Anthony

Our bylaws do allow email voting. Section 6: Actions without Meeting 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. From the Chair- Under Article IV Section 6 Actions without Meeting, the following method of voting electronically is put forward via the committee of chairs. 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. Anthony said "meetings have not been orderly and have lasted longer than most members would prefer" are members asking questions the Chair does not want to answer. No debate allowed. Section 5: Quorums and Voting A quorum of the Board shall consist of at least eighteen (18) voting members, but a smaller number may adjourn any meeting. Except where a greater number is required by these bylaws or by law, all questions shall be decided by a majority of the members present to vote. State Legislators may submit their vote on matters before the Board via e-mail if the Legislature is in session at the time of the vote. Section 1: Regular Meetings: The Board shall hold meetings as frequently as necessary to carry out its duties. They may occur at such times and places, within or without the State of Michigan, as determined by the Chair. Section 2: Special Meetings: Special Meetings may be called by the Chair, the Vice Chair acting in the absence of the Chair, or by the Secretary at the written request of more than one-half of the Board. ln the event a special meeting is called, notice shall be given by any means available at least five (5) days prior to the scheduled meeting and the purpose or purposes of that meeting shall be clearly stated. Section 3: Remote Meetings: Any meeting of the Board may be held remote-only (i.e. entirely by acceptable means of remote communication) provided exigent circumstances necessitate remote-attendance. Unless otherwise provided, the rules and provisions contained within these bylaws governing in-person meetings shall also apply to remote meetings. (a) Exigent circumstances: Only when logistical constraints or force majeure events create a situation whereby meeting in person as a group is not possible, practical, or safe may the Officers transition said meeting to a remote-only format (b) Acceptable Means: Acceptable means of remote participation includes telephone, internet, or satellite-enabled audio or video conferencing, or any other technology that enables all people participating to be clearly audible to one another. ( c) Right to Access: A member who participates remotely shall be provided with the level of access ( details, documents, and materials) needed to conduct the business of the meeting, to the extent practicable and necessary. ( d) Remote Attendance: Remote participation in a meeting shall constitute attendance for the purposes of Article IV Section 6 of these bylaws. Section 4: Notices, Agendas, and Minutes Notice of regular meetings must be given at least five (5) days in advance, unless otherwise stated. An advance agenda and minutes must be prepared for all regular meetings and included in said notice, unless the notice was given by telephone contact.

Chair will not hold a meeting in person and wants to vote opposition out using email votes. Does this mean he only needs to get 18 votes? Does it mean he only has to notify enough voting members to reach the 18? Could I send out an email to the Board asking they refuse an email vote and rather vote in person? Quorum applies to in person meetings. Quorum rules do not apply to electronic voting. RR 40:1 and RR 3:3 states that a quorum is the number of members who must be present in order that business can be validly transacted. Article IV Section 5 establishes that a quorum requires at least 18 voting members and that all questions shall be decided by a majority of the members present to vote. 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.

unfortunately I'm in Michigan.

Thank you

This forum has been a huge help. Can someone direct me to a Parliamentarian/Lawyer I can hire for help? Thank you!

Anyone know of a Parliamentarian/Lawyer I could hire?

