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ShannonVanDuren

Chairman Unwilling to Rule on Point of Order

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What steps can be taken if a Chairman is unwilling to rule on a point of order? 

 

We have asked that that the chairman give a ruling of well taken or not well taken and he will not. 

 

Without this ruling we cannot continue with Board business, correct? 

 

Any direction will be greatly appreciated.

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What steps can be taken if a Chairman is unwilling to rule on a point of order? 

 

We have asked that that the chairman give a ruling of well taken or not well taken and he will not. 

 

Without this ruling we cannot continue with Board business, correct? 

 

Any direction will be greatly appreciated.

 

The chair is required to rule or present it to the Board for a vote on the point itself.  So tell him if he's unwilling to rule on the point himself, put it to a vote and the ruling of the assembly will stand.  If he's unwilling to do that, any member can put the question on the point to a vote.  If it gets that far, the society may need to consider disciplinary action against the chair.

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How far are you willing to take it?  If just to get a ruling on a Point of Order, a member can ask the assembly directly if the point is well-taken if the Chair does not rule (I read it last night by coincidence and I think it is in Chapter XX).  If you want to remove the Chair for not doing their job, then that is in Chapter XX and the exact section depends on a temporary vs. permanent removal.

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I'd have to say that, by not ruling on some member's point of order (I presume that is what happened) and, in the absence of anybody else's promptly arguing against the point, that the chair is acquiescing with the point. 

 

So assume the point is a good one ("well taken"), and proceed accordingly.

 

Later on, see if you can inject some backbone into the chair.

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I'd have to say that, by not ruling on some member's point of order (I presume that is what happened) and, in the absence of anybody else's promptly arguing against the point, that the chair is acquiescing with the point. 

 

So assume the point is a good one ("well taken"), and proceed accordingly.

 

Later on, see if you can inject some backbone into the chair.

 

John are you sure about this?

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I'd have to say that, by not ruling on some member's point of order (I presume that is what happened) and, in the absence of anybody else's promptly arguing against the point, that the chair is acquiescing with the point. 

 

So assume the point is a good one ("well taken"), and proceed accordingly.

 

Later on, see if you can inject some backbone into the chair.

Since we are told the chair has specifically refused to rule the point "well taken" or "not well taken," I don't think this is correct.

There was a motion to uphold the Bylaws that was voted down.  This point of order is because the Board is taking action that is against the Bylaws per this vote.  Does this change the process?

No, I don't think it changes anything. I concur with Mr. Mervosh's suggestions.

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John are you sure about this?

 

Not completely sure, to be sure. But ...

 

Since we are told the chair has specifically refused to rule the point "well taken" or "not well taken," I don't think this is correct.

 

 

...  I am comfortable with my first conclusion provided (as I noted) no member raises any objection to the original point made by another member, and the chair does not formally rule on the question.

 

The lack of the chair's ruling can be looked as a (sort of) referral of the point to the assembly (p. 254, line 9ff.) and the assembly's disinterestedness in making an issue of what the first point of order was would be a "no objection" unanimous consent that the point was correct.

 

There is an element of YSYL in this too, but I don't think that a business meeting should get all wrapped up in knots just because the chair isn't doing a top-notch job processing the point of order, AND nobody seems to care.

 

'Course, I wasn't there, Charlie.

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There was a motion to uphold the Bylaws that was voted down.  This point of order is because the Board is taking action that is against the Bylaws per this vote.  Does this change the process?

 

These descriptions of the motion that was defeated, and the point of order that was ignored, are much too vague to be of any assistance.

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I am on the same Board as Shannon so can add some detail. We are struggling to do the right thing in the right way.
 

It is an election year. Nominations from the floor were due by Apr 1, 2015. After that date, it was determined that the person being nominated was in debt to the club from an event in May 2014. Club dues are due July 1. There is a 30 days period during which they can be paid with no penalty, and an additional 30 days during which they can be paid with a late fee. That takes us to Aug 30th.

 

Based on the following, a minority of the board find the candidate's membership invalid and not renewed until the debt is paid.

