Tomm

On 12/9/2021 at 4:41 PM, Dan Honemann said:

You've told us that your bylaws are not silent.  They say that the board may remove a member from office by a two-thirds vote.

With all due respect Mr. Honemann, I would argue that the bylaws simply state the reasons a director can be removed and the required vote to achieve such a dismissal, a majority vs 2/3rds!

Surely, every decision made under RONR requires a vote but the process required to get to that point is where we differ in opinions as to whether the vote alone should be considered the total "process or procedure". Motions are required to have a "second", motions can be debated, speakers can only speak twice, and motions can only be amended twice before a vote must be taken. To me, that would be considered the "procedure" to process a motion. The vote alone is simply a determination whether the motion passes or fails.

Similarly, as far as disciplinary actions are to be considered, executive session is part of the procedure as is an investigation, a trial, an opportunity to defend ones self, and the opportunity to appeal the decision. The vote is only applicable to determine guilt or innocents but only after the procedures for due process have been fulfilled! And those procedures are found in the organizations parliamentary authority, which is RONR because they are absent in the bylaws!  

On 12/7/2021 at 1:38 PM, Josh Martin said:

More importantly than terminology, be sure that the procedures used to remove the chair follow those in your bylaws, or the procedures in Ch. XX of RONR if your bylaws are silent.

So who determines how silent a bylaw has to be to deprive a member of their due process?

On 12/9/2021 at 1:53 PM, Atul Kapur said:

Your complaint is not with us or RONR, but with your own organization's  articles of incorporation and bylaws, which we are just trying to help you interpret. Try to amend them to insert what you consider to be a better process.

Not wanting to beat this horse to death, but I would think the right to due process precedes RONR, the Bylaws, the Articles of Incorporation and the State Statutes? Just say'n! Can you spell K-a-n-g-a-r-o-o -- C-o-u-r-t ?

On 12/9/2021 at 1:42 PM, Atul Kapur said:

I disagree. It outlines the procedure clearly: A vote of 2/3 of the members of the board of directors.

You guys know best and I will concede to your determination, however, the lack of due process, (i.e. an investigation, trial, an opportunity to defend ones self and the option to appeal) is a major concern!

On 12/9/2021 at 12:50 PM, Richard Brown said:

I agree with Josh Martin that if your bylaws provide that the board may remove officers or board members but do not specify the procedure, and if nothing else sets out a procedure, that the removal can be accomplished via an ordinary motion. 

Seems to me, that the state statute requires a procedure and just because the bylaws are silent on such procedures doesn't mean that they don't exist? I thought that as a matter of parliamentary law, if a statute provides that the bylaws can provide otherwise, then the inclusion of RONR as the parliamentary authority in the bylaws is sufficient to provide otherwise? RONR provides the procedures in Chapter XX?

The Article of Incorporation states, for removal by the directors:  "Removal of any elected or appointed Director may be done in either of the following ways:

A. By a vote of two-thirds (2/3) of the members of the Board of Directors after a member of the Board is absent from three (3) or more consecutive regular meetings of the Board or who, in the opinion of such two-thirds (2/3) of the Board members, is unwilling or incapable of performing his or her share of the duties and responsibilities of a Director"

B. (This paragraph if for the removal by the Members)

It's my opinion that this Article only provides the reasons allowable for removal but doesn't address the procedures to be used? 

Here's what the state statutes says:

10-3808. Removal of directors elected by members or directors

A. A director may be removed from office pursuant to any procedure provided in the articles of incorporation or bylaws.

B. If the articles of incorporation or bylaws do not provide a procedure for removal of a director from office:

1. The members may remove one or more directors elected by them with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

2. If a director is elected by a class, chapter, region or other organizational or geographic unit or grouping only the members of that class, chapter, region, unit or grouping may participate in the vote to remove the director.

3. Except as provided in paragraph 9, a director may be removed under paragraph 1 or 2 only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

4. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, region, unit or grouping of members, the number of votes of that class, chapter, region, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.

5. A director elected by members may be removed by the members at a meeting by written consent or by written ballot of the members authorized to vote on such removal. If the removal is to occur at a meeting, the meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.

6. In computing whether a director is protected from removal under paragraphs 2 through 4, it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.