They won't have a meeting where their agenda will be exposed so this is their latest ploy. We have sent letters to the Board stating the Vice Chair has not resigned nor has the two Executive Committee members. The Vice Chair verbally resigned then rescinded her resignation prior to it being accepted. It was never taken to the Board for a vote. The two Executive Committee members only stated their disappointment in the Chair but never resigned. They are blatantly accepting non existing resignations. What can we do if they simply will not follow the rules? The Chairs email this afternoon. 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 from the body, and voting electronically. A summary of the process is shown below. The detailed steps, including references to Roberts Rules The Secretary will send out a call for applications by the end of the week. Detailed Process 1. The Secretary may announce a call for application for one or more vacancies and include directions to apply.. Interested persons, if eligible, shall respond by submitting their application. a. Interested persons may also submit supplemental material (e.g. video, resume, links to websites, etc) b. The call for application shall include a deadline date (4 days s hence) after which applications will not be accepted. 2. After the deadline, the Secretary shall forward any received application to the Chair. 3. The Chair shall respond by selecting one or more nominees for each vacancy and forwarding them back to the Secretary (RR 46:5) 4. The Secretary shall collect and publish comments from the membership pertaining to the selected nominees after receiving the nominees from the chair. The collection and publication may be done electronically. a. The Secretary shall email the body announcing the comment period. b. The comment period shall be at least 2 days. The Secretary shall include the deadline date after which comments will not be accepted in the announcement of the comment period. c. The secretary may refer any comments to the chair for exclusion from publication under criteria the chair might use to rule a member's comments out of order in a regular meeting on the basis of the content of the comments. If a comment is excluded, the member who made the comment shall be notified by the Secretary. The notification to include a justification written by the chair. 5. At the conclusion of the comment period, the Secretary shall prepare an electronic ballot (e.g. Google Form) and distribute it to the membership via email.. a. The email shall specify the date by which votes will be accepted and after which will not. b. The email shall include a pdf version of the electronic ballot. c. The Secretary shall receive from a member in person, in the alternative to the electronic ballot, a signed and dated paper ballot (i.e. the pdf). d. The ballot shall include references which may be electronic to each nominee's application as well as any submitted supplemental information. e. The ballot shall include references which may be electronic to each nominee’s published comments from the membership. f. The ballot shall include a means to allow a member to de-identify themselves via numeric alias in accordance with RR 30:5 and RR 45:55. g. For new member (board seats) vacancies: i.The ballot shall include a list of each nominee and an option to abstain. ii.The member shall make a number of selections equal to the number of new member vacancies. h. For all other vacancies: i.The ballot shall include, for each vacancy, a list of each nominee and an option to abstain. ii.For each vacancy, the member shall make only one selection. 6. Voting remains open until one of the following occurs: a. 4 days hence have expired i.At expiration, if 18 votes or more have been received, a majority of the received votes decides the question. ii.At expiration, if 18 votes have not been received the question has not been decided. b. The question is decided by a majority vote of the membership (i.e. 23) 7. The Secretary shall publish a record of the decision including the roll call of the vote within 2 days of the decision or expiration whichever comes first. a. The Secretary shall include a deadline date (2 days hence) after which member objections will not be accepted. 8. Any member objecting to the published record on the basis that their vote was fraudulently cast electronically by someone other than the member may, on or before the deadline date, may change their vote by submitting an email to the Secretary stating their vote was fraudulently cast by someone other than the member. a. Upon receiving the objection email, the Secretary shall contact the objecting member to confirm the objection. b. Within 1 day of all objection confirmations, the Secretary shall publish the final decision including any amended record of the decision including the amended roll call of the vote upon which the final decision is effectuated. 1. In accordance with Article IV Section 6 and RR 44:55, the Secretary shall include a record of the decision and the roll call of the vote in the minutes of the regular meeting subsequent to the expiration. Under Article IV Section 6 Actions without Meeting, the following method of voting electronically is put forward via the committee of chairs. Section 6: Actions without Meeting 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. 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. Electronic Voting Process Summary

They were at the November meeting and not included in the vote until they voiced their opposition. They were then allowed to vote however 4 days later at 10pm is when the Chair accepted their non existent resignation. The next meeting is in February and will be the first meeting since his email vote. When the Secretary takes a roll call vote their names will not be called. Do we raise a point of order that the names were not called? When the Chair says they are no longer voting members because per the bylaws they were removed under "actions without a meeting" we appeal stating they should not have been removed? How do we overturn the chairs ruling?

With the help of this platform we have determined resignations cannot be accepted once that resignation has been rescinded prior to the Board voting. These resignations were never accepted at any meeting nor brought to the Board for a vote. Let's just assume that is a matter of fact. Knowing the Chair could not get the Board to accept non-existing resignations the Chair sent out an email vote to the Board's four elected Officers using the following: Section 4: Executive Committee 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. The Parliamentarian shall only participate in Executive Committee business in the event a tie-breaking vote is needed. Justification: The following action is being taken under xxx Bylaws: Article IV, Section 6 : Action without a meeting. Robert's Rules authorizes the executive committee to accept resignations in view of bylaws Article III, Section 4. The Chair voted Yea The Secretary voted Yea Presently there is no Treasurer (no vote) Vice Chair abstained (Vice Chair is the resignation he accepted). In accordance with xxx Bylaws and the current edition of Robert's Rules of Order (RR), four outstanding resignations were accepted by the xxx Executive Committee last night (12/4/23). The resignation of xxx from the office of Treasurer, xxx from the office of Vice-Chair, xxx from his board position, and xxx from his board position were accepted via Article IV Section 6: Actions without Meeting. The provision for an Executive Committee to accept a resignation between regular meetings is found in RR 47:57. The provisions of RR 47:57 are applicable to in view of Article III Section 4 of our bylaws which confer the power of the Executive Board to the Executive Committee for matters of expediency. None of the accepted resignations have been previously properly withdrawn. The official interpretations of Robert's Rules of Order found here 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. As such, these resignations were accepted in accordance with RR 47:57 in view of Article III Section 4 of our bylaws via Article IV Section 6: Actions without Meeting Expediency is not defined in the bylaws. There was no need for expediency as the Chair refuses to hold a membership meeting. All meetings are held at the Chairs discretion. Now, the Chair wants to fill those positions and does not recognize the 3 members. What process can we use to nullify this Chair's actions?

