How to remove Chair

[Anthony]

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  She then rescinded her resignation a couple days later.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 Katz that a resignation can not be considered once it's been rescinded as there is no resignation to vote on.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!

 

 

[Atul Kapur]

A member whose status is not in doubt could raise a point of order that the acceptance of the vice-chair's (withdrawn) request to resign is null and void and a continuing breach as it conflicts with a motion adopted and still in force — namely, the vice-chair's election. RONR (12th ed.) 23:6(b)

If the chair finds the point not well taken, then an appeal can be made.

[Anthony]

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

[Joshua Katz]

What do your bylaws say about discipline and about term of office? For good measure, what do they say about how one becomes chair? I.e. is it elected by the membership, or does the board select its own chair, etc.?

[Anthony]

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. 

[Joshua Katz]

Ah, I didn't make the connection. 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. 

[Josh Martin]

On 1/12/2024 at 8:59 PM, Anthony said:

I'm looking to define cause to remove this Chair based on the following:

"Cause" for removal of an officer is defined in RONR as "neglect of duty in office or misconduct."

"If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held." RONR (12th ed.) 62:16

On 1/12/2024 at 8:59 PM, Anthony said:

How can she assume her position if the Chair says she is out. 

Show up to a meeting and be prepared for a Point of Order and Appeal.

On 1/13/2024 at 8:31 AM, Anthony said:

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.

So I would note that if you think the Chair is just going to ignore the members on a Point of Order and Appeal, then removing the Chair probably isn't going to go very smoothly either. To be prepared for this matter, I would advise some or all of the following:

• Thoroughly studying Section 63 of RONR, as well as RONR (12th ed.) 62:2-15, "Remedies for Abuse of Authority by the Chair in a Meeting"
• Hiring a professional parliamentarian to assist the assembly in parliamentary procedures for this matter
• Hiring an attorney to advise the assembly on legal issues relating to the removal

On 1/13/2024 at 8:31 AM, Anthony said:

How should his behavior above be listed in our motion to remove?

That's not how that works. If formal disciplinary procedures under Section 63 of RONR are required to remove the chair, you do not simply make a "motion to remove."

I will describe in more detail the first steps of this process, involving appointment of the investigative committee. The full process is fairly lengthy, and I would again reiterate reading Section 63 of RONR in its entirety before proceeding.

The first step is for a member, at a regular meeting or a special meeting called for the purpose, to make a motion that looks something like this:

"Resolved, That a committee of… [number of members] be appointed to investigate allegations of neglect of duty in office by our Chair, [Name], which, if true, cast doubt on his fitness to continue in office, and that the committee be instructed, if it concludes that the allegations are well-founded, to report resolutions covering its recommendations."

I would ordinarily recommend that the committee be elected by ballot, but unfortunately, your bylaws provide that all committees are appointed by the chair, without exception.

The resolution, at this stage, should not contain additional details concerning the allegations.

"For the protection of parties who may be innocent, the first resolution should avoid details as much as possible. An individual member may not prefer charges, even if that member has proof of an officer's or member's wrongdoing. If a member introduces a resolution preferring charges unsupported by an investigating committee's recommendation, the chair must rule the resolution out of order, informing the member that it would instead be in order to move the appointment of such a committee (by a resolution, as in the example above). A resolution is improper if it implies the truth of specific rumors or contains insinuations unfavorable to an officer or member, even one who is to be accused. It is out of order, for example, for a resolution to begin, “Whereas, It seems probable that the treasurer has engaged in graft,…” At the first mention of the word “graft” in such a case, the chair must instantly call to order the member attempting to move the resolution." RONR (12th ed.) 63:11

[Gary Novosielski]

On 1/13/2024 at 9:31 AM, Anthony said:

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

You can't very well claim that it would not work if you have not tried it.  The only way a chair can ignore the will of a 42‑ member board is if 21 of those members agree with him.  Read the chapters on Point of Order and Appeal, and be ready to put a plan into action at the next meeting.  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. 

