Declare the Chair Vacant

[Tomm]

The Bylaws state: "The President shall preside at and conduct all meetings of the Corporation by a formal order of business..."

So when the President of the Board of Directors Chairs the Annual Membership Meeting, are they considered as being "appointed" or "chairman pro tem" per 62:11-12?

Can the motion to "declare the chair vacant and proceed to elect a new chairman" be used or would the proper motion be to Suspend the Rules to take away from him/her the authority to preside?

Would the assembly's simple belief that the chair was not well versed enough in RONR be a sufficient reason to allow such a removal?

[Atul Kapur]

On 8/2/2022 at 3:56 PM, Tomm said:

when the President of the Board of Directors Chairs the Annual Membership Meeting, are they considered as being "appointed" or "chairman pro tem" per 62:11-12?

No. So you would need to follow the procedure in 62:12

On 8/2/2022 at 3:56 PM, Tomm said:

Would the assembly's simple belief that the chair was not well versed enough in RONR be a sufficient reason to allow such a removal

That's up to the members what they determine to be important enough to decide their vote.

Note that the motion to suspend the rules is not debatable.

[Dan Honemann]

On 8/2/2022 at 3:56 PM, Tomm said:

The Bylaws state: "The President shall preside at and conduct all meetings of the Corporation by a formal order of business..."

So when the President of the Board of Directors Chairs the Annual Membership Meeting, are they considered as being "appointed" or "chairman pro tem" per 62:11-12?

Can the motion to "declare the chair vacant and proceed to elect a new chairman" be used or would the proper motion be to Suspend the Rules to take away from him/her the authority to preside?

Would the assembly's simple belief that the chair was not well versed enough in RONR be a sufficient reason to allow such a removal?

Is the "President of the Board of Directors" the same person as the "President" referred to in your bylaws?  If not, how is it that he comes to preside over your Annual Membership Meeting?

If these two references are to the same person, Dr. Kapur has answered your questions.

[Richard Brown]

On 8/2/2022 at 10:54 PM, Atul Kapur said:

you would need to follow the procedure in 62:12

 

On 8/2/2022 at 10:54 PM, Atul Kapur said:

Note that the motion to suspend the rules is not debatable.

I agree with both of Dr. Kapur’s statements. However, I have a question: if it is believed that the members do in fact want to discuss or debate whether the chair should be removed, is there a means for doing so? For example, could the rules be further suspended to permit debate on the question?

It seems to me that such a motion would be In order and could actually be part of the original motion which might be worded as, “i move to suspend the rules and remove the chair from presiding for the remainder of this meeting  and that this motion be debatable”.

I welcome feedback on this, as I have been involved in meetings when members were contemplating a motion to remove the chair but wanted to be able to debate it.

Edited August 5, 2022 at 01:26 PM by Richard Brown
Typographical correction

[Rob Elsman]

On 8/5/2022 at 8:25 AM, Richard Brown said:

“i move to suspend the rules and remove the chair from presiding for the remainder of this meeting  and that this motion be debatable”.

 

I believe this motion is actually a main motion that has the effect of suspending the rules.  As such, it is debatable, but it still requires a two-thirds vote for adoption.  The motion can be handled as a question of privilege affecting the rights and privileges of the assembly.

[Gary Novosielski]

On 8/5/2022 at 9:50 AM, Rob Elsman said:

I believe this motion is actually a main motion that has the effect of suspending the rules.  As such, it is debatable, but it still requires a two-thirds vote for adoption.  The motion can be handled as a question of privilege affecting the rights and privileges of the assembly.

I'm looking for some language to support that, and while some incidental motions, when made as an incidental main motion, may be debatable, Suspend the Rules does not appear to be one. Am to understand that a main motion that has the effect of suspending the rules is something other than a motion to Suspend the Rules?

Nevertheless, I agree that in this situation, some discussion or at least explanation would be very desirable.

SDC5 of Suspend the Rules says:

5. Is not debatable. (But see 43:31–32 regarding allowable explanation of an undebatable motion.)

I think 43:31-32 might take care of it, but such things often take the form of a colloquy with the chair, who in this situation can be expected to be uncoöperative in the effort to remove him.

