Atul Kapur

This sounds like a legal question, which you should ask a lawyer knowledgeable about the laws that apply to the corporation.

If you only look at Robert's Rules of Order Newly Revised, then proxies are not allowed at all, so there's no further advice it provides (as Mr. Elsman said).

But there is more. It sounds like you have an issue of bylaws interpretation. As well, there is almost ccertainly a law about condo associations and boards in your jurisdiction that applies, and it may say something about this.

On 4/16/2024 at 10:53 AM, Guest David A. said:

Can the presiding officer simply announce that is the case?

No.

On 4/16/2024 at 10:53 AM, Guest David A. said:

If it is permissible, how is it done?

It would require a Suspension of the Rules.

For what it's worth, I do not recommend this approach.

On 4/15/2024 at 1:03 PM, Guest Tony9780 said:

Our District does not yet have bylaws

Then, unless the bylaws of a superior level create a structure and membership for your district (or the districts generally), you have no formal structure or members who can be deemed to have vacated the seats that you don't formally have.

So, yes, it sounds like you "need to first adopt bylaws at a District committee level." 

Do the bylaws of your County committee give your district committee any structure / define the membership, or do they just "enable the creation of District Committees."

The quote you have provided regarding absent members appears to only apply to the State Committee itself, not any subordinate body.

On 4/15/2024 at 10:29 AM, Josh Martin said:

I am not certain that 50:21 is applicable in this matter

The request was for "anything in Robert's Rules that could be used." The quotation was offered in response, without warranty, explicit or implied. 😄

That was one of the reasons I mentioned that a lawyer would likely be involved.

Are you the same person as the OP, Guest Stephen? If not, the moderators ask that you create a new thread for you separate question. When you do, it would help if you shared the exact language in your bylaws about discipline and expulsion of members and about the powers and authority of the board generally.

RONR (12th ed.) has the following [emphasis added].

 However, it sounds likely that lawyers will be involved for this, as well.

"50:21 Committee Meetings. When a committee has been appointed, its chairman (or first-named member temporarily acting—see 13:18) should call it together.6 If some members of the committee believe that the chairman has failed to call this initial meeting or any subsequent meeting when necessary, a meeting of the committee may be called by any two of its members, unless (such as for very large committees) the assembly’s rules or instructions prescribe, or empower the committee itself to require, a larger number. It is the responsibility of the person or persons calling a committee meeting to ensure that reasonable notice of its time and place is sent to every committee member.

On 4/13/2024 at 2:22 PM, J. J. said:

Once that first item of business is disposed of, I would question the renewal of the motion "to suspend the rules for the remainder of the session and permit the vice president to serve as chair," could be renewed in that form.

I have no quarrel with this statement, which is different from what was being discussed earlier in this thread.

On 4/14/2024 at 4:47 AM, Josh Martin said:

But this is a rather unusual situation in which this transition will arise without any amendment to the bylaws.

I will be very surprised if there isn't something in the bylaws that will need to be amended as a result of the departments merging.

It may be as simple as the names of the departments or the criteria by which bodies are entitled to Senators. For example, if the bylaws say every department can elect/appojnt one Senator, then that would affect the merged departments.

I suggest, @jggorman, that you read the bylaws carefully to ensure that the implications of the merger are clear and, if necessary, appropriate amendments are made.

Thank you for the extra information. I agree with @Joshua Katz's answer above

On 4/13/2024 at 2:45 PM, Guest Mario said:

What if there is a state law or provincial law that says that says that proxy voting is only permitted if a corporation’s bylaws allow it,

What, exactly, does the applicable law say? There are many variations; some say proxies are allowed unless the bylaws prohibit them, some say as you write. 

On 4/13/2024 at 2:27 PM, Guest Mario said:

Thank you for your help.

If I have pointed out that this sentence was not in the previous bylaw document, nor in the proposed (amended) bylaw document (that was sent to members before the annual meeting) and now it is in the new one, so I asked how it got there. The answer was basically there were some things that were missed and not included in the proposed document sent to members and some things were mentioned during the discussion at the annual meeting and added after.

Now my question is, aren't any discussions and additional amendments included in the meeting minutes? Because in the minutes, all it says is carried, there is no mention of more amendments to the proposed document. 

Or if there was lengthy discussions which lead to more amendments, does that mean it is not included in the minutes? I don't know how this works.

I'm asking because how can members know if any changes were done to bylaw documents if they're not pointed out? The proposed document had any amendments as highlighted words or sentences to show they're new, and strikeouts of words or sentences. So it is easy to see where proposed changes were. If it weren't for that, you'd only know of changes if you compare word for word the old and new documents, which would take lots of time!

