How to remove Chair

[Dan Honemann]

On 1/18/2024 at 1:18 PM, Anthony said:

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

Is this board the executive board of a larger organization?

[Gary Novosielski]

On 1/18/2024 at 1:18 PM, Anthony said:

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

No.  I agree with @Josh Martin that this rule cannot be suspended, but if it could be, then as usual the motion to Suspend the Rules would require a two-thirds vote.

Since the requirement for a roll-call vote is in the bylaws, and since it protects the rights of non-attendees (who cannot consent) to know the way each person voted, holding a secret ballot would eliminate that protection.  Such rules cannot be suspended even by a unanimous vote.

Although I believe this to be the case, I would be more comfortable if RONR said so explicitly.  Although it does say that a rule requiring a ballot vote cannot be suspended even by unanimous vote, it does not explicitly say that this applies equally to other voting methods.  I think, with respect to roll-call votes in particular, it should.  Just as a bylaws provision for a ballot vote is presumed to be placed there for an important reason, a provision mandating a roll-call vote seems, to me, to deserve equal protection.

[Josh Martin]

On 1/18/2024 at 12:18 PM, Anthony said:

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

In my opinion, no, a rule requiring a roll call vote cannot be suspended.

On 1/18/2024 at 12:37 PM, Dan Honemann said:

Is this board the executive board of a larger organization?

My understanding from previous threads by the OP is that this is the Executive Board of a local unit of a political party.

[Dan Honemann]

On 1/18/2024 at 2:43 PM, Josh Martin said:

My understanding from previous threads by the OP is that this is the Executive Board of a local unit of a political party.

I'm still not clear as to whether or not this board is in any way accountable to any organization or how its members are elected. Apparently it adopts its own bylaws. 

[Josh Martin]

On 1/18/2024 at 2:21 PM, Dan Honemann said:

I'm still not clear as to whether or not this board is in any way accountable to any organization or how its members are elected. Apparently it adopts its own bylaws. 

The bulk of the board members, as I understand it, are elected by a convention of delegates, and a number of other persons have ex-officio status by virtue of holding (or seeking) public elected office. The board may also confer honorary membership "upon a private citizen whose distinction in service to the Party, community, or country merited such status."

On 1/8/2024 at 10:26 AM, Anthony said:

Section 1 Membership

The Board shall consist of Regular Members, Nominee Members and Honorary Members.

Section 2 Regular Members

Regular members of the Board shall be those persons elected as members of the Board by duly elected precinct delegates at the first convention following the November election.

a.) Eligibility: Any person seeking election as a regular member shall complete an application to the board prior to his/her name being place into consideration

b).  Rights and Privileges: Regular members shall have the right to vote on all matters that come before the Board, except as otherwise provided in these bylaws.

c). Vacancy: Should a vacancy occur in the position of a regular member of the Board, the remaining members entitled to vote thereon may fill that vacancy by a simple majority vote at any subsequent regular meeting of the Board so long as a quorum is present and advance notice of such intent is provided by the Chair of the Board.

Section 3: Nominee Members

Nominee members of the Board shall be those persons most recently nominated by the Party and state legislative office at the preceding primary election. Nominee Members shall have the right to vote on all matters that come before the Board and shall be sent notice of meetings in the same manner as the Board. Elected officials who reside in the County shall automatically be "Honorary Members" of the Board. Additionally, the Board may, from time to time, vote to confer Honorary Member status upon a private citizen whose distinction in service to the Party, community, or country merited such status. The Board may revoke honorary memberships by a majority vote at any regular meeting where a quorum is present. The Board may also confer a special "Emeritus Member: distinction for honorary members with particular longevity of service. 

[Dan Honemann]

On 1/18/2024 at 3:37 PM, Josh Martin said:

The bulk of the board members, as I understand it, are elected by a convention of delegates, and a number of other persons have ex-officio status by virtue of holding (or seeking) public elected office. The board may also confer honorary membership "upon a private citizen whose distinction in service to the Party, community, or country merited such status."

Well, it seems clear that this board is responsible to a constituency, but am I right in my impression that it adopts its own bylaws and thus has imposed upon itself this requirement of a roll-call vote?  Am I right in my impression that this requirement of a roll-call vote is not imposed upon it by any higher authority?

[Dan Honemann]

I'm about to be called away, so I'll say now that, if my impressions set forth above are correct, I think this requirement of a roll-call vote may be suspended by a two-thirds vote.  I do not think that the provisions of 25:10 are applicable.  

[Anthony]

On 1/18/2024 at 2:43 PM, Josh Martin said:

In my opinion, no, a rule requiring a roll call vote cannot be suspended.

My understanding from previous threads by the OP is that this is the Executive Board of a local unit of a political party.

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

[Anthony]

On 1/18/2024 at 4:04 PM, Dan Honemann said:

Well, it seems clear that this board is responsible to a constituency, but am I right in my impression that it adopts its own bylaws and thus has imposed upon itself this requirement of a roll-call vote?  Am I right in my impression that this requirement of a roll-call vote is not imposed upon it by any higher authority?

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

[Dan Honemann]

On 1/19/2024 at 7:52 PM, Anthony said:

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

Under these circumstances, I think this requirement of a roll-call vote may be suspended by a two-thirds vote.  I do not think that the provisions of 25:10 are applicable.  

[Anthony]

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

[Gary Novosielski]

On 1/19/2024 at 9:52 PM, Anthony said:

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

No.  Amending a rule permanently is not the same as suspending it occasionally.  If you want to amend the bylaws to eliminate roll-call votes, then you do that once, and you're done.  

But to suspend the rule that requires a roll-call vote on certain occasions, to allow a ballot vote, you would say:

• I move to Suspend the Rules and take the vote on this question by ballot.