[Anthony]

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.

[Atul Kapur]

On 1/14/2024 at 6:37 PM, Anthony said:

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?

As I believe I have stated previously, I believe that your language leads to the same conclusion as if it stated "and": you would need to go to discipline (the first alternative).

On 1/14/2024 at 6:37 PM, Anthony said:

t 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.

Expediency towards the desired goal is not the appropriate consideration of which alternative to follow. 

However, if you have enough who agree with you, you can suspend the rules and temporarily remove the chair's authority to preside over the current meeting with a two-thirds vote. See 62:10 & 62:11-14. You can do this at each meeting. This does not, however, remove his authority to appoint committees. 

[Gary Novosielski]

On 1/14/2024 at 6:37 PM, Anthony said:

t 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.

The problem here is that "the way your bylaws are written" is what you must comply with.  The fact that you don't like how they are written does not figure into it, unless and until you successfully amend them.  So it is not correct that your only choice is to follow the or alternative—in fact, your only choice is to follow your bylaws the way they are written.

The way I read the bylaws, they specify a fixed term.  I think neither the and nor the or alternative applies here, specifically because the word until does not appear.  In best-practice bylaws, terms end after a given time plus additional time until successors are in place.  But your bylaws say that terms last for two years.  Although they mention successors, they do not say that the fixed terms continue until the successors take over. They say that successors will take over "at that point".  What point is that point?  The only point mentioned is the two-year point.  Saying that the successors take over when they take over is a tautology.  Of course they do. But the bylaws say that happens at the two-year point; full stop. What happens if they don't?  I see nothing to suggest that the current officers stay in office.  Presumably there would be no officers at that point, as is the case with fixed terms.

Yes, it could be argued, as @Atul Kapur has done, that your bylaws are equivalent to the and (first) alternative, and while I have a different view, I believe that no matter which of us is correct, you're stuck using the discipline process outlined in Chapter XX of RONR

[Atul Kapur]

On 1/14/2024 at 8:35 PM, Gary Novosielski said:

Yes, it could be argued, as @Atul Kapur has done, that your bylaws are equivalent to the and (first) alternative

To be clear, I am saying that, for the purposes of determining what is required for the officer to be removed, that a fixed term (without the "and" or "or" language regarding successors) means that the disciplinary process needs to be followed. I make no claims of equivalence for any other implications of the "and" language, if any.

[Anthony]

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?

[Josh Martin]

On 1/14/2024 at 5:37 PM, Anthony said:

No, we want to remove him from the Board as well.

Yes, I understand you want to remove him from the board as well, but from our previous discussions, my understanding is that the goal is to now follow a two-step process, in which:

• You first remove him from the office of Chair
• You then remove him from the board, after the new Chair appoints a new Membership Committee

The reason for this process is because, under your bylaws, the Chair appoints all committees, including the Membership Committee, and the bylaws also require an affirmative recommendation of the Membership Committee in order to remove a board member.

This two-step process is potentially more feasible, because although there will still be a chair-appointed committee, an affirmative vote of the committee is not strictly required under RONR for the assembly to prefer charges.

On 1/14/2024 at 5:37 PM, Anthony said:

It appears we have no choice but to act on the second alternative?

That is my interpretation.

On 1/14/2024 at 5:37 PM, Anthony said:

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.

Yes, I expect the chair will still appoint an investigating committee which will exonerate him. However, under the procedures in RONR, the assembly may still prefer charges even if the committee recommends against it.

On 1/14/2024 at 5:37 PM, Anthony said:

What is the procedure for alternative 2?

The procedure for that alternative is to simply make a motion to remove the chair. No reasons need to be stated in the motion. The motion may be made at any regular meeting or at a special meeting called for the purpose. The motion requires for its adoption a vote of a majority of the entire membership, a 2/3 vote, or a majority vote with previous notice.

