Anthony

I am having a hard time finding an attorney that handles this kind of thing in MIchigan.  Anyone know of someone?

That is the case but how does the 3 proceed?  Has it now become something the court must settle? 

On 3/31/2024 at 12:04 PM, Atul Kapur said:

 it's odd, because we're offering solutions based on RONR, but the assumption is that the chair isn't adhering to those rules.

That is the case but how does the 3 proceed?  Has it now become something the court must settle? 

On 3/29/2024 at 5:34 PM, Josh Martin said:

At a board meeting, a member could raise a Point of Order that the acceptance of the resignations was null and void, and therefore, that the subsequent elections were also null and void.

The chair will rule the point “well taken,” meaning he agrees, or “not well taken” meaning he disagrees.

A member may appeal from this ruling. If seconded, this places the question in the hands of the assembly. A majority vote is required to overturn the chair’s ruling.

Well, you can try that if you want. I don't imagine the chair will accept that.

Do you have an attorney yet? I have to imagine this is headed to court, since it seems to me the chair is just going to ignore whatever the board does in this matter.

Thank you Josh.  You have been extremely helpful!

Does the board need to amend his decision and if so, how can the board amend a decision the chair had not right to make?  Or, do the three just send a follow-up email to the board stating the chair was not within his right to accept resignations and the three will resume their positions?

 

 

It seems that in my attempt to simplify this confusing situation I have muddied the waters even further. I  will try to me more clear by laying out the timeline. 

In September there was a highly charged meeting were several members stated they were not happy with the way the Executive Committee was making all the decisions and the Executive Board of 44 were not allowed to participate.  Nothing was brought before the Executive Board for a vote.  Admittedly, the Executive Board members should have been more assertive but, in their defense, the Chair is an intimidating person and most just went along.

Not wanting to continue battling with the Chair, the Vice Chair stood and stated that she was resigning.  Additionally, the Membership Chair stood and expressed his disappointment and that he was resigning from his position as Membership Chair.  A third Executive Board member stated he would leave if things continued along the same path.  At no time during this meeting did anyone, including the Chair, make a motion to accept a resignation.  The balance of the meeting was spent with different Executive Board members voicing their opinions and asking questions.  The meeting was adjourned.

The next day the Vice Chair, at the request of several members, rescinded her resignation. However the Chair stated he had already accepted her resignation.  The Chair also stated he was accepting the resignation of the other two elected Board Members.  Keep in mind that the Membership Chair simply resigned his Committee Chair position not his Board seat.  The third accepted resignation never happened.  It was simply this board member expressing his disappointment.  

Our bylaws do not address how resignations are to accepted.  The Chair points to RONR to justify his actions but omits the substance of the rule.  

The Chair sends out an email to the body stating:  None of the accepted resignations have been previously properly withdrawn. The official interpretations of Robert’s Rules of Order states a resignation “may be withdrawn in the same manner as any motion may be withdrawn”. RR 33:12 and RR 33:13 describe the process for a member to withdraw a motion.  None of the accepted resignations have been previously properly withdrawn in accordance with RR 33;12

The Chair intentionally omits the substance of the rule.  a resignation is a Request to Be Excused from a Duty. It “may be withdrawn in the same manner as any motion may be withdrawn”.  —before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (12th ed.) 32:1–8, 33:12–18.] 

The Chair has now expressed to the Executive Board that because the "resignations" were not properly withdrawn, the Board can accept the resignations.  However, instead of bringing it to the Board in a regular monthly meeting the Chair decides that the Executive Committee will act on behalf of the Board. Our bylaws state:

Section 4: Executive Committee
The term "Executive Committee" as used in this provision, and elsewhere in these bylaws, shall not be construed as
interchangeable with the executive committee referenced in Article I Section 1. For the purposes of these bylaws, the Executive
Committee shall refer to, and consist only of, the Board's four elected Officers. This Executive Committee shall have the
authority to act on behalf of the Board in matters which preclude the Board from direct involvement due to matters of
confidentiality or expediency but shall be accountable to the Board for its actions.

On December 4th @ 10 o'clock at night the Secretary sends out an email vote to the 3 members of the Executive Committee (the Treasurer has resigned).

Do you accept the resignation of the Vice Chair  Yes or No

Do you accept the resignation of Executive Board Member xxx  Yes or No

Do you accept the resignation of Executive Board Member xxxxx  Yes or No

The Chair and Secretary both vote yes 

The Vice Chair does not vote

The Secretary then sends out an email to the body that the 3 resignations have been accepted via email using section 4 of the bylaws.  