7. An entire board of directors may be removed under paragraphs 1 through 5.

8. Except as provided in subsection C, a director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office or any greater number as is set forth in the articles of incorporation or bylaws.

9. If, at the beginning of a director's term on the board of directors, the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of meetings of the board of directors, the board of directors may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

C. Notwithstanding subsection B, paragraph 8, a director elected by the board to fill the vacancy of a director elected by the members may be removed with or without cause by the members, but not by the board of directors.

First: no rulings were appealed because, frankly, the board is fairly ignorant of RONR, but that's another story!

Second: Two of the nine board members were absent because they were out of town.

Third: The Arizona Revised Statutes Title 10, allows for the org's bylaws to specify the procedures to dismiss a director. No such bylaws defining the procedures exist with the org's bylaws, however, the bylaws do give the board the authority to dismiss or discipline a board member only stating the reasons but not the procedure. RONR is the org's parliamentary authority and we believe that since the bylaws were silent on the procedure Chapter XX of RONR should apply. 

On 12/8/2021 at 6:57 PM, Guest Zev said:

Further clarification, if you please.

All the meetings I referred to were meetings of the board. 

This upcoming annual membership meeting will be the first time we, the Members, can address those violations nd hold them to task.

On 12/8/2021 at 4:53 PM, Guest Zev said:

I still do not know what is the nature of this so-called "violation." Is this something that affects just the board members or the entire organization? Is this procedural in nature or a substantive violation of the bylaws? Some clarification would be helpful.

The first violation was the fact that the board called a special meeting that was used to remove a board of director but failed to state the purpose of the meeting in the call. Both, our org's Bylaws as well as RONR require that the purpose be stated in the call. Further, RONR 9:15 states that the only business that can be transacted in a special meeting is that which was specified in the call. We therefore believe that meeting was null and void as specified in RONR 23:9.

Second violation was the fact that our Bylaws fail to specify a procedure to be used to remove or discipline a director. Our Bylaws have extensive procedures listed in an Article to discipline a general member but not in the Article that specifically refers to members of the board. The board then failed to use the procedures as specified in RONR Chapter XX and simply took a vote and removed the director. 

On 12/8/2021 at 9:12 AM, Gary Novosielski said:

In my view, a more appropriate course of action is to start raising timely points of order and appeals immediately when appropriate.  Analyzing past decisions may provide evidence for disciplining the chair, but will do little or nothing to correct things that have already been done, and were never objected to at the time.  Indeed, the chair may, in his own defense, cite the fact that his decisions were never successfully appealed when ruled upon, and should not be second-guessed at this late date (or equivalent words).

I appreciate your response but the problem is, these violations took place in board meetings too which I am not a member. The upcoming annual general membership meeting is really the first and only opportunity we have to address those issues?  As you are well aware, as a guest in the board meeting we have no authority to raise such points of order or parliamentary inquiry!

On 12/7/2021 at 1:38 PM, Josh Martin said:

More importantly than terminology, be sure that the procedures used to remove the chair follow those in your bylaws, or the procedures in Ch. XX of RONR if your bylaws are silent.

That's perfect and one of the bylaws that was violated. The board removed another director by calling a special meeting of the board, held in executive session to which no purpose of the meeting was specified in the call. And too boot, the bylaws are silent on the proper procedures required to remove a director and they failed to use the procedures as specified in Ch.XX.

Thanks!

On 12/7/2021 at 1:29 PM, Josh Martin said:

RONR does not use the term "recall."

Please advise the proper terminology per RONR.

On 12/7/2021 at 11:31 AM, Josh Martin said:

No, unless these matters have some bearing upon the business at hand. For example, if one of the incorrect rulings gave rise to a continuing breach and a member intends to follow up with a Point of Order, or if the matter in question is presently the subject of a motion to Rescind, or the like.

It is anticipated that another member will be offering a motion to recall the chair. I would hope that when that motion is challenged by the chair and debated, and being current business at hand, it would be appropriate to challenge the previous rulings of the chair? 

On 12/7/2021 at 12:53 PM, George Mervosh said:

What if the chair simply says: "The chair's rulings in these cases were based on the advice of the parliamentarian." ?  

The board didn't have a parliamentarian at the time of the rulings in question. Only after much prodding and criticism from the membership did the board finally acquire a parliamentarian.  