I think Mr. Brown's suggestion ought to be in order.  If debate is something that the assembly wants to do, but the rules prevent it, then suspending the rules is the name of the game.

 

 

[Richard Brown]

Thanks, Gary, those are my thoughts, too. I actually think the motion to remove the chair should be a debatable motion to begin with, but under the current rule it is not. 
 

[Bruce Lages]

On a logical basis it seems as if it should be possible to suspend the rules to allow debate on the motion itself. Section 25:1 says that suspend the rules applies unless it is in conflict with the organization's bylaws or constitution, with local, state, or national law prescribing procedural rules applicable to the organization or assembly, or with a fundamental principle of parliamentary law. Allowing debate on an undebatable motion certainly doesn't seem to fit any of those exclusions. Logic also suggests that if suspend the rules can be applied to prevent debate on a debatable motion (25:4) it should also be applicable to allowing debate on an undebatable motion.

[Tomm]

So now I'm confused!!!!

It's seeming to me, based on your varying responses, that it is dependent on how the motion is made which determines whether the motion is debatable or not?

On the one hand, the motion to suspend the rules is itself not debatable, but if it's a result of a main motion, then the main motion is debatable??? 

Please advise! I'm hoping to make the motion to replace the Chair at our next Annual Membership meeting providing we have a quorum! 

 

[Richard Brown]

On 8/6/2022 at 9:16 AM, Tomm said:

So now I'm confused!!!!

It's seeming to me, based on your varying responses, that it is dependent on how the motion is made which determines whether the motion is debatable or not?

On the one hand, the motion to suspend the rules is itself not debatable, but if it's a result of a main motion, then the main motion is debatable??? 

Please advise! I'm hoping to make the motion to replace the Chair at our next Annual Membership meeting providing we have a quorum! 

 

No. The motion to suspend the rules and remove the chair from presiding is not debatable because it is a motion to suspend the rules. However, the motion can also include a motion to further suspend the rules to make the motion debatable. That is what I proposed and white Mr. Novosielski also appears to agree would be proper.

It is actually suspending two rules: The rule that the chair presides at all meetings and the rule that a motion to remove him from presiding is not debatable.

look closely at the exact language of the motion I proposed:  “i move to suspend the rules and remove the chair from presiding for the remainder of this meeting and that this motion be debatable”.

 

Edited August 6, 2022 at 04:34 PM by Richard Brown
Eliminated a paragraph that repeated itself

[Dan Honemann]

On 8/6/2022 at 10:16 AM, Tomm said:

So now I'm confused!!!!

It's seeming to me, based on your varying responses, that it is dependent on how the motion is made which determines whether the motion is debatable or not?

On the one hand, the motion to suspend the rules is itself not debatable, but if it's a result of a main motion, then the main motion is debatable??? 

Please advise! I'm hoping to make the motion to replace the Chair at our next Annual Membership meeting providing we have a quorum! 

 

How about replying to the questions I asked quite some time ago.

[Tomm]

On 8/3/2022 at 3:37 AM, Dan Honemann said:

Is the "President of the Board of Directors" the same person as the "President" referred to in your bylaws?  If not, how is it that he comes to preside over your Annual Membership Meeting?

Yes, same person. President of Board acts as Chair at the Annual Membership Meeting.

So...if I don't add the wording about being debatable, then the motio can't be debated?

[Dan Honemann]

On 8/6/2022 at 12:45 PM, Tomm said:

Yes, same person. President of Board acts as Chair at the Annual Membership Meeting.

But stating it this way is what makes it confusing. When presiding over the Annual Membership Meeting he is doing so as President of the Corporation and not as President of the Board, isn't that so?

[Tomm]

On 8/2/2022 at 12:56 PM, Tomm said:

The Bylaws state: "The President shall preside at and conduct all meetings of the Corporation by a formal order of business..."

If it's the Annual Membership Meeting then I presume that every Board member in attendance is there as a Member of the corporation and not a member of the Board.

[Rob Elsman]

On 8/6/2022 at 9:16 AM, Tomm said:

...it is dependent on how the motion is made which determines whether the motion is debatable or not?

Tomm, you're just getting a whiff of the importance of knowing how to properly classify a particular motion.