The bylaws do not expand on what is expediency however the Chair would not call a meeting for over 90 days so there obviously was no reason to act on behalf of the Board when we simply could have taken a vote at an in-person meeting.  The Chair did not want a meeting as the Board would have sided against his decision.  

but here we are told that the Chair unilaterally accepted resignations, and are provided with a snippet from the bylaws apparently referring to this committee's authority but ending with "but must be held accountable to the Board for his actions".

Unfortunately, a "snippit" is really all there is to Section 4 regarding the Executive Committee's ability to act on behalf of the Board.  I mistakenly used his when I should have said the Executive Committee which consisted of the Chair, Secretary and Vice Chair. Hopefully, the above explanation clears that up.

In this layman's opinion:

the chair deceitfully misled the Board when he stated 2 Executive Committee members resigned.  The Board knows the two did not resign as they were at the meeting.

the chair deceitfully misled the Board when he quoted RONR stating resignations were not withdrawn properly omitting the true definition.  

the chair deceitfully misled the Board when he said the Executive Committee must act for the Board in the name of expediency and then not hold a meeting for 90 days. 

Now the Chair is doing everything through email voting stating members that may not be able to attend in-person meetings will have access to vote electronically.

 

 

Thank you for your quick response. 

Can the 3 board members that were illegally removed by the Chair be able to vote to overturn the Chairs decision?

The Chair removed 3 Board members stating the three had resigned and he was accepting their resignation per our bylaws which allow the 4

Committee members to act on behalf of the board "in matters that require expediency, but must be held accountable to the Board for his actions". 

At the January 25th in-person meeting it was noted under "unfinished business" that the 3 members had been removed on December 4th by the Chair and Secretary by a 2-0 vote (Treasurer and Vice Chair did not vote) which took place via email @ 10 o'clock at night.

In January they took an email vote to fill those vacancies (our bylaws allow email voting however this was the first time it was used). Our Executive Board accepted the new members in a roll call vote (not sure how a quorum works with email voting as our bylaws do not address it). 

The Board Members were unaware that the Chair and Secretary alone voted to accept non-existent resignation that should have been brought before them for a vote.

Now, the Board Members want to amend the Chairs decision to circumvent the Board.

Is this still possible being as new Board Members were voted in to those "open seats"?

We have exhausted all of our options and are now looking for a lawyer.  Does the court have any say in a County Party organization?

Some board members have decided to retain an attorney/parliamentarian.  How is this person allowed to speak at a meeting when only members of the executive board are allowed to participate?

On 1/30/2024 at 8:13 PM, Gary Novosielski said:

What RONR says is largely not a matter of opinion at all, since it is written in ink and English on the page.  And since his name is on the cover of the Book, you may properly assume that @Dan Honemann has more than a passing familiarity with what RONR allows. 

But you seem to be adopting a view of what RONR says or appears to you to say, motivated more by what you want it to say than by what it actually says.  I think you will find that among the regulars here, that is a deprecated method of interpretation.

  Gary, There was no need to be condescending.  If my questions are not up to your standard of expertise, simply do not reply. Written in ink and English on the page?  Really?

Well it seems my ignorance has run it's course I want to thank you all for the patience and help.  It may not seem like it but I have learned a lot.

On 1/30/2024 at 1:51 PM, Guest Anon said:

You can call a special meeting by the rules in your bylaws. At that meeting, you can raise a point of order, where you explain whatever you think was improper according to the rules of your society. If the chair disagrees, you appeal that ruling, and the present members of your society will vote to affirm or overrule the chair.

If your bylaws authorize email voting, they authorize email voting. They might not spell out the process as well as they should, but I think the chair can apply common sense and hold a vote based on what you've described.

That section has explicit exceptions for where bylaws authorize email voting.

RONR clearly contemplates some societies conducting votes by mail and email in 45:57-61, after authorizing it in their bylaws (as your bylaws do). Quorum obviously does not apply in such a case. 45:58 is talking about voting by mail, but the same principle applies that since you can't rely on quorum, you make sure that you get the ballots to the correct addresses. If you have some reason to think that some members did not get a ballot by email, you might have a case that something was improper about the email vote, but it sounds more like you are wanting a specified percentage to respond to get a "quorum." There is nothing in RONR suggesting that is required.

Right now I would like to send out an email to 44 voting members while he is filling non existent positions. 

The Chair circumvented the process spelled out in our bylaws for removing members.  Instead he and the secretary alone removed members in the name of expediency.   

Please vote to amend the Chair's decision

x Yes

xx No

Can I do this?

Under Article IV Section 6  Actions without Meeting,  the following method of voting electronically is put forward via the committee of chairs. 

Committee of Chairs would be the 5 committees the chair is allowed to form ie finance, events, membership, etc.  Those 5 chairs of that committee would form the Chair of Chairs committee.  I don't see in the bylaws that they can put forward any method of voting be it electronic or

On 1/30/2024 at 6:01 AM, Dan Honemann said:

On 1/30/2024 at 6:01 AM, Dan Honemann said:

Immediately prior to asking this question, Anthony quotes me as saying the following on 1/25/2024 at 7:40 AM:

"RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means."