That sounds easy enough. How about permanently changing our bylaws? Our goal is to take supreme power away from the Chair (not just this Chair but any Chair) and share it with the Board. Can an Executive Board Member make the motion or what would that process be?

Is it just a motion made at a regular meeting to amend the bylaws?

That is correct. We adopt our own bylaws that are not imposed by the General Party.

That is correct. It is an Executive Board of 44 voting members and 250 general members.

So we could vote to suspend the rule requiring a roll call vote with the affirmative vote of 2/3 of the Board?

So we could vote to suspend the rule requiring a roll call vote with the affirmative vote of 2/3 of the Board?

That is great information, thank you all! It sure would appear changing the bylaws would be the easiest path forward. Here is what our bylaws say regarding amending the bylaws. Section 1: Amendments These bylaws shall be amended only by a two thirds roll call vote at any scheduled meeting of the Board at which a quorum is present. No amendment shall be voted upon unless notice thereof has been given by mail or email. Proper notification to all members of the Board be at least seven days in advance of the meeting at which the vote is to be taken. Question: The bylaws read "two thirds roll call vote". Some members of the Board are "elected county officials" that would not want to incur the Chair's retaliation for their vote. Can we make a motion for a paper ballot prior to the vote? Changes from: “Each Officer elected by the Board shall assume the duties of their office at the conclusion of this December meeting, and shall serve for a term of two years at which point his or her successor will assume the duties of said office.” Change to: 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. "Section 7 Removal of a Membership Regular members may be removed from the Board for cause. However before this vote may be taken, the following action shall occur: 1). A motion to remove a regular member for cause shall be made by an elected Officer. 2). following support for that motion, the matter of removal shall be transmitted to the Membership Committee for further review: 3) The Membership Committee shall evaluate whether the regular members action or actions amount to cause for removal and issue their official, nonbinding recommendation of action to the Board: and 4). following an affirmation recommendation for removal, the Board may vote to remove said regular member by a two-thirds roll call vote at any scheduled meeting of the Board) whereby a quorum is present." Duties of Officers: the Chair shall (1) serve as the chief elected officer of the Board: (2) preside over all meetings of the Board, the Executive Committee, and the Committee of Chairs: (3) be the primary spokesperson of the Board and the County Party: and, with the advice and counsel of his/her fellow Officers, (4) determine all committees, committee chairs and approve of all committee members. Should I cut and paste this to a new thread under: Amending the Bylaws?

Expediency towards the desired goal is not the appropriate consideration of which alternative to follow. Expediency was not the goal. The fact that the Chair decides who is on the investigative committee is the problem. I understand we have to follow our bylaws. There was some ambiguity between alternative 1 and 2 and the goal was not expediency but could we get around an appointed committee? Would you say our only option is to change the bylaws?

If we are talking about removing the chair from his office but leaving him on the board, it seems that the conclusion there was that RONR's disciplinary procedure must be followed, so it's not so simple as writing a motion. You'd need to look carefully at Chapter XX, then ask us any remaining questions. No, we want to remove him from the Board as well. • For the first alternative: “Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority.” • For the second alternative: “Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority."" RONR (12th ed.) 56:29-30 The language in your bylaws does not neatly match any of the alternatives listed in RONR. "Each Officer elected by the Board shall assume the duties of their office at the conclusion of this December meeting, and shall serve for a term of two years at which point his or her successor will assume the duties of said office." The bylaws include the "until their successors..." clause, but the linking words between the term of office and that clause is neither "and" nor "or," but instead "at which point." So which alternative do we go with? It appears we have no choice but to act on the second alternative? The way our bylaws are written we can never remove the Chair as long as he is appointing the committees and approving of the members of that committee. I can only imagine the investigating committee he would appoint. What is the procedure for alternative 2? How would the Chair contest the use of removal in that manner? If the chair finds the point not well taken, then an appeal can be made. In that case who decides what interpretation can be used. By the way, do your bylaws give the chair the power to cancel meetings? That would be a rare provision. If it does not, then meet anyway. Nothing about cancelling a meeting in the bylaws.

Sorry. We have been discussing this on Removal of Chair thread (January 8). Now that i know we can remove the Chair I want to know how to write the motion listing the reasons. Above is just one reason.

