Trina

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Trina in my Club the Bylaws provide the Board disiplanary authority over complaints submited to them by Club members, to make an full investigation and follow RRON Chapter XX. The Bylaws do not give the Board authority for motion to censure Club members. Would you agree that any Board censure of a Club member based on complaints from Club members is a form of punishment under Chapter XX?

It seems to me that if the bylaws require the Board to respond in a certain way to a complaint submitted by a Club member (that way being to make an investigation and to follow RONR Ch. XX in exercising its disciplinary authority), then the Board is not fulfilling its duties under the bylaws if it doesn't take the prescribed steps. If the Board didn't follow the bylaws, then the motion of censure can't be a punishment, since it didn't come out of the formal disciplinary procedure the Board was supposed to follow. In practice, however, I can imagine that the targeted member, as well as other members of the organization, perceive the censure as a punishment.

It really should be pointed out to the Board that it hasn't yet carried out its duties as prescribed in the bylaws. Perhaps the members of the Board should be censured for their attempt to do an end run around the tiresome disciplinary procedure required by the bylaws .

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There is no prohibition on an assembly adopting a motion to censure someone not a member.

I think this answers my question.

RONR p. 125 ll. 15-18 deals with a motion to censure applied to 'an officer or other representative of the assembly'... it doesn't suggest that such a motion can be applied to anyone the assembly is displeased with, although I suppose it doesn't forbid such application either.

The example on p. 137 (re the City Council and Officer George) has never been crystal clear to me -- although I've assumed that Officer George is a public employee under the jurisdiction of the City Council (but not himself a member of the City Council).

The other examples of censure in RONR deal with application of the motion to a member. This is why I was uncertain whether it is appropriate to use this motion to express displeasure toward a member of a superior body, or even to censure someone who is outside of the organization entirely. As J.J. points out, there seems to be no explicit prohibition.

edited to shorten post

I've just skimmed over this thread, and apologize if I've missed some of the nuances of the discussion...

In an organization where the board is a subordinate body, and assuming that the board does not have authority to take disciplinary actions against general members of the society, can that board adopt a motion censuring (the non-discipline version of censure) a general member of the organization who is not a board member?

Going back to Mr. Mervosh's statement in post #3 -- that 'when censure is not used as "punishment" it reverts back to essentially being an opinion of the assembly' -- nothing precludes the board from expressing its opinion about anyone under the sun, right? On the other hand, if a motion to censure must be an opinion directed at a member, does that mean that a subordinate board can only adopt a motion to censure someone who is a member of that body (i.e. the board) or someone who is answerable to the board (e.g. a member of a committee of the board)?

edited to add underlined text

edited again to quote Mr. Mervosh more precisely

Thanks, that is what I thought. Even if we wanted to postpone the meeting, we would still have to meet to open the meeting, motion to postpone it to another date with a majority vote.

This brings me to another question. Can we vote to postpone it by email? I know this is what they are going to want to do. Do you recommend adding the original issue to our bylaws. The people we have now want to do everything electronically if they can, so I am afraid to add cancelling meetings to our bylaws.

Absentee voting (such as by e-mail) is prohibited under the rules in RONR (no ifs, ands, or buts). If your organization wishes to conduct votes by e-mail, that must be specifically authorized in the bylaws. See RONR (11th ed.) p. 423 ll. 17-23.

Thank you. Looks like what we were doing was not wrong, just unnecessary.

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'No action of acceptance by the assembly is required -- or proper -- on a financial report of the treasurer unless it is of sufficient importance, as an annual report, to be referred to auditors.' (RONR 11th ed. p. 479 ll. 5-8, emphasis added)

I would like to add on to this and ask if the motion is made without prior notice to the members being censured and also to the board would there be a required number of votes for the motion to be adopted. In short the motion was presented without prior notice. In the case I am asking about two members were censured for actions without prior notice. The vote was taken and 4 members voted to censure, 3 members abstained and the two censured members votes were not allowed. The total membership of 9 were present.

