Shmuel Gerber

But taking the item from the table could be placed on the agenda. Even if there is no agenda being submitted for adoption, it would be helpful for the chair to have it noted on his own order of business that the bylaw amendment lies on the table and may be taken from the table. And I would say that further notice is not required, but if a call to meeting is sent out, it would be helpful for the matter that lies on the table to be noted there as well.

And yet Robert's Rules devotes many words to the topics of items laid on the table as well as agendas. Curious.

No, but I am claiming that in such a situation the quorum requirement may be suspended, by a two-thirds vote, if every member is present. The rule requiring a quorum to be present in order for an assembly to transact business is in the nature of a rule of order. The relevant rule about suspending the quorum requirement is stated in 25:10: "Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.* "*An elected or appointed body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present."

I hope it's not because you don't have enough remaining members.

Yes: "9:25 Attendance at an Executive Session or Other Closed Session. Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting. When it is desired to similarly restrict attendance at a particular meeting without imposing any obligation of secrecy (or to remove a previously imposed restriction on attendance), this may also be done by majority vote (see also 61:6–7)."

The golf committee may (or may not) have a valid claim that it was improper for the board to have empowered this ad hoc committee, but I believe the problem would ultimately have to be resolved by the board. (I am assuming that the golf committee is subordinate to the board, but perhaps that is an incorrect assumption.)

I agree that a motion that was put to a vote but didn't receive any votes — that is, it received neither any votes in the affirmative nor any in the negative — should be declared rejected, but there are many anomalies involved. I think some reasonableness is needed here and simply trying to analyze the rules as stated in the book may not be sufficient. - Strictly by definition, although a majority vote (more than half the votes cast) in the affirmative has not been obtained, a two-thirds vote (at least two-thirds of the votes cast) in the affirmative has been obtained. - The noes would seem to have prevailed — but there weren't any noes! And certainly no one voted on the prevailing side, because no one voted on any side. But given all that is said in 37:10(a), I would tend to agree with Mr. Martin that every member — or actually, every member who was present at the time the vote was conducted — is eligible to move to Reconsider: The motion to Reconsider can be made only by a member who voted with the prevailing side. In other words, a reconsideration can be moved only by one who voted aye if the motion involved was adopted, or no if the motion was lost. (In standing and special committees, however, the motion to Reconsider can be made by any member who did not vote on the losing side—including one who did not vote at all.) It should be noted that it is possible for a minority to be the prevailing side if a motion requiring a two-thirds vote for adoption is lost. A member who voted by ballot may make the motion if he is willing to waive the secrecy of his ballot. If the motion to be reconsidered was adopted by unanimous consent, all the members present at the time of the adoption are in the same position as if they had voted on the prevailing side and qualify to move to reconsider. Similarly, if a motion was lost but the negative vote was not taken because it was intrinsically irrelevant (see 44:9(a)), the members present at the time who did not vote in favor qualify to move to reconsider. This requirement for making the motion to Reconsider is a protection against its dilatory use by a defeated minority—especially when the motion is debatable (see Standard Characteristic 5, above) and the minority is large enough to prevent adoption of the Previous Question (16). When a member who cannot move a reconsideration believes there are valid reasons for one, he should try, if there is time or opportunity, to persuade someone who voted with the prevailing side to make such a motion. Otherwise, he can obtain the floor while no business is pending and briefly state his reasons for hoping that a reconsideration will be moved, provided that this does not run into debate; or, if necessary while business is pending, he can request permission to state such reasons (see Request for Any Other Privilege, 33:22).

According to Robert's Rules, "A special committee may not be appointed to perform a task that falls within the assigned function of an existing standing committee." RONR (12th ed.) 50:10. Assuming there is nothing in your bylaws or applicable state or local law about the powers of committees, any conflict between committee functions should be resolved in favor of the standing committee — although presumably it would be up to the board to make this determination rather than the committee chairs. Each committee of the board should follow whatever instructions it receives from the board. However, it's not clear to me which committee in this scenario is trying to override the other. If the Golf Committee is the one that would send out the survey, why would it would take instructions from a different committee? Even if the Golf Committee were not in charge of this area, that doesn't mean a different committee can issue instructions to the Golf Committee.

The answer is the same under RONR. Even the paragraph you cited acknowledges this: "46:45 If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill. In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office." This language in the bylaws is not the wording recommended in RONR for adoption of a parliamentary authority, but it seems to me that "all proceedings" is a much broader term than "the conduct of meetings", and so RONR should at least have some persuasive value in interpreting the bylaws in general.