 

 

Section 2.  Dues

Membership dues shall be set by a 2/3 majority vote of the Board of Directors.  The dues shall not exceed thirty-five ($35.00) per year, to remain in effect until such time as an increase is deemed necessary by the Board of Directors.  Dues are payable in U.S. funds and are due and payable on or before the first (1) day of July each year.  Upon renewing the dues each year the member is agreeing to abide by the current Constitution, By-Laws and Code of Ethics that are in force as of the year in renewal.  Past due indebtedness to the Club and any bank charges for returned checks will be paid by the applicant/member before membership is valid or is renewed.  No member may vote whose dues are not paid for the current year.  During the month of May, the Treasurer shall send to each member a statement of his dues for the ensuring year. 

Family dues will be available for those individual members living in the same household (ie. Husband and wife and/or husband wife and junior member). The cost of the family dues will be the price of each individual membership with a 15% discount.

The debt was not paid by the nomination deadline. Not sure if it matters, but invoices were sent. The candidate states she ever received them, however does not dispute that she owed the money. Additionally, the President was without question aware of the debt before the deadline, and just to complicate matters was one of the five signatures she needed to be nominated.

 

The candidate did finally pay the debt on Apr 15th.

 

The BOD can conduct business by email and all business related to this topic has been by email.

 

The President has been quite 'vocal' telling us there is nothing we can or should to stop this candidate from being on the ballot. He ordered the ballots to be sent with her name on.

 

A minority feels that because the candidate was in debt at the nomination deadline, she was not eligible to be nominated and allowing her to run would be against the bylaws.

 

Ballots were believed to have been mailed on the 15th per the bylaws.

 

A minority board member made a motion to remove the candidate's name from the ballot. That motion was seconded. A note was made that it was understood that this would require revised ballot to be sent.

 

Unbeknownst to anyone at that moment in time, the ballots had not been mailed and the corresponding secretary made the decision on her own to hold them.

 

The President privately called and emotionally ranted at the person who made the motion, stating the motion was invalid and providing no logical reason, only reasons why he didn't want the motion. Most of his reasons are because this person donates a lot of money to the club, including donating beer for a welcome party which this year will be hosted by the President's regional club, and saying this person has and will again threaten to sue the club.

 

More discussion ensued via email. There appears to be a standing rule that when an e-motion is made and seconded, there must be a 2 day (48 hour) discussion period before anyone can vote. Note that no one can produce a list of standing rules.

 

Once the time came that votes could be cast, three people voted yes (remove the name from the ballot) and four people voted no. One person had not yet voted when the President declared the motion failed, stating that if the last board member voted yes, he would break the tie by voting no. He again ordered the ballots to be mailed with the candidate's name on them.

 

As we did more research into the entire matter, it was discovered that A. the candidate did not pay her dues until Sep 3, 2014 and B.  a decision was made by board members in November to allow amnesty to people who had not paid their dues by then. Calls were made to people on a list that had been members the previous year, but had not paid for the current fiscal year. There is nothing we can see in the bylaws that would allow for this exception.

 

Between the initial issue of debt, there is this second issue. Based on one, the other, or both, we do not feel this candidate should be on the ballot and thus, the board member who made the motion to remove the candidate's name from the ballot called a Point of Order because the action of allowing the candidate to be on the ballot violates the bylaws.

 

At this point, the President has responded with multiple pages of text including exclamations that the BOD has done many things against the bylaws, has accepted late dues when they shouldn't have. He agrees she was in debt, he points out that we've allowed others who paid dues late to vote on a issue for example.

 

He concludes his dissertation with this paragraph, "If you want me to rule on this specific application of disregard for our by-laws then I must say that our actions stand.......and hopefully we are all wiser for the experience.

 

 

 

Shall we take that as a ruling of "the Point is not well taken?"

Those of us in the minority are willing to take this to whatever end is available to us.  We are putting together a package to send off for a professional opinion, but realize we cannot get the formal opinion back before ballots go out, which will probably happen today. We hope to get it back before votes are counted.