With a Chair that respects RR and our bylaws that would work. This Chair continues to ignore the will of the Board. It's only a sample to his behavior. We want to remove him. How should his behavior above be listed in our motion to remove? I didn't want to muddy the waters but he also voted to remove to EC members that disagreed with his decisions claiming their disagreement constituted their resignation. Then accepted there resignation with that of the Vice Chair. Thank you

I'm looking to define cause to remove this Chair based on the following: Our Vice Chair verbally resigned at a meeting. It was not accepted or voted on. She then rescinded her resignation a couple days later. The meeting was mistakenly closed by the Parliamentarian (which he admitted to the Board that it was a mistake). The Secretary wrote in the minutes of the closed meeting that the Vice Chair resigned. At the next meeting there was a motion made to withdraw the minutes of that closed meeting where she resigned. It was voted on and passed by the Executive Committee. Weeks later the Chair sends out an email to the Vice Chair, Secretary and Himself requiring a vote from these three to accept the Vice Chairs resignation stating: Section 4: The Board's 4 elected Officers shall have the authority to act on behalf of the Board in matters which preclude the Board from direct involvement due to matters of expediency but shall be accountable to the Board for it's actions. Expediency is not defined anywhere in the bylaws nor does he give an explanation. Also the last meeting was November, he did not allow one in December, the January meeting is a breakfast and no business will be discussed and no meeting planned into the future. So I have no idea what expediency was needed. We could easily had a meeting and let the Board vote, again. The Secretary and Chair vote yes and send out an email to the entire body that the Vice Chair has been removed. So we know from Mr. Katz that a resignation can not be considered once it's been rescinded as there is no resignation to vote on. We also know the Chair can not override the vote of the 44 elected Executive Board Members. However he continues to state that she is no longer the Vice Chair even going as far as not informing her of meetings and taking her name off the Executive Committee when a vote is called. How can she assume her position if the Chair says she is out. Thank you!

As I understand the facts, and please correct me if I am wrong, the manner in which the board and officers are elected is as follows: -The board is elected by the convention -The officers are elected by the board, from among the board’s members So the chair holds two positions: 1) board member, and 2) chair. Correct Under these circumstances, it would be (theoretically) possible to remove the chair from his position as a board member. Because officers must be board members, this would also remove him from the office of chair. But would that not require an "affirmative recommendation" from the Membership Committee of which his brother in law is the Chair and sole member? Alternatively, the board could remove him solely from the office of chair, and he would remain a board member. The board could, if it wished, subsequently remove him from the board. If the bylaws are silent concerning removing an officer, you follow Robert’s Rules. 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 (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion. I am a inclined to think it is equivalent to “and until,” but the provision is ambiguous, and it will ultimately be up to the organization to interpret its own bylaws. Richard Brown: I agree with Dr. Kapur’s interpretation. Well it's good to have a consensus Thank you, gentlemen. Unfortunately, it looks like the process is to remove him for cause. I suppose if we tried to remove him with a motion he would say we are interpreting the bylaws incorrectly. What would the process be from there?

Posted January 9, 2024 at 09:00 AM

Thank you, Josh. Do you ever sleep? This is an amazing platform for people like me that need guidance. I do not understand. If the Chair can not be removed unless the Membership Committee gives "an affirmative recommendation" for removal and the Membership Committee will not recommend removal then how can he be removed? So, we the Board, appoint the Chair and should have the power to remove the Chair. But isn't that power to remove the Chair, or any Board Member, blocked by the Membership Committee? I understand that under RONR the committee chair is just another member. I mistakenly left out that the Membership Chair is the only member of that committee. The Chair moves people in and out of committees (as is his right) without discussion. Duties of Officers-"Chair" shall (1) serve as the CEO of the Board: (2) preside over all meetings of the Board, the Executive Committee and Committee of Chairs: (3) be primary spokesperson of the Board and the County Party: and, with advice and counsel of his/her fellow Officers, (4) determine all committees, committee chairs, and approve of all committee members. Are you looking for what the Treasurer, Vice Chair and Secretary's roles are?

According to our bylaws a Chair can do whatever he wants and as long as he has a relative as Chair of the Membership Committee he can never be removed? Can the Board Vote to temporarily remove Membership Committee Chair for conflict of interest. Duties of Officers-"Chair" shall (1) serve as the CEO of the Board: (2) preside over all meetings of the Board, the Executive Committee and Committee of Chairs: (3) be primary spokesperson of the Board and the County Party: and, with advice and counsel of his/her fellow Officers, (4) determine all committees, committee chairs, and approve of all committee members.