In my view, such an alternative is not an option under your bylaws.

On 1/14/2024 at 5:37 PM, Anthony said:

How would the Chair contest the use of removal in that manner?

Well, I don't know what your Chair will try to do to contest removal in that manner, or in another manner. I expect a great deal. I'd be prepared for anything.

The proper method for the Chair to contest removal would be as follows. This is written based on attempting to remove the chair through a simple motion to remove, but other than the language of the Point of Order, the procedure would be much the same in any case. (This is going to get a bit confusing - I'll try to use "Chair" to refer to the permanent office of "Chair" and "presiding officer" to refer to the person temporarily serving in that capacity.)

• He should first relinquish the chair, as the Chair obviously cannot be expected to impartially preside over his own removal. If he fails to do so, the rules may be suspended by a 2/3 vote, without debate, to remove the Chair from presiding for that meeting only. I must note that removal in this manner solely removes the Chair from presiding, and does not suspend any of his other authority (such as, for example, the authority your bylaws give him to appoint all committees). By default, the Vice Chair would then preside, but if this position is vacant, or if the Vice Chair is also not desired for presiding for whatever reason, the assembly may elect a Chair Pro Tempore to serve as presiding officer.
• The Chair should then, as a member, raise a Point of Order, stating that "Under the wording in our bylaws, formal disciplinary procedures are required to remove the Chair, and the motion to remove the Chair is therefore out of order."
• The presiding officer would rule the motion "well" taken, meaning he agrees, or "not well taken," meaning he disagrees.
• If the presiding officer rules the motion not well taken, the Chair would then appeal from the decision, and another member would second it. The question would then be before the assembly.
• After debate, the question would be put as "Shall the decision of the chair be sustained?" A "yes" vote upholds the ruling of the presiding officer, and a "no" vote overturns the ruling of the presiding officer. A majority vote in the negative is required to overturn the presiding officer's ruling.
• I would note that the question before the assembly at this time is what is members' honest interpretation of the organization's rules, and such determination should be made without regard to their opinions on the merits of whether the current Chair should be removed.

On 1/14/2024 at 5:37 PM, Anthony said:

In that case who decides what interpretation can be used.

The assembly itself is the ultimate arbiter of its bylaws as a parliamentary matter, but of course such an interpretation should be based on the members' honest opinions on this matter, and not just the interpretation which is most convenient.

There may still be a higher authority to appeal to. If, for example, your organization is part of a larger state or national organization, it may be there is some sort of process to appeal to them. And it may be there is legal recourse. But such matters are beyond the scope of RONR and this forum.

On 1/14/2024 at 5:37 PM, Anthony said:

Nothing about cancelling a meeting in the bylaws.

Then the chair does not have the authority to cancel a regular or properly called meeting.

On 1/15/2024 at 8:47 AM, Anthony said:

There was some ambiguity between alternative 1 and 2 and the goal was not expediency but could we get around an appointed committee?

In my view, no, there is no way around it, for the following reasons.

• I concur with my colleagues that the wording in your bylaws would require formal disciplinary procedures to remove an officer. In your terms, "Alternative 1" is required.
• RONR is clear that an investigating committee must be appointed as the first step in formal disciplinary procedures.
• Your bylaws (unfortunately) provide that the chair appoints all committees, without exception.

I would still note that this is still not quite as bad a situation as the route of removing him from the board directly, because unlike your bylaws, an affirmative recommendation of the investigating committee to prefer charges is not required.

On 1/15/2024 at 8:47 AM, Anthony said:

Would you say our only option is to change the bylaws?

