Atul Kapur

Thanks for sharing the exact language. However, I am not certain that your Code of Conduct #9 is consistent with your bylaws, because your bylaws say that removal is done by a vote of the membership, not by the board. It sounds like you have taken an interim step, which is the vote of the remainder of the board that the director has violated the code and should be removed (this step appears unnecessary, but it is done). It also appears that you will be calling a special meeting of the members to remove the director. Reading your bylaws, it appears to me that the motion to remove the director is handled the same as any other motion at a meeting of the members. I do not see that RONR's rules regarding discipline apply to your situation—the bylaws replace that.

Whether it's on the agenda or not, some member present at the meeting will have to actually move the motion.

It leaves you with the Standard Order of Business and the unapproved agenda is just someone's guide as to what to expect to be brought up when a particular category of business is called for. If an agenda lists several items as General Orders (more likely, the agenda would list them incorrectly as New Business) but the agenda is not adopted, then the agenda just becomes a guide. So, when New Business is called for, any member can rise and make a motion, including a motion regarding an item that was listed in the unapproved agenda. If the agenda had been approved, then those items would have been dealt with in the order listed (as General Orders). Since it was not approved, whoever is first recognized can make whichever motion they wish, no matter where it is listed in the unapproved agenda or even if it wasn't listed at all.

Whether the committees are under the board or the membership is a question that will be answered in your bylaws. What body determines the membership of the committee? What body does the committee report to? Who or what body can instruct/direct the actions of the committee? It appears that you have not met the requirements of the bylaws that the entire committee meet with the board. No, you, as an individual director, cannot force the committee. You can debate the motion and argue that the committee has not made the case to justify the recommended increase and urge others to join you in voting against the motion. You may wish to notify the FC chair ahead of time of your concerns so that the committee may have a chance to rectify it. (There is a risk that they could use the advance warning just to build a defence against your remarks, but you know the people better than I do. On the other hand, it may be that they did that work but just didnt present it in detail at the executive committee or board meeting.) At the board meeting, it requires a 2/3 vote to adopt the motion. If all 12 directors vote, that requires 8 in the affirmative, so the 3 members of the committee will have some effect but there is still opportunity to bring others onto your side.

It would be very helpful if you quote the exact language so everyone can stop assuming what it does and does not say and whether and how the rules in RONR apply. For example, if your bylaws simply say that "a board member can be removed for cause. The cause is stated as a resolution" then it could be that this replaces all of the disciplinary measures in RONR and that all is needed is a resolution that says "RESOLVED, That x be removed for cause" and that the resolution be adopted. But it would be much faster if everyone could read the exact terms instead of interpreting summaries.

The vote required to adopt a motion to Amend Something Previously Adopted without previous notice is 2/3 or the affirmative vote of the entire membership. Some other motions, such as Rescind, have the same threshold but most main motions only require a majority vote. See Table VI on pages t48-t49 for the full list of motions that require a 2/3 vote (and those where a majority of the entire membership is valid alternative)

I don't see the problem. The order of business lists categories of business and one of those categories could be approving an agenda that includes specific items, in a particular order, under each category. Been there, seen that. Four members of the 8-member board failed to have the agenda amended to delete an item that they did not want to discuss at the meeting. Those same 4 members then voted against adopting the agenda while it included that item. This order of business explicitly excluded New Business.

Putting it in other words: if this person starts to speak at a meeting, you can interrupt to object to a non-member speaking. The chair should then hold a vote on whether to allow the non-member to speak. If it is during a debate/discussion on a motion, that requires a two-thirds vote to allow the non-member to speak. If no motion is on the floor, then it requires a majority vote. This doesn't prevent the non-member from quietly discussing with those who brought them, as long as tjis does not disturb the meeting. If you wish, and depending on any laws or rules that may apply regarding public attendance, you could also make a motion to remove non-members from the meeting.

Who creates this agenda that is emailed? Who emails it? At the meeting, do you formally adopt the agenda? Is any of the above written in your governing documents or rules?

A slight nuance: If, on the other hand, the minutes were approved before the "clarification" was added, then you should raise a Point of Order at the next meeting. The addition of words to the already-approved minutes can only be done by the motion to Amend Something Previously Adopted. It cannot be done by anyone else.

To steal and adapt what I said earlier: "It will save time if you could quote exactly what the constitution says" about this. While you're in your governing documents, please also quote anything your bylaws say about director resignations and the filling of vacancies.

I agree that, based on what you have shared, removal requires approval of the board. However, to answer the original question, you have the authority to remove a member of a committee before the end of their term, subject to approval of the board, according to RONR (12th ed.) 50:14. Your procedure is closest to that of 50:13(c), except that the board is the body that decides on your nominations. So the action that you took was proper and the objectors were incorrect. You could have also asked the board to approve the replacement of member X with member Y. The vote to remove the member of the committee is, per 50:14, a two-thirds vote or the majority of the entire membership (of the board) if previous notice of the motion was not given. If notice was given, a majority vote is sufficient.

