this needs a second and, to overturn the Chair's decision, a majority must vote against the decision. So you may want to talk to your friends ahead of time to test your arguments and gauge the support you will receive (and to build the support) and to pre-arrange a seconder.

As I read Chuch Ayers' responses, it seems that there is some information missing that would explain the confusion I sense. I wonder if the ballots are actually mail (or email) ballots and that balloting is over an extended period of time (suggested by his phrase " the only eligible candidate to remain through the close of the election "). In any case, a candidate "dropping out" does not affect the results of the election nor its validity. If the candidate who stayed as a candidate won the election, then that person won the election. No need for a special election. The other possibility that comes to mind is that the candidate who dropped out actually won the election. At that point, the candidate could decline the office and further ballots would be held. Again, no need for a special election. (didn't we have a recent topic about this?)

Yes, you do. You cannot assume which is the "correct" version. That is something only the assembly can decide. RONR, p 598 says that captions, headings, and article and section numbers are usually included "as an integral part of what is adopted by action of the assembly." So the actual words are even more integral.

I have been with political organizations that operate in a similar fashion. The preamble (the clauses that begin with the word "Whereas") is deemed to be undebatable as it is not considered part of the resolution. The only part of the resolution that is published, in print or on the website, are the "Resolved" clauses. This is not in accordance with RONR. So, unless you have adopted Special Rules of Order, the point of order should be well taken. However, if your organization is comfortable doing it the way they have, a member may appeal the ruling on that point and the assembly could overturn the chair's decision and continue to do it the way you have been doing it. If you go down that path, I would suggest that you rapidly adopt a Special Rule of Order to legitimize what you are doing.

Report it to the police.

First, I will just note with interest that "Life Membership" has a very short life span. It appears to me that you actually have six categories of membership, no matter what section 1 says. Or, actually, five categories because Inactive Life is the same as non-membership. But you told us in your original post that only 2 of the 4 categories have the right to vote in elections. So the Life Members cannot "enjoy the privileges of the 4 categories" because they aren't the same for the 4 categories. There's the source of your ambiguity. Your assembly is than one that interprets the bylaws when there is an ambiguity. If you don't want to have an argument every year, amend your bylaws to remove the ambiguity.

Do general members have the right, in your bylaws, to attend board meetings? If so, at least they would be able to observe the proceedings of the meeting that they called. The provision about two-thirds of those who signed the request being in the attendance is unusual, to say the least. It is what led to my question above. It also leads me to suspect that this is an error and that two separate provisions, one on calling special board meetings and one on calling special membership meetings, have been mashed together. Does your organization have copies of previous versions of your bylaws?

As you have described them, the bylaws appear to have an ambiguity regarding the rights of Life Members to vote in elections. This is to be resolved by the assembly. It sounds like you have previously interpreted the bylaws to allow Life Members to vote. This sets a precedent but is not necessarily binding on future decisions. Much better to amend your bylaws to remove the ambiguity. There are others here who may wish you to quote the bylaws exactly and then provide more specific advice. In the end, the final decision remains in the hands of your organization.

Your bylaws (the parts quoted, at least) do not prohibit write-in votes so votes cast for dropped candidates are still legal votes. There is a specific statement in RONR 11th ed. that states this, but I don't have a copy with me. Similarly, because Section 3 requires a ballot election, I recall that RONR does not allow the secretary to "cast one ballot".

I'm trying to be kind and generous (ie: haven't had my first dose of caffeine yet). Most likely it is sounds like someone who doesn't realize that there is already a good definition of the terms "majority vote" and "2/3 vote" in RONR and they are reinventing the wheel. I've been able to simplify wording for a few organizations that thought they had to get this complicated to be correct.

It can be moved again at another meeting (assuming each meeting is a separate session, which is usually the case if you have, for example, monthly meetings). However, it would come up under New Business. There is no such thing as "old business" under RONR. There is Unfinished Business, but there are specifications as to how a matter comes under that heading.