On 12/7/2021 at 12:45 PM, Atul Kapur said:

But, as I recall, you're not a member of the assembly in question, so all of this is even more moot than your planned inquiry. 

I am not a member of the board but I am a member of the corporation and will be in attendance at the upcoming annual membership meeting.

On 12/7/2021 at 11:31 AM, Josh Martin said:

Adopting such a motion would essentially suggest the assembly has no confidence in the chair's ability to preside.

And there lies the reason for my question!

On 12/7/2021 at 7:44 AM, Joshua Katz said:

Can you ask outside the meeting

I would like for the rest of the Membership to hear the parliamentarian's response because I believe the chair violated the org's bylaws.

The Chair of the Board has made some questionable rulings in the past at the meetings of the Board. We, the Members, are now about to have our Annual Membership Meeting. I was wondering if it's appropriate or even allowed to still ask a parliamentary inquiry for something that has happened in the past.

Of course, as only being guests at the Board meeting it is not permissible to ask such a question! 

In fact, I would actually like to ask the Board's parliamentarian who will be at our annual meeting because the Chair seems to have a higher opinion of her own knowledge of RONR.

There's been much said and many questions asked regarding Procedures in Small Boards.

What's the definitive or preferred method to determine which small board rules are to be followed on a continuing basis?

As stated in another thread, it is up to the assembly to determine which, if any, small board procedures are to be used. It's not an "all or none" commitment.

To avoid the confusion that sometimes motions require a second and sometimes they don't, or sometimes the chair would cast a vote and sometimes not, I would assume they should be documented as special rules of order and they would list only those small board rules that would apply at every meeting of the small board. That would avoid the arguments between members regarding which rules apply!

And of course "It is advisable to be printed in the same booklet with, but under a heading separate from, the bylaws."   

On 12/5/2021 at 7:39 AM, Dan Honemann said:

Putting aside any questions relating to a three reading rule, I am of the opinion that this assertion is incorrect. The question cannot be divided after the adoption of the motion to amend because the assembly has decided, by its adoption of the motion to amend, that the part it added relating to an increase in an annual fee shall comprise a part of the motion to approve the general managers budget. 

I guess what initiated my original question was the fact that a motion to increase an annual fee was in fact raised at the preceding meeting and never received a second and therefore died. At the next meeting when the GM presented his report on the upcoming budget and was simply looking for an approval, the increase in the annual fee was added.

That's why I'm questioning whether or not the question can be divided!  

Just curious...

If a bylaw states:

"If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned"

Question: Because an "adjourned meeting" is only a continuation of an unfinished, immediately preceding regular or special meeting, does a quorum need to be reestablished again or was the quorum that was established at the original meeting meet the requirements?  

On 12/1/2021 at 10:38 AM, George Mervosh said:

I think it's time to give this one up

Roger-that!  Sorry

I'm thinking in terms of the following:

A board member makes a motion to divide the question but nobody "seconds" the motion. I understand how a "no-second" means nobody else is in favor of the motion but a forced vote would, kinda, expose the members more as individuals rather than a kinda hiding in anonymity? 

The board (9 members) typically always asks for a "second" during board meetings. If no "second" the chair declares the motion dead. 

Because small boards don't require a "second" can a member demand a vote be taken even if nobody "seconds' the motion? Granted, the outcome of the vote would no doubt be the same however, non-board members quests in attendance would get to see that!

There seems to be nothing in the bylaws that states all motions require a "second".

Are small boards required to function under the procedures for small boards?

You guys know best and I appreciate your response but it appears to me (and that's just me) that the 2 stand alone motions should be restarted because you can now vote to approve the GM's budget without increasing the annual fee and you can vote to increase the annual fee regardless of whether or not the budget is approved?

Thanks!

I guess my confusion comes from the question of why wouldn't you restart the vote on each new motion since each motion is now, kind of, a new stand alone issue?

I believe you can't divide the question unless each one can stand alone on its own merits so what would justify a continuation of a vote to proceed without a restart? 

A motion such as, approve the general managers budget, but was then amended to add an increase in an annual fee.

The question should/could be divided into 2 separate motions:

1. Approve the general managers budget. (the original main motion)

2. Increase the annual fee.

What would justify not restarting the vote?