This is what I actually said at that time:

"Voting by email is prohibited unless your bylaws specifically authorize it (see 45:56).  45:59 and 45:61, to which you refer, relate to voting by regular mail, and voting by this method must also be authorized in the bylaws (see 45:57)."

 

 

"RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means."

This is what I actually said at that time:

"Voting by email is prohibited unless your bylaws specifically authorize it (see 45:56).  45:59 and 45:61, to which you refer, relate to voting by regular mail, and voting by this method must also be authorized in the bylaws (see 45:57)."

 

 

Sorry, I didn't mean to misquote you. 

 

On 1/29/2024 at 1:04 PM, Anthony said:

You may, however, challenge it after the fact, via a Point of Order and Appeal.

If the Chair illegally removes the 3 voting members then we can appeal at the next meeting or call a special meeting? Executive Committee member makes a motion to appeal the illegal removal of 3 executive committee members- 2nd - and then it goes to a vote? The Executive Committee votes and with a majority vote reverse the Chair's actions giving the three back their positions?

Robert’s Rules (RR) 45:57 indicates that Vote by Mail (or email see RR 45:59) may be advantageous for important votes when a small fraction of the membership normally attend meetings.  As this is the case, and because the last two meetings have not been orderly and have lasted longer than most members would prefer,  an electronic version of voting  is proposed here in accordance with RR 45:59.

The Chair is misleading the Board when he makes this statement, correct? Of course, our bylaws give him the right to vote via email but it does not spell out the process. He uses the voting process in RR but would that apply to email voting if email voting is not allowed in RR?

         . No section in RONR authorizes absentee voting.  See 45:56 

• Any reference to electronic voting in §45 refers to digital voting devices used at proper in-person meetings, and so the same quorum rules apply.                                                                                                                                                                                                                               Our bylaws:  Any action requiring approval, including the election of regular members, may be taken without a meeting, via email or similar electronic means, provided a record of the decision and corresponding roll call is reflected under "Unfinished Business" in the minutes of the subsequent regular meeting.

If the chair will not have a meeting where a member can make a point of order, receive a second and then take it to the Board for a vote, can we send out an email making a motion to amend the Chairs decision to illegally remove the Board members without presenting the matter to the Board?

x  Amend Chairs decision to remove members

xx Accept Chairs decision to remove members

Under Article IV Section 6  Actions without Meeting,  the following method of voting electronically is put forward via the committee of chairs. 

Committee of Chairs would be the 5 committees the chair is allowed to form ie finance, events, membership, etc.  Those 5 chairs of that committee would form the Chair of Chairs committee.  I don't see in the bylaws that they can put forward any method of voting be it electronic or otherwise.

 

On 1/29/2024 at 1:04 PM, Anthony said:

You may, however, challenge it after the fact, via a Point of Order and Appeal.

If the Chair illegally removes the 3 voting members then we can appeal at the next meeting or call a special meeting? Executive Committee member makes a motion to appeal the illegal removal of 3 executive committee members- 2nd - and then it goes to a vote? The Executive Committee votes and with a majority vote reverse the Chair's actions giving the three back their positions?

Robert’s Rules (RR) 45:57 indicates that Vote by Mail (or email see RR 45:59) may be advantageous for important votes when a small fraction of the membership normally attend meetings.  As this is the case, and because the last two meetings have not been orderly and have lasted longer than most members would prefer,  an electronic version of voting  is proposed here in accordance with RR 45:59.

The Chair is misleading the Board when he makes this statement, correct? Of course, our bylaws give him the right to vote via email but it does not spell out the process. He uses the voting process in RR but would that apply to email voting if email voting is not allowed in RR?

         . No section in RONR authorizes absentee voting.  See 45:56 

• Any reference to electronic voting in §45 refers to digital voting devices used at proper in-person meetings, and so the same quorum rules apply.                                                                                                                                                                                                                               Our bylaws:  Any action requiring approval, including the election of regular members, may be taken without a meeting, via email or similar electronic means, provided a record of the decision and corresponding roll call is reflected under "Unfinished Business" in the minutes of the subsequent regular meeting.

Could we send out an email vote asking who is in favor of

On 1/25/2024 at 7:40 AM, Dan Honemann said:

RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means.

Is there a difference of opinion as to whether or not RR allows for email voting?

Sorry.  Can anyone send the 44 Executive Committee members an email requesting an affirmative vote for a special meeting?

Can anyone petition the Board or does it have to be one of the elected 4?

On 1/28/2024 at 4:00 PM, Josh Martin said:

Thank you for this clarification. Based on these additional facts, I don't think there's anything you can do to "stop" this email vote. You may, however, challenge it after the fact, via a Point of Order and Appeal.