But pre-planning is necessary for the particular result that you are claiming is protected. To use an earlier example, "So what would you say is the vote required to suspend a rule requiring a three-fourths vote for the adoption of a particular motion?" Suspending this rule requires a 3/4 vote because it protects a minority of more than 1/4 - any minority of that size, no matter who makes up that minority (ie, no coordination of votes required), and whether or not that minority exists is only known when the result of the vote is announced. On the other hand, the minority group, which is able to use a tactic under cumulative voting, is pre-defined and needs to coordinate its votes to be certain of electing a preferred candidate. This is not the same thing and this minority group is not what is envisaged by 26:2(7). What if not all members of the group follow the plan when casting their cumulative votes? The "guarantee" (or protection) is shown to be a mirage. Protecting a minority of a particular size is not the same as protecting a minority group (aka faction) if it happens to be of a particular size.

I think I see where the difference in interpretation is coming from. The protection referred to in 25:2(7) is to a minority, which only comes into existence when a vote is taken and is less than a majority; it is not pre-defined. The benefit of cumulative voting is to a minority group, which is pre-defined and needs to plan to coordinate its actions before the vote is taken. Therefore, the protection in 25:2(7) does not apply to the question posed in the OP.

J.J.'s latest question was For me, the crux of the issue is not the size of the minority but, rather, whether the rule protects a minority. J.J.'s original question was Mr. Honemann responded, way back on page 1 of this thread, (I am not certain that he continues to hold this view, although he did repeat it as late as page 3.) I am of the opinion that cumulative voting does not "protect a minority" and definitely does not, as J.J. said, 46:43 provides no right to the minority group to elect a candidate. It only provides the possibility to use a tactic. "A minority group, by coordinating its effort in voting for only one candidate who is a member of the group, may be able to secure the election of that candidate as a minority member of the board." (emphasis added) It is not correct to label this possibility as a right.

All of us who have responded interpret your bylaws (the portion you have quoted) to say that this past behaviour was not correct according to your bylaws. It may seem that way, but this appears to be a proper application of your own bylaws. You may want to try postponing the controversial decision until after the vacancies are filled.

What stood out to me was the use of the plural. Guest Happyant, we're talking about the difference between one or several separate amendments to the bylaws or a complete revision of the entire bylaws. In case of the former, further changes at the meeting are subject to scope of notice (eg, if the amendment was to raise dues from $50 to $75, the meeting could only propose to change to a number between 50-75). In the case of a revision, scope of notice doesn't apply and almost any changes can be proposed and adopted at the meeting (eg: someone could propose to create an entirely new category of membership, such as honorary, or life, where nothing like that existed previously or in the proposed revision - even if the proposed revision made no change to the article on membership).

If there were vacancies (note the plural) on February 1, then the quorum wasn't 11 for that meeting. It was a majority of the number of board members in office at that time. If the board has the authority to fill vacancies, it should do so as quickly as possible.

What do your bylaws say about who can appoint the members of the committee (or committees in general)? Do your bylaws have any language about the term for the members of the committee? If your bylaws are silent, refer to RONR (12th ed.) 50:11 - 50:15.

I agree with @Joshua Katz. The chairman has not changed the quorum - your bylaws say that it is a majority of [the] board members. Empty seats are not members. So, for example, if you have 4 vacancies, then the board has 17 members at this time and its quorum is 9.

If you don't know whether there ever was a policy and, therefore, whether the motion that you are proposing "would have the effect of changing something already adopted" the safest course of action is to propose the policy as a main motion but ensure that it is adopted with the vote threshold that would be required to adopt a motion to Amend Something Previously Adopted (ASPA). The easiest way to do that is to provide previous notice of the motion ("notice of intent to make the motion, stating the complete substance of the proposed change, has been given at the previous meeting within a quarterly time interval or in the call of the present meeting"). In that case, a majority vote adopts the motion and, if you subsequently find that there was a policy that this new motion changes, then the new motion will still be valid. See RONR (12th ed.) 10:8(7)c, 35:(7), and 23:6(b). I recommend this because I find it odd (not to say absurd) to make a motion to ASPA when you have nothing to actually amend.

I'm playing the odds. How much do you wanna bet?

If quorum for this body is a majority of the members, then no quorum is present. If the president is a member, then there are 4 members present out of 8 total. If the president is not a member, then there are 3 members present out of 7 total.

Thanks, I needed a laugh

It will save time if you could quote exactly what the bylaws say about quorum for the board. Depending on the exact wording, quorum may be a fixed number or may change if there are vacancies.