 

We have a conference call meeting tomorrow evening. We need advice on how to get through that meeting. If his statement quoted above cannot be considered a proper ruling on the Point of Order, what I'm hearing some of you say is that we can put that Point of Order to the Board for a vote? It is nearly guaranteed they will rule the point is not well taken. If we understand correctly, we can appeal and again, that will fail. But we feel we should do our duties and continue to try to stop the action we strongly believe is against the bylaws.

 

This club does answer to a larger organization that has the authority to fine us, or discipline us. We have reached out to that club and were advised to consult a parliamentarian. One we have the formal opinion, then we can take that and all our documentation to the larger club.

 

We just want to get through the next few days!

 

Thank you all for your time. We're trying hard to learn and do the right things.

 

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Found the reference from last night.  I was right it is in Ch. XX, p 650-651.

But I'm confused that there was a motion to abide with the bylaws.  Shouldn't a point of order be that a motion that goes against the bylaws should have been ruled out of order by the chair?

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Your chair might be right ref. pp 447-448.  Do your bylaws require officers to be members or members in good standing?  If not specified, then anyone (member or not) is eligible be an officer.

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Yes, nominees must be members. Here are the sections regarding nominations.

 

 

Section 4. Nominations and Ballots

No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws.  A Nominating Committee shall be chosen by the Board of Directors before January fifteenth (15).  The Committee shall consist of five (5) members and two (2) alternates representing the four (4) major U.S. Time Zones with no one (1) Time Zone represented by more than two (2) members.  All members of the Committee shall be Active or Life members in good standing, no more than one of whom shall be a member of the current Board of Directors.  No person may be a nominee in a Club election who has not been an Active member in good standing for three (3) years.  No two or more members of an immediate family, husband, wife, mother, father, son or daughter, may serve on the Board on concurrent or overlapping terms. 

(a)   The Nominating Committee shall nominate, from among the eligible members of the Club, one (1) candidate for each position which shall expire June thirtieth (30) of the current year and shall procure the acceptance of each nominee so chosen.  The Committee should consider geographical representation of the membership on the Board to the extent that it is practical to do so.  The Committee shall then submit its slate of candidates to the Corresponding Secretary who shall mail the list, including the full name of each candidate and the name of the state in which he/she resides, to each member of the Club on or before March first (1) so that additional nominations may be made by the members, if they so desire. 

( B)nominations of eligible members may be made by written petition, addressed to the Corresponding Secretary and received at his/her regular address on or before April first (1).  They must be signed by five (5) active members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate.  No person shall be a candidate for more than one (1) position, except for the position for herein, may be made only from among those members who have not accepted a nomination by the Nominating Committee. 

©   If no valid additional nominations are received by the Corresponding Secretary, on or before April first (1st), the Nominating Committee’s slate shall be declared elected and no balloting will be required.

(d)   If one (1) or more valid additional nominations are received by the Corresponding Secretary, on or before April first (1), he/she shall on or before April fifteenth (15), mail to each member in good standing, a ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside, together with a blank envelope addressed to the independent accounting firm marked "BALLOT" and bearing the name of the member to whom it was sent.  So that the ballots may remain secret each voter, after marking has/her ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the independent accounting firm.  The independent accounting firm shall check the returns against a provided list (by the Treasurer) of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting, which shall be announced June fifteenth (15). 

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There was a motion to remove the name from the ballot, as it was already on the ballot. We believe that it should not have been necessary to make that motion, and the nomination should simply have not been accepted. However, it had been accepted and the ballots were prepared and believed to have been mailed with the name on them.

 

So we are certainly open to advice on what we should have done other than make that motion.

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No person may be a nominee in a Club election who has not been an Active member in good standing for three (3) years. 

 

I'm not a grammarian but I believe the verb case here would allow someone who had been 3 years in good standing but is not now to still be eligible.  If this is all I would agree the Chair and would rewrite the bylaws to less tortured verbiage.

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As best I can determine, you are fighting a losing cause, but don't let that stop you.

