Replacing chair at general meeting of the members

[CorLeonis]

I will be attending a special general meeting of the membership for my organization where there will be a contentious debate over the current board membership. Normally, the president of the organization acts as chair of such meetings. However, in this circumstance, there will likely be doubt as to his ability to act with impartiality or to have a good working command of the rules of order that will apply.

Is there a proper motion that can be made from the floor of the meeting to replace the chair for the meeting's duration with another member? Does it need a simple majority vote, or a 2/3 majority, and is it debatable? My hope is that there is a simple motion that can be made after the meeting is called to order, but before adoption of the agenda, in which someone can be named to replace the chair for the duration of the meeting.

Your with thanks,

CorLeonis

[Dan Honemann]

On 12/30/2021 at 6:09 AM, CorLeonis said:

I will be attending a special general meeting of the membership for my organization where there will be a contentious debate over the current board membership. Normally, the president of the organization acts as chair of such meetings. However, in this circumstance, there will likely be doubt as to his ability to act with impartiality or to have a good working command of the rules of order that will apply.

Is there a proper motion that can be made from the floor of the meeting to replace the chair for the meeting's duration with another member? Does it need a simple majority vote, or a 2/3 majority, and is it debatable? My hope is that there is a simple motion that can be made after the meeting is called to order, but before adoption of the agenda, in which someone can be named to replace the chair for the duration of the meeting.

Your with thanks,

CorLeonis

Assuming that you have at hand a copy of RONR, 12th ed., take a look at 47:13 and 62:10-14, particularly 62:12-14. If you then have any further questions, please don't hesitate to post them here.

[CorLeonis]

Thanks for the swift reply! My copy should be arriving tomorrow. If I have any additional questions, I will be sure to ask!

[Tomm]

On 12/30/2021 at 5:27 AM, Dan Honemann said:

Assuming that you have at hand a copy of RONR, 12th ed., take a look at 47:13 and 62:10-14, particularly 62:12-14. If you then have any further questions, please don't hesitate to post them here.

If the assembly believes that the presiding officer is not thoroughly familiar with the duties of the presiding officer as stated in 47:14, is that reason enough to suspend the rules and ask for another chairperson?

I'm thinking in terms of a president of the executive board who normally will preside as chair at the annual general membership meeting. 

[Gary Novosielski]

On 12/30/2021 at 9:09 PM, Tomm said:

is that reason enough to suspend the rules and ask for another chairperson?

If the assembly believes it is sufficient reason, then it is.

[Josh Martin]

On 12/30/2021 at 8:09 PM, Tomm said:

If the assembly believes that the presiding officer is not thoroughly familiar with the duties of the presiding officer as stated in 47:14, is that reason enough to suspend the rules and ask for another chairperson?

Whatever is sufficient to persuade enough members to get a 2/3 vote is "reason enough." RONR does not require any particular reason or cause for the introduction or adoption of a motion to Suspend the Rules and remove the regular presiding officer from the chair for the duration of the meeting.

Personally, yes, I am inclined to think the chair not understanding the duties of chair is a pretty good reason.

Edited December 31, 2021 at 01:50 PM by Josh Martin

[Tomm]

On 12/30/2021 at 4:09 AM, CorLeonis said:

Normally, the president of the organization acts as chair of such meetings.

However, if the chair of the board is specified as being the chair of the annual membership meeting in the bylaws, then that rule cannot be suspended. Correct?

The bylaws states:

SECTION 3:  PRESIDENT

The President shall preside at and conduct all meetings of the Corporation by a formal order of business. The President shall have general supervision and direction of the affairs of the Corporation in accordance with the Corporate Documents. The President shall have authority to administer all matters not otherwise expressly delegated, and may call special meetings of the Membership and/or Board.

Edited December 31, 2021 at 03:36 PM by Tomm
accuracy

[George Mervosh]

On 12/31/2021 at 10:30 AM, Tomm said:

However, if the chair of the board is specified as being the chair of the annual membership meeting in the bylaws, then that rule cannot be suspended. Correct?

No that's not correct. 

[Dan Honemann]

Mr. Mervosh is backed up by footnote 5 on page 617.

[Tomm]

On 12/31/2021 at 8:38 AM, George Mervosh said:

No that's not correct. 

Please explain 25:2 (2)

[Dan Honemann]

I repeat, Mr. Mervosh is backed up by footnote 5 on page 617.  🙂

[Dan Honemann]

On 12/31/2021 at 10:44 AM, Tomm said:

Please explain 25:2 (2)

See its footnote.

[Tomm]

On 12/31/2021 at 8:45 AM, Dan Honemann said:

I repeat, Mr. Mervosh is backed up by footnote 5 on page 617.

I see that but with all due respect, doesn't that contradict 25:2 (2)?

[Tomm]

Got it...2:21

[Gary Novosielski]

On 12/31/2021 at 10:51 AM, Tomm said:

Got it...2:21

Which says, in part: 

Quote

Rules clearly identifiable as in the nature of rules of order that are placed within the bylaws can (with the exceptions specified in 25) also be suspended by a two-thirds vote;

A rule that the president presides at all meetings is clearly identifiable as a rule of order, as it concerns the orderly conduct of business in the context of a meeting.  It is suspendible by a two-thirds vote.

[Rob Elsman]

On 12/30/2021 at 5:09 AM, CorLeonis said:

...there will likely be doubt as to his ability to act with impartiality or to have a good working command of the rules of order that will apply.

One has to wonder why this person was elected in the first place to a position, the premier duty of which is to preside at meetings with the appearance of impartiality and to correctly apply the relevant rules of order, even in the midst of a contentious debate.

[J. J.]

On 12/31/2021 at 7:09 PM, Rob Elsman said:

One has to wonder why this person was elected in the first place to a position, the premier duty of which is to preside at meetings with the appearance of impartiality and to correctly apply the relevant rules of order, even in the midst of a contentious debate.

It might be the specific issue.  It deals with the chair personally.  

[Tomm]

On 12/31/2021 at 5:09 PM, Rob Elsman said:

One has to wonder why this person was elected in the first place to a position, the premier duty of which is to preside at meetings with the appearance of impartiality and to correctly apply the relevant rules of order, even in the midst of a contentious debate.

The person was elected by the Members to serve on the board but the board elects their own officers. Tradition has typically elevated the previous years VP to president!

If, at a General Membership meeting where the board president normally sits as chair and the Membership then suspends the rules to replace him, can the motion to suspend include the name the person who the membership wishes to serve as their new chair or does the board VP automatically fall into that position?

[Atul Kapur]

You have previously been advised to read 62:12-14.

62:14 tells you that the motion may name the new occupant of the chair.

Quote

If the motion to suspend the rules is adopted by a two-thirds
vote, then, unless the motion names a new occupant of
the chair, the ranking vice-president (or, in the absence of the
vice-president, an elected temporary presiding officer; 47:11(3),
47:13) has the duty of presiding through the end of the session
(or any shorter period specified by the motion to suspend the
rules).