Atul Kapur
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Posts posted by Atul Kapur
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It sounds liken ou and the board would do well to have a parliamentarian give a course on Robert's Rules of Order (RONR).
Many of the proposed rules reproduce (to various degrees of accuracy) what is already in RONR, so it can only cause confusion to adopt them separately (as it will be a problem where they differ inadvertently). On the other hand, because these rules are so similar to RONR, I am not sure why you see them as dangerous. Again, it makes me believe that there is a lack of knowledge of what RONR already provides.
On 4/8/2024 at 10:54 AM, Jupiter05 said:If it's the President's opinion as to whether a "motion is in order" can he just decide it's not and then a member can't propose it?
The president cannot rule a motion out of order on a whim, but should give a reason.
On 4/8/2024 at 10:54 AM, Jupiter05 said:There is no appeal of his decision?
Sure there is. Read about the motion Appeal from the decision of the chair.
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On 4/7/2024 at 2:15 PM, MusicLover said:
Proposed amendments to these bylaws are to be submitted in writing by an active member to a member of the Executive Board. Following the next Board meeting, the proposed amendment(s) shall be presented to the Membership at each of the next two (2) consecutive meetings. They shall be voted upon by the active membership immediately after the second reading.
It sounds like you are reading this to say that there needs to be 2 (or 3) meetings of the board, because you appear to be describing multiple board meetings.
However, I read it to say that you need to present the amendments at a meeting of the membership and then again, at the next membership meeting, where you will vote on the amendment.
You may be already doing it that way, but the description wasn't clear.
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After the slate is presented, there must be an opportunity for further nominations from the floor; this gives an opportunity to nominate one or more people.
If you find that there is no one willing to lead, then yes, this may be an indication that it's time to dissolve. Alternatively, are there some aspects of the position that could be transferred to others? Perhaps the duties of the office have unnecessary and onerous tasks.
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On 4/6/2024 at 2:28 PM, Bruce Lages said:
Why do you feel that "in the event of removal of a director by the membership, a new Director shall be elected at the same meeting at which such Director has been removed..." does not provide for filling a vacancy without requiring previous notice?
It does, in that particular situation (director removed by the membership). I do not believe that this applies to the other two situations, removal by the board or desth/resignation of a director. The wording makes clear that the non-requirement of notice only applies to the first situation (removal by membership).
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What did the chair declare as the result of the vote? The secretary doesn't have the authority to declare the result.
You are correct that the default is majority of votes cast that express a preference (i.e., ignore abstentions).
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On 4/5/2024 at 1:18 PM, Jay M said:
I remember now I read this as one of the ground rules in a general body meeting of our association. Thanks for your clarification.
On 4/5/2024 at 3:36 PM, Jay M said:Atul for all general body meetings for a long time. Thanks
In that case, the body that adopted it will have to interpret it.
My question was aimed at understanding whether this was a properly adopted special rule, which will need to be followed, or just "advice."
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The 2⁰ amendment is more than just a nullification of the 1⁰ amendment, unless the June 1 meeting was originally planned to be virtual, so the 2⁰ amendment is in order.
If the 2⁰ said to insert the word "not" before cancel, that would be a nullification of the 1⁰ amendment and would be not in order.
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A) Many organizations have bodies that are named 'committee' but actually are more int the nature of boards and should operate as such. I'm not certain this applies to your organization but it may certainly apply to at least some.
I'm not certain that I agree with your (1) where you say "These notes can, and in most cases, should also include what was said rather than just what was done." That is not in keeping with the notes being "in the nature of minutes."
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Was this "ground rule" adopted as a special rule of order for the meeting, or generally for all general body meetings?
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On 4/4/2024 at 9:04 AM, Dan Honemann said:
when these bylaws refer to a "mailbox ballot", they seem to be referring to a vote that is more of a vote by mail than it is a ballot vote.
I agree that it appears to be a requirement for a vote by mail. However, I didn't want to confuse the explanation, so I just took it as read; I don't believe a different concept requires any change in my response.
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On 4/4/2024 at 10:51 AM, Anthony said:
That is the case but how does the 3 proceed? Has it now become something the court must settle?
To clarify, the remarks I made above are actions for "the 3" to take:
If someone moves to accept the resignation, then the member who "resigned" can rise before the motion is stated and interrupt the proceedings to raise a question of privilege to withdraw the resignation. The deadline for that is before the chair states the question, which is the third step in processing a motion:
1. A member makes ("moves") the motion
2. A member seconds the motion
3. The chair states the motion.
If you are beyond these steps, then it sounds like you need to consult an attorney. I cannot assist in finding an attorney with experience in this area in your jurisdiction.
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On 4/3/2024 at 10:50 PM, Gary Novosielski said:
I don't know, but there are not many things more routine, predictable, and expected, than an annual election.
I don't understand how this connects with the items being discussed in this thread.
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On 4/3/2024 at 11:15 PM, Val said:
The current President is interpreting the bylaws by as the by-laws amendment must be voted on at a meeting. Previous Presidents allowed for a motion for a ballot vote for by-laws amendments.
The president is the correct person to make this interpretation while they are presiding over the meeting. If someone disagrees and wants to allow the motion for a mailbox ballot, that member should appeal from the ruling of the chair. This motion requires a second and is debatable, after which the meeting votes on the question "Shall the decision of the chair be upheld?" It requires a majority in the negative to overturn the chair's ruling.
The fact that previous presidents have allowed the motion for a mailbox ballot does not affect the current president's authority to interpret it a different way; that is, the previous presidents' practice does not set a binding precedent. It is only the meeting that has the power to overturn the chair's ruling.
By the way, once the meeting makes its decision, that should be recorded in the minutes; it does set a precedent, but not necessarily a binding one. The other thing to do is to amend the bylaws to clearly reflect the preferred interpretation.