I would not quite say that is your only option, but it may well be the easier option, depending on how easy it is to amend your bylaws. Under the bylaws as they presently exist, you could follow this procedure (which is a summary, and you should review Section 63 in its entirety before proceeding):

• Appoint an investigating committee - knowing full well that the committee will make a recommendation exonerating the Chair
• Be sure to include instructions to the committee about the time at which to report (this is to avoid the committee using the tactic of just stalling indefinitely)
• If the committee fails to report at the assigned time, adopt a motion (by majority vote) to Discharge a Committee
• Notwithstanding the committee's recommendation to the contrary, prefer charges against the Chair, appoint managers for the trial, and set the date for the trial
• Hold the trial
• Following the conclusion of the trial, find the Chair guilty of one or more charges and specifications
• Remove the Chair from office
• Get a new Chair
• The new Chair appoints new committees, including a new Membership Committee
• Follow the procedures in your bylaws to remove the old chair from the board

In the alternative, the organization can amend its bylaws, following the procedures in the bylaws to do so, to change the procedures for removing board members and officers to whatever the organization believes is appropriate.

Edited January 15, 2024 at 03:41 PM by Josh Martin

[Atul Kapur]

On 1/15/2024 at 10:37 AM, Josh Martin said:

The proper method for the Chair to contest removal would be ... [relinquish the chair and raise a point of order from the floor]

If the Chair believes that the motion is not in order, for the reasons you provide, why state the motion at all and go through this process? The Chair should simply rule the motion not in order. The Chair can hear a point of order and preside over any appeal. Only if the Chair's ruling is overturned would the Chair state the motion and relinquish the chair.

Edited January 15, 2024 at 05:16 PM by Atul Kapur

[Josh Martin]

On 1/15/2024 at 11:15 AM, Atul Kapur said:

If the Chair believes that the motion is not in order, for the reasons you provide, why state the motion at all and go through this process? The Chair should simply rule the motion not in order. The Chair can hear a point of order and preside over any appeal. Only if the Chair's ruling is overturned would the Chair state the motion and relinquish the chair.

The key rule in this matter is found in RONR (12th ed.) 47:10.

"Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly's consideration of that motion, just as he would in a case where he wishes to take part in debate (see also 43:29–30). The chair, however, should not hesitate to put the question on a motion to elect officers or appoint delegates or a committee even if he is included." RONR (12th ed.) 47:10

So far as I can tell, the reasoning behind this is that the perception of impartiality for the chair is undermined in such cases, just as it would be when the chair participates in debate, and that the best interests of the assembly are therefore better served if someone else presides. It seems to me that this same logic applies just as strongly - if not more so - in a case where the chair believes the motion is out of order. If the chair rules the motion to remove him out of order, members may well feel (rightly or wrongly) that the chair's ruling is based upon the fact that he does not wish to be removed, rather than on the chair's honest judgment of the rules.

Also, as a more technical matter, the rule says "Whenever a motion is made," not "Whenever a motion is made and stated by the chair." This also suggests to me the rule is applicable even if the chair believes the motion is not in order.

Edited January 15, 2024 at 06:03 PM by Josh Martin

[Atul Kapur]

I understand the need for impartiality during consideration of the motion, but do not agree that it applies to the ruling of whether the motion is in order. This is partially due to the fact that the ruling can be appealed.

Speaking to the technical matter, I respectfully suggest you have missed the relevant part of the citation (bolded):

On 1/15/2024 at 1:02 PM, Josh Martin said:

"Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly's consideration of that motion..." 47:10

so not just upon the making of the motion but during its consideration, which is (for other readers who may not be as familiar) the fourth of the six steps in §4 and does not begin until after the motion has been moved, seconded, and stated by the chair, as stated in §4, particularly 4:25ff

This is also consistent with the timing in 62:11n4 regarding a motion to remove a temporary chair (emphases added): 

"Once such a motion is made and seconded, the chair must state it, and then, since it
refers to the presiding officer in a capacity not shared in common with other members,
the chair must be turned over to the secretary or secretary pro tem. The new
occupant of the chair then presides during consideration of the motion..."

Pragmatically, requiring the chair to relinquish simply upon the making of the motion leaves the meeting vulnerable to much mischief, as your suggested process would be very disruptive, even if it wasn't purposefully being used for dilatory purposes.