 

This all reinforces the response you have received that you should make a point of order that the amendment did not include this added sentence and that it was never properly added to the bylaws so must be removed from the published bylaws.

All of this informal discussion still leaves these questions and the way to resolve them officially is to make the point of order and, if necessary, an appeal.

You may want to suggest that a professional parliamentarian be hired to provide a parliamentary opinion on whether the sentence was properly added to the bylaws. That may provide some clarity (although it sounds like the leadership may not agree to this).

On 4/12/2024 at 7:57 PM, J. J. said:

No, I said that "dilatory" is ultimately the judgement of the majority, not the result. 

On 4/13/2024 at 7:33 AM, J. J. said:

Just for the record, I have said "No motion is dilatory, that the assembly chooses to entertain (no matter how dilatory it really is)." 

Thank you for the correction of my paraphrasing; I have edited my post to point to your corrections.

The point stands that the individual motions should not initially be ruled dilatory.

1) That's not the question asked in the OP, which was for one particular motion rather than every subsequent motion individually. 

2) I believe it was you, @J. J., who previously said in an unrelated thread that whether a motion is dilatory depends on the result; if the assembly adopts the motion each time, then they apparently don't find it dilatory.

[NB: See two posts below where J.J. corrects me on what he actually said previously.]

I don't see how a motion to suspend the rules on more than one motion, such as motions #36-#40 or for the remainder of the session (Question 1 in the OP), is the same question as a motion to suspend the rules on one particular motion, such as motion #37.

Yes. Use the motion Amend Something Previously Adopted.

"48:15 If the existence of an error or material omission in the minutes becomes reasonably established after their approval—even many years later—the minutes can then be corrected by means of the motion to Amend Something Previously Adopted (35), which requires a two-thirds vote, or a majority vote with notice, or the vote of a majority of the entire membership, or unanimous consent. In such a case the content of the original minutes must not be altered, although it may be advisable for the secretary to make a marginal notation indicating the corrected text or referring to the minutes of the meeting at which the correction was adopted. The minutes of the latter meeting must include the full text of the motion to Amend Something Previously Adopted, which necessarily includes all information required to construct an accurate record of the actions taken at the earlier meeting."

One of the items in the Standard Order of Business is Reports of Officers, Boards, and Standing Committees.

The governing board can report on its activities, including new and amended policies, under that item. See Section 41 for more information regarding the order of business.

Still not a deliberative assembly. The "with power" can be revoked by the parent body, so the committee still does not meet the criteria cited by Josh, above.

Delegating a particular power to a subordinate does not elevate the subordinate to the same status as the delegator.

During a meeting, all members and officers should follow the rules of decorum in debate. See RONR (12th ed.) 43:19-28.

Do you have a more specific question?

What do your governing documents or other rules say about who presides over the meeting? 

To expand a bit on Mr. Katz's response: Right on page 1, RONR advises that this does not meet the criteria of a deliberative assembly. 

Quote

1:1n1. A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36).

That being said, your bylaws or applicable law may authorize such a method of making and voting on motions. Several corporate statutes allow for decisions to be made outside of a meeting by written approval of every member of the relevant body. You will have to check if this applies to your organization. 

Please share what your governing documents say about the term of office of board members, as well as any provision that may exist about the removal of members. Please provide the exact language.

This most closely resembles a motion to Reconsider the vote on the election, but it is not clear from the information provided whether that would be in order at the time it was made.

Quote

46:46 Time at Which an Election Takes Effect. An election to an office becomes final immediately if the candidate is present and  does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline. If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election.  [emphasis added]

You will need to check your corporate governing documents and any .law (such as the corporate code or Corporations Act) that applies to your corporation. Be sure to check if there are any provisions that apply specifically to a corporation 100% owned by one person.

This is a forum on Robert's Rules of Order, Newly Revised (RONR). Did your corporation adopt RONR as its parliamentary authority?

On 4/8/2024 at 11:50 AM, Jupiter05 said:

I understand that there is an appeal motion in RONR. But if these new rules are added, can that motion still be used? Or do these special rules prevent it from being used?

I don't read anything in what you shared that suggests appeals are prohibited.

I repeat my suggestion that your board engage in training by a professional parliamentarian. It doesn't have to be a long session to be worthwhile. It could start with a summary of where the proposed rules repeat, unnecessarily, what is already in RONR; I suspect that there is a lot of misunderstanding of what RONR says and doesn't say.