Mr. Honemann said what I have been wanting to say but was reluctant to do so.  Right or wrong, the assembly gets to decide on appeals of points of order (and, indirectly, to interpret its own bylaws) by a majority vote.  It seems the majority would vote in such a way that this person is allowed to stay on the ballot.   For better or worse, that is the end of it unless someone thinks it worth taking to court.  I doubt that it is.  And I gather that getting a vote of the general membership on the issue is not a very realistic option.

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Shall we take that as a ruling of "the Point is not well taken?"

Those of us in the minority are willing to take this to whatever end is available to us.  We are putting together a package to send off for a professional opinion, but realize we cannot get the formal opinion back before ballots go out, which will probably happen today. We hope to get it back before votes are counted.

 

We have a conference call meeting tomorrow evening. We need advice on how to get through that meeting. If his statement quoted above cannot be considered a proper ruling on the Point of Order, what I'm hearing some of you say is that we can put that Point of Order to the Board for a vote? It is nearly guaranteed they will rule the point is not well taken. If we understand correctly, we can appeal and again, that will fail. But we feel we should do our duties and continue to try to stop the action we strongly believe is against the bylaws.

 

This club does answer to a larger organization that has the authority to fine us, or discipline us. We have reached out to that club and were advised to consult a parliamentarian. One we have the formal opinion, then we can take that and all our documentation to the larger club.

 

If I understand the facts correctly, the "Point of Order" and subsequent "ruling" occurred outside of a meeting. So no, you should not take the chair's statement as a ruling, since a ruling can be made only during a meeting. A member could raise a Point of Order at a meeting, and if the chair states that the actions stand, I would take this as a ruling that the point is not well taken. If he doesn't state anything, follow the suggestions from Mr. Mervosh back in Post #2.

 

The chair's ruling on a Point of Order may be appealed from, but if the assembly itself rules on a Point of Order, then there is no Appeal - there is no point in appealing to the same body which made the decision in the first place.

 

Additionally, I'm not entirely sure that the board is the proper body to be making this decision. Since this is an election by the general membership, it seems to me that only the general membership can decide on the eligibility of the candidate, unless the bylaws provide otherwise.

 

As for whether this member is, in fact, eligible, see RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation for bylaws.

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If I understand the facts correctly, the "Point of Order" and subsequent "ruling" occurred outside of a meeting.

 

Which brings up an interesting point that perhaps we have been confused about. If the board can conduct business by email, which is allowed per our bylaws, does RONR apply and are we 'in a meeting?'

 

 

Section 4. Board Business 

The Board of Directors may conduct its business by mail, email, fax, other electronic devices (provided each board member has means of this use), through the Corresponding Secretary, or by the telephone conference call (provided it does not conflict with any other provision of these bylaws).  Board business may be conducted by email provided that 1) each member has the means to participate; 2) a procedure is in place to verify the identity of the individuals participating to ensure that they are the eligible board members; 3) a mechanism is in place to verify that the eligible board members are "listening"; 4) all board members agree to participate in this manner.    Any business discussed or voted on by telephone conference, mail, fax or email shall be confirmed in writing by the Recording Secretary within seven (7) days..

 

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Which brings up an interesting point that perhaps we have been confused about. If the board can conduct business by email, which is allowed per our bylaws, does RONR apply and are we 'in a meeting?'

 

If the bylaws authorize the board to conduct business by e-mail, it will be up to the board to figure out how that works.

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There was a motion to uphold the Bylaws that was voted down.  This point of order is because the Board is taking action that is against the Bylaws per this vote.  Does this change the process?

 

Probably not.

 

I rather doubt that the motion was "that the bylaws be upheld."  If it was, then it was not in order, since the bylaws must be upheld even in the absence of a motion to do so.  Therefore, the motion has the same effect as no motion, and is dilatory.    

 

And since the motion to uphold the bylaws was defeated, it had no effect, and the status quo remains, wherein the bylaws must be upheld anyway.

 

It doesn't look like much of a change to the process would occur.

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