Shmuel Gerber

Or maybe it was the extra second that was added yesterday that got computers all mixed up. Or maybe it happens every night and you just never noticed.

You should ask whoever gave you the task what they had in mind. Every organization ought to have a fully updated version of the bylaws -- in the current wording, not cluttered with various amendments being shown -- that can be referred to as needed. However, there is certainly nothing wrong with also keeping a historical record, and maybe it has simply been decided that you should convert that record into an editable file. Some organizations also put a parenthetical note, in the updated current version, next to any section that has been amended, with the date(s) of amendment but without showing the old versions of the text.

How does not taking on the position of Treasurer help one write checks?

I haven't actually done any proper research on this question, but I think you're right, Dan. Maybe this represents another opportunity for an Official Interpretation.

This kerfuffle (to borrow a term) is why RONR suggests that "where a particular type of organization is subject to local, state, or national law containing provisions relating to its procedure," the language in the bylaws might be better if it said something like: "The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order the Society may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence." I think that makes it pretty clear that the society intends the provisions of RONR to supersede any provisions of applicable statutes that do allow the bylaws to take precedence. (Whether the statute itself requires something more explicit is another question.)

You should upgrade from the 10th edition of RONR to the 11th (current) edition.

Well, that's my question. I'm not sure anyone else would have thought the answer could be "no" (but is actually "yes").

Can you quote exactly what the rule says about the vote required for this position?

And I still don't know why you said that, since no information has been provided that would in any way suggest the possibility that when a replacement is elected at the annual meeting, a new term of office begins. Why would it make any difference whether the terms are staggered or not? If anything, having staggered terms would make it more reasonable to think that the replacement's term might end at a different time, since the terms of the different directors are different anyway. If they all begin and end at the same time, then there certainly shouldn't be a different term of office when a replacement is elected to fill a vacancy.

I'm not sure what you're asking. Let's suppose that this ex-officio board member is not a member of the organization, either because it is not a membership organization, or he (assume we can use the word "he", either because he's a man or we're just not being politically correct) just isn't a member. As an ex-officio board member, he is now an officer of the organization (because all board members are officers by virtue of being board members), but he is not an "elected or appointed" officer, so he doesn't count toward the quorum at board meetings. Now, suppose that the board elects him to an officer position within the board. He is not "ex officio an officer of the board", so the rule on p. 484 that "Whenever an ex-officio board member is also ex officio an officer of the board, he of course has the obligation to serve as a regular working member" doesn't apply. The question is whether, by having been elected by the board as an officer of the board, he is now under the authority of the society -- "that is, if he is a member, an employee, or an elected or appointed officer of the society" (p. 483, ll. 27-28).

Well, if "NEVER" means "yesterday."

This is what you wrote in the second sentence of your first response, and I have no idea why you said it:

No, I am not saying that and I don't know why you and Mr. Brown both suggested that that may be the case.

There are dozens of examples of resolutions in RONR, hundreds of mentions of the word "resolution," a nearly five-page subsection devoted to resolutions, rules relating to the reading of resolutions, rules relating to a resolutions committee, etc., etc. If RONR had ears, it would have resolutions falling out of them.

Yes. So far the only people who have suggested otherwise are keefe and Mr. Brown, and I have no idea where they got the notion that the occurrence of a vacancy in office might change the length of the term of that office. I don't know how a provision that "the church council shall appoint a replacement until the Annual Meeting" could be made any less ambiguous.

You've got to be kidding.

In which case Mr. Huynh's answer might still apply.

Yes. However, this raises the interesting question whether that board member will be counted toward the quorum if he or she is not a member of the organization. I would say yes, but the wording in RONR, pp. 483-4, is not entirely clear on this point (at least it's not clear to me).

I vote for "Unofficial Moneyperson for a Little While."

You probably think that's a joke, but actually it's not. In fact, sometimes after you agree with a post of mine, I'll go back and reread it myself in the hopes of learning something, once I know that it's correct.

In that case, the chair certainly should neither have entertained a motion to adjourn nor taken the vote on such a motion.

Thanks. You too.

Umm, did you actually read my response?

My point was to offer a satisfactory explain as to why an eligibility requirement for nomination is not necessarily the same thing as a requirement for election, which is what I thought you were looking for. But obviously you're not satisfied.

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