There is definitely at least one thing defective about that sentence. 🙂 For starters, it should say, "If the reason you can't obtain a quorum ..."

It should refer to note 13. See https://robertsrules.forumflash.com/topic/36235-i-think-i-have-found-something-in-ronr-12th/

I think you meant that the privileged motion to Adjourn yields to applicable incidental motions: "21:6 The privileged motion to Adjourn: … 1. … yields to any applicable incidental motions that may arise and that must be disposed of before the motion to Adjourn is voted on; but an incidental motion that can wait may not be entertained after a motion to Adjourn has been made."

If the reason you can't obtain a quorum is that the quorum is higher than the total number of remaining members, then if you can get every remaining member to attend a meeting, the rules can be suspended in order to conduct business without a quorum and amend the bylaws. If the reason you can't obtain a quorum is that not enough of the remaining members are interested in attending, then try harder to get them to attend. 🙂

If the investigation finds that a member has violated facility rules, then whatever procedure exists for enforcing facility rules should be followed.

Earlier you said that the statement in your bylaws regarding the board dismissing a member "is the one and only statement in the entirety of the Bylaws addressing any matter of discipline whatsoever." But now you seem to be saying that it would be appropriate to bring a charge before the board for "violation of facility rules". This implies that the board has some jurisdiction regarding enforcement of facility rules. Which one of these is correct?

It's not clear to me how the special meeting is being called. Is the assembly itself at one meeting deciding to call a special meeting? Or are you trying to get a majority to agree outside of a meeting (e.g. by email) that a special meeting called by some other persons (e.g. the president or a number of members requesting it) will be held in executive session?

Matters discussed during an executive session are not secret from the members of the body that is meeting.

Lesser discipline, perhaps. You're still not talking about lesser charges. You're talking about imposing a lesser penalty for the same charge.

Again it seems to me that you are conflating two things. If the board finds the member guilty of "conduct detrimental to the objectives of The Association" but there is less than a 2/3 vote to dismiss the member (or actually a vote of two-thirds of the entire Board, which is not the same as a 2/3 vote), then maybe you have a question whether the board can suggest some lesser punishment to the membership. But I still don't quite understand what lesser charge you think can be brought if the member was found not to have engaged in conduct detrimental to the objectives of the association. Conduct only slightly beneficial to the objectives of the association?

You make a good point.

You seem to be confusing a charge for a lesser offence with a lesser punishment for a given offense. You also may be confusing a charge (a statement of "an offense—that is, a particular kind of act or conduct that entails liability to penalty under the governing rules—of which the accused is alleged to be guilty") with a specification (a statement of "what the accused is alleged to have done which, if true, constitutes an instance of the offense indicated in the charge") RONR 63:24. According to what you've posted, the board simply has the power to dismiss a member for "conduct detrimental to the organization." If nothing that the member is suspected or accused of rises to this level, then the board has no power to bring any charge at all. Of course, I haven't read your bylaws, and for some reason you refuse to quote even the relevant provisions. You say you "would agree that, if a charge of conduct detrimental to the organization is preferred, then the motion to punish may not be less than dismissal." Well, if your organization agrees with that as well, then it would seem there is nothing left for the board to do if no such charge is made.

What about Principle #7? "The imposition of a definite penalty for a particular action prohibits the increase or diminution of the penalty. If the bylaws state that a member shall be dropped from membership on a board if he misses three consecutive regular meetings of the board, he cannot be retained by vote of the board, nor can more severe penalties be imposed, such as a fine in addition. If, for example, it is desired to allow the board to diminish or waive the penalty, or increase it, the bylaw must not make it definite or must specifically provide for diminution, waiver, or enlargement."

The board can agree that if the member resigns, further disciplinary investigation will be dropped. I see no need for the board to inform the membership of charges that are not being brought, when the whole purpose of the resignation is to avoid the embarrassment of expulsion.

Doing this would require the EC to actually meet, and we have no reason to meet other than this requirement. Which is why I was thinking originally that I just need to have one EC meeting per year and record all the queued-up EC decisions in the minutes of that meeting, so there's something in our minutes book. A reason to meet would be if any member of the executive committee disagrees with a proposed action. The purpose of having a committee or board instead of one officer make these decisions is to have the benefit of more than one person's opinion, not to rubberstamp every action ever proposed.

The rule in RONR (12th ed.) 24:3 states, "when the chair rules on a question about which there cannot possibly be two reasonable opinions, an appeal would be dilatory and is not allowed." A member may appeal from the decision of the chair even if the decision is based on a rule, if the member disagrees with how the rule should be interpreted and applied to the particular situation.