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So, as was said by others, this is a question of interpreting your bylaws. This can only be decided by the organization itself, at a meeting (unless you also have an article in your bylaws about who does the interpreting). For what it's worth, I believe a bylaws amendment cannot be submitted to a mailbox ballot but must be decided at a meeting. This is because I agree with the response above that the article on bylaws amendments supercedes the one that allows submission to a mailbox ballot, because of a principle of Interpretation in RONR that says "a general statement or rule is always of less authority than a specific statement or rule and yields to it." RONR (12th ed.) 56:68(3). Here, the article on how to amend the bylaws is more specific than the general rule that important matters get submitted to a mailbox ballot.
Again, this is my opinion, but only the members can decide (Principle 1: "Each society decides for itself the meaning of its bylaws,")
Out of curiosity, who decides, and how, whether an issue is "critical ... with a potential for wide-ranging consequences"?
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To start, the exact wording of the two sections of the bylaws that you referenced in your original post
On 4/2/2024 at 2:27 PM, Val said:The by-laws state that by-laws shall be amended by a two-thirds vote of the members present and voting at any meeting of the general membership, providing written notice of the proposed amendment has been given to all members at least two weeks prior to the meeting and a quorum is present.
and
On 4/2/2024 at 2:27 PM, Val said:under Meetings, it states that any critical issue with a potential for wide-ranging consequences be submitted to a mailbox ballot.
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Creation of new bylaws for an organization that is coming into existence? Majority.
Revision or substitution of existing bylaws? The same requirement that the bylaws provide for amendment. If the bylaws are completely silent, then either
- previous notice and a 2/3 vote; or
- the affirmative vote of the majority of entire membership (of the full organization, if this board is not the full organization).
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RONR has nothing to say on the process of granting membership. These are decisions for your department to make.
On 4/1/2024 at 7:14 PM, Guest Joe O. said:Would this be considered discriminatory practice
That sounds like a question for your lawyer.
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Yes. RONR (12th ed.) says
Quote48:5 ... 1) The name of the maker of a main motion should be entered in the minutes, but the name of the seconder should not be entered unless ordered by the assembly.
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On 4/1/2024 at 12:39 PM, Princess_Mayhem said:
How long do we have to re-elect for the president and vp position?
Please quote, exactly, what your bylaws say about terms of office and about filling of vacancies.
On 4/1/2024 at 12:39 PM, Princess_Mayhem said:If Past president is part of the 10 then how is that position filled?
How, exactly, do your bylaws define this position?
On 4/1/2024 at 12:39 PM, Princess_Mayhem said:If a board member steps up for the officer positions then new board members need to be elected, correct?
How, exactly, do your bylaws define these officer positions and how they are elected? For example, are the officers elected directly by the membership or are they first elected to the board then the board elects the officers (don't paraphrase or explain what your bylaws say - please quote them exactly)?
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On 3/31/2024 at 12:43 PM, Josh Martin said:
in this particular instance changing the quorum to a majority would (amazingly) be a decrease from the society's current quorum requirement
The current rule is so badly worded that I can't make any sense of it, so I didn't dare hazard a guess as to what it means - more power to you that you tried.
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On 3/31/2024 at 10:09 AM, Wright Stuff said:
it seems that this “intimidating” chair could entertain the first motion from someone (selected in advance) to move acceptance of the resignations before the “resigners” have an opportunity to withdrawn their resignations.
It's odd, because we're offering solutions based on RONR, but the assumption is that the chair isn't adhering to those rules. In any case: If someone moves to accept the resignation, then the member who "resigned" can rise before the motion is stated and interrupt the proceedings to raise a question of privilege to withdraw the resignation. The deadline for that is before the chair states the question, which is the third step in processing a motion:
1. A member makes ("moves") the motion
2. A member seconds the motion
3. The chair states the motion.
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On 3/31/2024 at 10:39 AM, Josh Martin said:
amend the bylaws to simply delete the sentence in its entirety.
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The society will need to consider whether this is a feasible quorum or if it is still too high for the society's needs
Just be careful how you do that and do not do it as two steps.
Quote40:4 Note on Procedure in Changing the Quorum Provision in Bylaws.
If it becomes necessary to change the quorum provision in a society’s bylaws, care should be taken, because if the rule is struck out first, the quorum will instantly become a majority of the membership, so that in many cases a quorum could not be obtained to adopt a new rule. The proper procedure is to strike out the old provision and insert the new provision, which is moved and voted on as one question.
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On 3/29/2024 at 10:57 AM, J. J. said:
The substance is forcing the secretary to do something beyond his duties.
I believe that I am agreeing with @Shmuel Gerber when I say that the substance is whether it is related to the business transacted at the meeting. If it is, then it matters not whether it is done by a minutes approval committee or the secretary; the motion is in order either way.
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On 3/29/2024 at 11:52 AM, J. J. said:
a rule requiring people to vote to be "completely unenforceable."
I was referring to a law that did not require a member to vote but changed the denominator of the vote such that an abstention has the same effect as voting No. There is a difference between that and stating that members cannot abstain and are forced to vote, which I could have made more clear.
On 3/29/2024 at 11:52 AM, J. J. said:I have not heard this be a justification.
You may not have heard it before. You have now. 😀
Put another way, it prevents a member from allowing a motion to be adopted or lost but "washing their hands" of it by saying I didn't take a position (and therefore have no responsibility for the decision).
I'm not certain that I agree with your (1) where you say "These notes can, and in most cases, should also include what was said rather than just what was done." That is not in keeping with the notes being "in the nature of minutes."
Local School Board Member Trying to Make His Own Rules (by either adding to RR or replacing)
in General Discussion
Posted
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.