This would require a second, and would not be debatable.  It requires a two-thirds vote for passage, and if it succeeds, then for that question a ballot vote will be used.

If there was no rule in your bylaws requiring a roll-call vote, it would be simpler; you would only need to say:

• I move that the vote on this question be taken by ballot.

This would only need a majority vote, since no rules are being suspended.

 

Edited January 20, 2024 at 04:21 AM by Gary Novosielski

[Anthony]

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?

On 1/18/2024 at 9:38 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:  "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

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.

 

[Josh Martin]

On 1/20/2024 at 6:15 PM, Anthony said:

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?

You stated earlier that your bylaws provide the following concerning their amendment.

"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."

So yes, it would appear that the procedure is that:

• Notice of the proposed amendment is given by mail or email, at least seven days in advance, to all board members.
• Following proper notice, a board member moves the proposed amendment, and another board member would second it.
• After debate and amendment (although any amendment must be within the scope of notice), the board votes on the amendment.

[Anthony]

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?

 

[Josh Martin]

On 1/22/2024 at 11:22 AM, Anthony said:

What process can we use to nullify this Chair's actions?

• Have the persons still holding these positions show up to a meeting.
• Presumably, at some point the chair will make a ruling to the effect that these persons are not members. (Perhaps, for instance, when they try to vote.)
• Appeal from the decision of the chair.
• On appeal, overturn the chair's ruling.

[Anthony]

On 1/22/2024 at 12:35 PM, Josh Martin said:

• Have the persons still holding these positions show up to a meeting.
• Presumably, at some point the chair will make a ruling to the effect that these persons are not members. (Perhaps, for instance, when they try to vote.)
• Appeal from the decision of the chair.
• On appeal, overturn the chair's ruling.

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?

[Josh Martin]

On 1/22/2024 at 6:25 PM, Anthony said:

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?

Makes sense to me.

You can’t interrupt a vote, however, so you’d raise the Point of Order immediately after the vote is completed.

On 1/22/2024 at 6:25 PM, Anthony said:

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?

In more detail, the process would look something like this:

Member A: Point of Order!

Chair: State your point.

Member A: The names of [names of members] were not called. These individuals are still members, as their resignations were withdrawn prior to their acceptance. [You might also add “And only the board can accept the resignations, which did not happen.]

Chair: The point is not well taken because [presumably, something similar to the reasoning he has already given].

Member A: I appeal from the decision of the chair.

Member B: Second!

Chair: The decision of the chair is appealed from. (Repeats ruling, adds anything further on his reasoning)

(Debate proceeds on the appeal - members may speak once. After all members have spoken who wish to, the chair speaks last.)

Chair: The question is whether the decision of the chair shall be sustained. 

(The chair proceeds to take the vote. Those who agree with the chair’s ruling vote yes, those who disagree vote no. A majority vote in the negative is required to overturn the chair’s ruling.)

In practice, I don’t imagine this will go so smoothly with this chair, so I’d be sure to read the sections in RONR on Point of Order and Appeal, and Section 62 for backup plans of the chair is difficult.

[Joshua Katz]

On 1/23/2024 at 8:20 AM, Josh Martin said:

You can’t interrupt a vote, however, so you’d raise the Point of Order immediately after the vote is completed.

On 1/22/2024 at 7:25 PM, Anthony said:

Do I take you to mean that points of order relating to the conduct of the vote are themselves out of order during a vote? That seems unworkable.

[Josh Martin]

On 1/23/2024 at 8:23 AM, Joshua Katz said:

Do I take you to mean that points of order relating to the conduct of the vote are themselves out of order during a vote? That seems unworkable.

“When a vote is being taken, no interruption is permitted from the time that any member has actually voted until all have presumably voted, unless as sometimes occurs in ballot voting, other business is being transacted during voting. For points of order regarding the conduct of a vote, see below (45:9).” RONR (12th ed.) 45:6

“After the result of a vote has been announced, members can still propose or demand certain actions that may change the result. A member may raise a point of order regarding the conduct of the vote, demand a division of the assembly, move to retake the vote under another method, move for a recapitulation of a roll-call vote, or request unanimous consent to change his vote. With the exception of a point of order raised against a breach of a continuing nature (23:6–9), if any of these actions is to apply to a vote after the result has been announced, it must be taken immediately after the chair’s announcement, before any debate or business has intervened. For example, it is too late to take these actions after any member has been recognized and begun to speak in debate or to give a report or presentation, or after the chair has stated the question on a subsequently made motion, or after the chair has begun to take the vote and any member has voted on another motion that was pending. For the time limits on ordering that a counted rising vote, a ballot, or a roll-call vote be recounted, see the last sentence of 45:15; 45:41; and 45:54. See also Contesting the Announced Result of an Election, 46:48–50.“ RONR (12th ed.) 45:9

Edited January 23, 2024 at 05:42 PM by Josh Martin

[Shmuel Gerber]

Please stop trying to post messages with external links. Thank you. 

[Anthony]

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

[Josh Martin]

On 1/23/2024 at 8:40 PM, Anthony said:

What can we do if they simply will not follow the rules? 

See RONR (12th ed.) 62:2-15, “Remedies for Abuse of Authority by the Chair in a Meeting.”

[Anthony]

Anyone know of a Parliamentarian/Lawyer I could hire?

[Josh Martin]

On 1/24/2024 at 11:43 AM, Anthony said:

Anyone know of a Parliamentarian/Lawyer I could hire?

The National Association of Parliamentarians and American Institute of Parliamentarians provide referral services to assist in finding a parliamentarian.

I have no advice on where to look for hiring an attorney.