In the interim, perhaps the best course of action for those who believe accepting the resignations was invalid would be to vote for the persons who still hold the positions in question.

I agree.

I don't even know what "the Chair of Chairs" is. Such a position does not exist in RONR, so to the extent such a position has any decision making authority at all, that authority would need to be granted by your bylaws.

Yes.

Could I sent out an email vote to change bylaws from this to that and then get a vote?  Would that need 2/3 as the bylaws say or just majority since it is an email vote?

On 1/28/2024 at 4:00 PM, Josh Martin said:

Thank you for this clarification. Based on these additional facts, I don't think there's anything you can do to "stop" this email vote. You may, however, challenge it after the fact, via a Point of Order and Appeal.

Point of Order and Appeal which then gets voted on by the Board?  How do the 3 voting members removed from the Board get to vote? 

On 1/26/2024 at 10:56 AM, Josh Martin said:

 

Here the Chair quotes Roberts Rules but then omits the substance of the rule (omitted portion underlined below). 

 

The Chair states:  None of the accepted resignations have been previously properly withdrawn. The official interpretations of Robert’s Rules of Order states a resignation “may be withdrawn in the same manner as any motion may be withdrawn”. RR 33:12 and RR 33:13 describe the process for a member to withdraw a motion.  None of the accepted resignations have been previously properly withdrawn in accordance with RR 33;12

 

The truth is:  A resignation is a Request to Be Excused from a Duty. It “may be withdrawn in the same manner as any motion may be withdrawn”.  —before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (12th ed.) 32:1–8, 33:12–18.]"So, in other words... Before the chair has placed the question on accepting the resignation before the assembly, (which never happened) the resignation may be withdrawn unilaterally.  When a resignation has been rescinded, it cannot then be accepted, because one cannot accept what is no longer an offer.

Question:  Let's assume we agree on the above.  The Chair decides he will ignore it and vote to replace anyway.  When you suggest the Board votes "no" what are they voting on.  Their only option to vote is on who is elected to fill positions. We need the Board to vote this email election is illegal.  The Chair states that the Chair of Chairs has decided to vote electronically.  How does the Chair of Chairs make any decisions. 

Chair:  We have several vacancies to fill.  In order to streamline the process and give the body more time to thoughtfully consider their choices we’ll be taking applications,  publishing nominees, taking and publishing comments

On 1/25/2024 at 2:22 PM, Gary Novosielski said:

don't think that's a good idea. The members who did reply would decide the result.

Trying to persuade members to vote "no" might be more effective.

  

Here the Chair quotes Roberts Rules but then omits the substance of the rule (omitted portion underlined below). 

The Chair states:  None of the accepted resignations have been previously properly withdrawn. The official interpretations of Robert’s Rules of Order states a resignation “may be withdrawn in the same manner as any motion may be withdrawn”. RR 33:12 and RR 33:13 describe the process for a member to withdraw a motion.  None of the accepted resignations have been previously properly withdrawn in accordance with RR 33;12

The truth is:  A resignation is a Request to Be Excused from a Duty. It “may be withdrawn in the same manner as any motion may be withdrawn”.  —before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (12th ed.) 32:1–8, 33:12–18.]"So, in other words... Before the chair has placed the question on accepting the resignation before the assembly, (which never happened) the resignation may be withdrawn unilaterally.  When a resignation has been rescinded, it cannot then be accepted, because one cannot accept what is no longer an offer.

Let's assume we agree on the above.  The Chair decides he will ignore it and vote to replace anyway.  When you suggest the Board votes "no" what are they voting on.  Their only option to vote is on who is elected to fill positions. We need the Board to vote this email election is illegal.  The Chair states that the Chair of Chairs has decided to vote electronically.  How does the Chair of Chairs make any decisions. 

We have several vacancies to fill.  In order to streamline the process and give the body more time to thoughtfully consider their choices we’ll be taking applications,  publishing nominees, taking and publishing comments

On 1/25/2024 at 2:22 PM, Gary Novosielski said:

Well, sure.  If the bylaws authorize such teleconference type meetings, then the meaning of being "present" is extended.  So far I don't think we've seen any evidence that they do so.  Perhaps @Anthony can enlighten us.

Sorry.  I should have sent the portion of the bylaws that allow for email voting. 

The Chair is having this remote meeting to keep from facing the Board.  How can I stop this email vote?  Could I send an email requesting members not to reply?  If he only gets 16 votes returned and 10 are in favor is that considered a majority?

The Chair is having this remote meeting to keep from facing the Board.  How can I stop this email vote?  Could I send an email requesting members not to reply?  If he only gets 16 votes returned and 10 are in favor is that considered a majority?