Shmuel Gerber

It's not clear to me exactly what you are looking for an example of, but many organization have their governing documents available online. The National Association of Parliamentarians has Articles of Incorporation posted here. But you raise an interesting question by alluding to the final two sentences in 56:18: "Some societies prefer to set forth the object in a preamble to the bylaws rather than in an article, in which case the preamble precedes Article I, and the numbering of the remaining articles described below is modified as necessary. This device is especially useful in societies incorporated many years before, whose charter no longer states its object in modern terms or with the specificity now desired." The last sentence seems to have been added in the 9th Edition of RONR. I don't think it is a simple matter to try adopting any statement of Object in the bylaws where the charter already has a different statement. The charter supersedes any conflicting provisions in the bylaws, whether they are in a numbered article or in a preamble. While it may be possible to specify examples in the bylaws of the types of activities the society will aim to engage in, these can in no way be interpreted to either limit or expand the object of the society as provided in the charter.

Maybe it's a board meeting held in the usual arena of another board so the home fans can jeer the away team.

Although empty suits might be. 🙂

Not every incidental main motion has the effect of changing something previously adopted. As noted in 10:7, "Referring to the Table of Rules Relating to Motions on pages t6–t33, most of the motions listed as “main”—with the exception of No. 1 (original main motion)—are incidental main motions in their usual application."

Please stop posting your reply as a new topic.

I think you're asking whether it is too late to make an appeal after a parliamentary inquiry or a point of order has occurred, because of the rule "If any debate or business has intervened, it is too late to appeal." Parliamentary inquiries and points of order are incidental motions and generally would not be considered business in the parliamentary sense, since they relate to the business at hand and are not business in and of themselves.

25:11 explains both "sides": "Rules protecting a basic right of the individual member cannot be suspended. Thus, while generally applicable limits on debate and the making of motions may be imposed by motions such as the Previous Question, the rules may not be suspended so as to deny any particular member the right to attend meetings, make motions or nominations, speak in debate, give previous notice, or vote." (emphasis added)

Well, at least we know that Paul is keeping up to date with the latest edition of RONR. 🙂

Based on the facts presented, it seems to me that has become the question only for those who want to make it the question. The two rules are not in conflict, because RONR provides that no one other than the member gets to decide whether that member casts a vote. But there are two rules we are talking about. One is "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization." The other is "However, no member can be compelled to refrain from voting in such circumstances." We are not debating either rule. We are debating why the second rule is being brought to bear when the first rule should be resorted to first.

I don't understand why you would need case studies in motions to amend something previously adopted in order to understand that such a thing exists. An assembly adopts a main motion. At a later time, it wishes to change some text of that motion, as applied to the future. A motion is made to amend it. The latter motion is a main motion of this type. Voilà. As Mr. Elsman noted, the entire section 35 is devoted to the subject, as well as section 36 in particular cases. There is also an entire section (57) devoted to the subject of amendment of bylaws, which is a particular case of a motion to amend something previously adopted.

I don't see where the OP states that the board had prevented the member from voting. She merely said that the member hadn't voted, whereupon she noted the rule that the member could not be compelled to refrain from voting, whereupon the member voted. It seems to me the member was encouraged to vote because he could not be compelled to refrain. If so, that was incorrect reasoning.

If the member believed that he had a direct personal or monetary interest in the motion, then you were not correct, because the rule is that the member should refrain from voting on such a question.

It can be done either way. If the preparation of the tellers' report is expected to take any significant amount of time, then a motion to recess should be adopted if the assembly wishes to wait. If no such motion is adopted, it would be usual for the meeting to continue with other business until the report is ready.

😂

Oh, *that* first column. In the other first column (you know, the first one), it says "Nominations, to make (46)", and honestly I had no idea what Dan was talking about. 🙂

Perhaps they could be (if one interprets the bylaws by applying the words themselves), but that is not what RONR prescribes. « If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of this incidental main motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership—any one of which will suffice. A motion to remove an officer from office is a question of privilege affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion. The assembly normally cannot proceed to fill the vacancy created by removal of an officer immediately, since notice is a requirement (see 32:7). If the president is removed from office, the vice-president thereby succeeds to the presidency, creating a vacancy in the vice-presidency which requires notice to fill. If it is desired to fill a vacancy that may be created by removal, previous notice may be given in advance of the meeting at which removal is contemplated that, should removal of the officer occur, the resulting vacancy may be filled at that meeting. » (RONR (12th ed.) 62:16, first subparagraph and footnote)

I am tempted to make the slightly opprobrious remark that upon putting the book anywhere, they would likely already know what it is. And I am fallen into the temptation. 🙂

Reading this thread has made me happy too. (Or maybe it's the doughnuts.) 🙂 In any event, I'll just point out that nominations never need to be seconded, even when made by an individual member.

Even if the rules don't specifically allow for such a punishment, I think it could be considered a form of suspension.

Thanks for sharing that word with us, Dan! Did our late friend Gary Tesser will you his dictionary? 🙂

That's an interesting question. If the person is still a member of the organization, I would say yes.

I agree that it was not necessary to submit an unconditional resignation from the first office in order to be nominated to fill the vacancy in the second. But it appears that this election took place to fill a vacancy that occurred during an existing term of office. So presumably the winner would take office as soon as the election becomes final. If so, since the bylaws disallow holding multiple offices, the only way for the election to become final is for the member to resign from the first office. Since the member was present at the time of the nomination, I think it would have been entirely appropriate to ask the member to indicate in advance that he is effectively submitting at least a conditional resignation to take effect upon election to the second office. It would be absurd to allow the member to be nominated, win the election, and then either decline the second office (so that the election has to be repeated) or else submit a resignation from the first office, with the acceptance of that resignation somehow being a separate question from the election that just took place.

Thank you. I was frustrated by the puzzles as well, but we'll have to leave them in place for now because the spammers have been very active lately.

A point of order would be appropriate "when a member thinks that the rules of the assembly are being violated" (RONR 12th ed. 23:1). In this case, that would be only if the chair has announced a result that a member thinks is improper. It is not appropriate to raise a point of order to resolve a theoretical question about the meaning of a particular bylaw provision.

Thank you. (I don't read every message on the forum, but I happened to read this one.)