Edited January 15, 2024 at 10:50 PM by Atul Kapur
adjusted wording in paragraph with strikeout indicated to make it more accurate

[Anthony]

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?

[Josh Martin]

On 1/18/2024 at 8:38 AM, Anthony said:

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? 

No.

On 1/18/2024 at 8:38 AM, Anthony said:

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. 

If it is desired to permit officers to be removed by the board upon adoption of a motion to do so, and under the rules specified in RONR for such motions, I would suggest replacing the existing wording in the bylaws with the following language:

"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 or until their successors are elected."

On 1/18/2024 at 8:38 AM, Anthony said:

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.

It appears to me the effect of these amendments, assuming the bylaws are otherwise silent on these subjects, would be that:

• The board could vote to remove a board member notwithstanding the recommendation of the Membership Committee.
• The bylaws would be silent concerning appointment of committees and, therefore, it would be at the board's discretion how committees are to be appointed.

Whether the board wishes to do these things is up to the board. Assuming what is described above accurately summarizes the board's intent, the proposed wording of the amendments seems appropriate.

Edited January 18, 2024 at 02:47 PM by Josh Martin

[Joshua Katz]

On 1/18/2024 at 9:46 AM, Josh Martin said:

No.

On 1/18/2024 at 9:38 AM, Anthony said:

For my own edification: is a roll-call vote requirement not in the nature of a rule of order?

[Josh Martin]

On 1/18/2024 at 8:48 AM, Joshua Katz said:

For my own edification: is a roll-call vote requirement not in the nature of a rule of order?

A roll call vote requirement is undoubtedly in the nature of a rule of order. In my view, however, a rule requiring a roll call vote is one protecting absentees, since the purpose of such a rule is to place members on record with an interested constituency. The rule protects that interested constituency. To permit the rule to be suspended would, in my view, defeat the purpose.

To the extent such a rule could be suspended, it would require a 2/3 vote to do so.

[Joshua Katz]

On 1/18/2024 at 10:04 AM, Josh Martin said:

In my view, however, a rule requiring a roll call vote is one protecting absentees, since the purpose of such a rule is to place members on record with an interested constituency. The rule protects that interested constituency.

I agree that the rule protects that interested constituency, to the extent there is one - and the adoption of the rule is a way of taking the view that there is one. In your view, does it matter if that interested constituency does not consist of members? I've always thought of a rule protecting absentees as one protecting members of the body who are not present.

[Josh Martin]

On 1/18/2024 at 9:45 AM, Joshua Katz said:

I agree that the rule protects that interested constituency, to the extent there is one - and the adoption of the rule is a way of taking the view that there is one. In your view, does it matter if that interested constituency does not consist of members? I've always thought of a rule protecting absentees as one protecting members of the body who are not present.

I would assume the interested constituency does not consist of members.

While the rules in RONR on the subject of rights are primarily written with the rights of members of that assembly in mind, it seems to me an organization can adopt rules in its bylaws granting rights to persons who are not members of the assembly. Further, I am inclined to think that such rules cannot be suspended (because the persons protected do not consent to the suspension), unless the bylaws so provide.

Another example which comes to mind is rules providing that notice of board meetings must be given to members of an organization, and that members of the organization have a right to attend board meetings (perhaps with certain exceptions). I do not think such a rule could be suspended, even although the rule does not protect board members.

[Anthony]

On 1/18/2024 at 10:04 AM, Josh Martin said:

A roll call vote requirement is undoubtedly in the nature of a rule of order. In my view, however, a rule requiring a roll call vote is one protecting absentees, since the purpose of such a rule is to place members on record with an interested constituency. The rule protects that interested constituency. To permit the rule to be suspended would, in my view, defeat the purpose.

To the extent such a rule could be suspended, it would require a 2/3 vote to do so.

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

[Anthony]

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