The abstentions don't count, so the vote was 4-0, and the motion was adopted. It was improper to deny the two named members their right to vote on the motion, and a point of order to that effect can be raised at any time (RONR 11th ed. p. 252 ll. 20-24). However, this would not change the outcome of the vote, since even if one assume that the two members would have voted against the motion, the vote count would then have been 4-2 (still a majority in favor) so the motion stands (RONR p. 252 ll. 24-30).

Again, the abstentions don't count -- majority vote means the majority (more than half) of those present and voting. In other words, there is no way to construe this as a potential 4-5 vote (adding the abstentions to the assumed 'no' votes of the people who were the targets of the motion to censure).

Please advise if this means that the board has full power and the membership has no say if they decide to override a vote by the membership....

"The board of directors shall have the entire management of the business of the corporation. In the management and control of the property, business, and affairs of the corporation, the board of directors is hereby vested with all the powers possessed by the corporation itself, so far as delegation of the authority is no inconsistent with the laws of the State of Maryland, with the certificate of incorporation of the corporation, or with these bylaws."

Take a look at this earlier thread, for some relevant discussion of bylaws definitions of authority, and the relative authority of the board and the membership:

Any group which "meets in a single room or area" is a group which possesses the characteristic of a group which "meets in a single room or area", so what's the problem?

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The new section on electronic meetings (pp. 97-99) also emphasizes that 'the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting.' (RONR 11th ed. p. 98 ll. 12-14). That suggests that the availability of 'simultaneous aural communication' is considered even more fundamentally necessary in some ways than the traditional requirement to meet in a single room. Like Mr. Merritt, I've been thinking about the implications of the requirement for 'simultaneous aural communication'... however, my focus has been on 'simultaneous' rather than on 'aural'... a different topic, with different questions than the ones raised in this thread.

One more wrinkle:

Do any answers change in anyone's opinion for unseconded "main" motions regarding recording in minutes and renewability in these cases:

(1) The motion is made, the chair asks if there is a second, hearing none, the chair declares that the motion is not before the assembly.

(2) The motion is made, the chair states the question, a member makes a point of order about no second, the chair declares the point well taken, calls for a second, hears none, and declares the motion not before the assembly.

In case (2) the chair did state the question, so the motion was placed before the assembly, albeit briefly. That does seem to lead to the odd conclusion that it can't be renewed, whereas in case (1) it can be. The difference grows out of a fairly small error by the chair... which perhaps seems inadequate as a reason for changing the potential fate of the motion if someone attempts to renew it later in the meeting.

On the other hand, case (2) does involve more intentional action from the assembly, since someone goes to the trouble of raising a point of order in order to forestall debate on the stated motion; whereas in case (1) the members may simply have been passively inattentive and/or uninterested. Maybe that active intervention makes it reasonable that the motions in the two cases are not equally renewable later on?

The same 2 Board members stormed out of 2 consecutive Board meetings disrupting Club business and upsetting the balance of the Board. If you were President of the Board what would you do? Thanks Gary

What does this serious-sounding but imprecise language mean? Was the assembly without quorum after they departed? If not, just continue with the business of the meeting.

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We want to create a temporary provision that says supporting members have the right to vote during this election only and any matters pursuant to this council. The temporary provision would only be needed for a short period of time - most likely two months.

How do we go about doing this?

Thank you.

Amend the bylaws to allow the supporting members to vote, but add a proviso that the right to vote will only apply to defined matters, and will expire on __/__/__ (see RONR pp. 578-579 for a description of provisos). Note the recommendation on those pages that provisions which have effect only for a short period of time -- your temporary extension of voting right seems to meet that description -- are better handled as attachments to the bylaws, so that they don't clutter up the main text. However, that seems to be a suggestion based on aesthetics and orderliness -- the bylaws amendment process must be followed, no matter where in the document you choose to place the temporary provision.

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To be precise then, when approval is necessary by two-thirds majority of the group, abstentions are totaled with the "no" votes, correct? Or, since they are not votes, they are not counted, period?

The abstentions aren't votes. However, if approval by two-thirds of the entire group is clearly specified, then that's what you need. It's true that abstaining will have the same effect as voting 'no' in that circumstance, but that still doesn't mean that an abstention IS a 'no' vote.

Why do you believe it matters how the abstentions are counted? What potential difference in outcome do you see?