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Someoneasked:
on September 17, 2023 5:44 pm
Our nonprofit organization is failing to achieve 30% quorum, as written in our Bylaws, to hold monthly membership meetings. It is also written in our Bylaws that a Bylaws change can only be made with a 2/3 membership vote (i.e. if someone wants to lower the quorum percentage for the future). We also have Robert's Rules of Order Newly Revised written into the Bylaws as the authority on all parliamentary procedures written into the Bylaws. How can we change the Bylaws if we can't get 30% of the members to show for the meetings? And, is it not advisable to make a quorum number lower than 30%? We could probably achieve 30% quorum with electronic meetings, but that is also not currently written into the Bylaws as RONR indicates it should be before proceeding with electronic meetings.
Kirby Glad, PRPreplied:
on September 22, 2023 2:39 am
Yes this is a big chicken and egg problem. You raise several points.
First, where are you hearing that it is not advisable to have a quorum number less that 30%? Robert's says only the quorum should be set at a number that can be reasonably expected to attend under normal conditions. That might be 100 people or 10 people.
Second, you need to make a herculean effort to get enough of a quorum to make some important bylaws changes - especially the one to allow electronic meetings. Most organizations that I have seen move to electronic meetings have no more quorum problems. If you need to mail and call and beg and cajole to be people to the meeting, then do that. If you absolutely can't get a quorum together, maybe you have something in your bylaws about voting by mail. If you can get 2/3 of your members to vote by mail, that might be the best you can do. If you can't do those, then go ahead and have your electronic meeting and get at least a majority of the members to attend. Then bring your bylaws amendments to a vote.
It is important to follow the bylaws, but it is even more important to keep your organization alive in a way that has the support of the highest number of members possible. If you can never get a quorum, then you are on the path to extinction.
Someoneasked:
on September 15, 2023 4:43 pm
What can be done if an organization’s bylaws do not specifically address a date when annual dues are required to be paid? The bylaws do address when the start of the fiscal year (FY) is (1 July), and it addresses when to remit dues in order to retain voting rights for the two semi annual body meetings. Invoices are sent out 1 May which state to remit dues before 1 July, but it is not stated in the bylaws. There are no late fees assessed and the members who pay by 1 July are questioning why they have to pay earlier than the date specified to retain voting rights if there are no penalties? Does an actual date need to be placed in the bylaws or is the verbiage in the invoice email enough?
Kirby Glad, PRPreplied:
on September 22, 2023 2:24 am
This really depends on your bylaws. Even if there is no due date set in the bylaws, is the a board that is given authority to make policies? Do the bylaws require members to be "current" in order to vote? Some of these policies could be established by adopting a standing rule. If you want to email your constitution and bylaws to kirby@parliamentarian.com I can give a specific answer.
Someoneasked:
on August 29, 2023 12:08 am
Is it permissible for a non-profit organization's standing committee and ad-hoc committee to assess and conduct interviews with potential members prior to their inclusion in the committee? We are mindful of the need to ensure the integrity of our two committees, which must maintain a secure and conducive environment for their effective operation: the DEI Committee and the Queer-related ad-hoc committee.
Kirby Glad, PRPreplied:
on September 1, 2023 6:14 am
The bylaws should provide for the method of selecting committee standing committee members. The committee does not have the authority to do anything more that what is provided in the bylaws.
The method of creating ad-hoc committees, as described in Robert's Rules, if by a motion from the governing body. Sometimes bylaws will provide for the president to appoint committees. By whatever means of appointment ad-hoc committee members, the committee does not have any authority to exceed the requirements or rules provided by the appointing authority.
Someoneasked:
on August 15, 2023 12:00 am
Is the Chair and all of the church council required to publicly support a passed motion, even if one personally voted against it? I realize this is good practice, but is it part of Parliamentary procedure?
Kirby Glad, PRPreplied:
on August 15, 2023 4:56 pm
This is a question about politics and leadership, not parliamentary procedure. There is no parliamentary rules that governs the behavior of leaders and members outside of a meeting.
However the chair and leaders generally have a duty to carry out the directives of the governing body, and failure to do so might be grounds for removal from office for non-feasance. The chair does not have the right to "veto" the decisions of the body by refusing to carry it out.
From a leadership perspective, the general principle of parliamentary law, and of democracy for that matter, is that every member has the right to try and have the body adopt his or her point of view, but once the decision is made by majority vote, we work together to achieve that agreed upon objective. Leaders who seek to substitute their own will in place of the will of the majority might not be suitable leaders.
Someoneasked:
on August 9, 2023 4:39 pm
Trying to figure out if a club can hold a recall election on officers or at the very least can someone recant a resignation if the board hasn't accepted it but President has. This topic is not address in By Laws but states RRO has precident over things not covered in the bylaws?
Kirby Glad, PRPreplied:
on August 10, 2023 2:23 am
You have a couple of questions here. First, you have stated that the bylaws do not address removal of an officer, and replacement of an officer so removed. So I can answer based on Robert's Rules 12th edition.
Officers can be removed with on of two different grounds depending on the term of office. If the bylaws say the term of office is a certain number of years, or a certain month, or if the term is given as "x years AND until the successors are elected" then you can only remove the officer for cause, following a fair hearing (as laid out in Robert's Rules) and by a 2/3 vote. However if the term of office is given as "x years OR until the successors are elected" then you can elect a new officer any time without any cause or justification. Anyone can simply make a motion to open nominations for the office in question. Unless the bylaws have a method of filling a vacancy, you would simply proceed to a new election, by majority vote. Generally, whatever body elected the officer in the first place is also the one that can replace the officer.
Regarding the resignation, this is technically a "motion to be excused from a duty" and it mast be accepted by a majority vote of the board. The president does not have the authority to "accept" the resignation. The person can write another letter withdrawing the request. Until the request is approved by the board the person is still in the position, so there is no need to "reinstate" them. Which is good because there is no provisions for "reinstatement" in Robert's Rules.
This is a bit of a complicated issue and it is best if I review your bylaws and give you an specific answer. I will do that without fee if you email your bylaws to kirby@parliamentarian.com
Someoneasked:
on July 22, 2023 11:01 am
I am a member of a board that follows Robert’s Rules, but not strictly. Our votes are generally unanimous, due mostly to non-controversial motions. Our votes are voice votes, with the chair calling for ayes and nays. Occasionally, not at all frequently, a member will abstain, most often because he/she has a financial interest in the outcome, or voting might give the appearance of conflict of interest. Since the chair does not call for abstentions along with the ayes and nays, the fact that a member does not vote goes unnoticed and not noted.
Questions have arisen about when/if/ how to recognize the non-votes in the record of the meeting.
Since the business is highly regulated and the minutes of the meetings are reviewed by auditors/examiners we are wondering about recognizing the abstentions, both at the time of the vote and in the record of the meeting.
Is a roll call vote the only solution?
Kirby Glad, PRPreplied:
on July 22, 2023 3:48 pm
Calling for abstentions is out of order. As you point out, abstentions can be recorded in a roll call vote.
To avoid the time required for a roll call vote, the member so affected can simply move "I ask unanimous consent the minutes will reflect that I abstained from the vote due to a conflict of interest". Unless there is an objection, the secretary would make that entry on the minutes. (In an unlikely event of an objection the same motion could be passed by a majority vote).
Someoneasked:
on June 19, 2023 5:23 pm
With a City's Chamber of Commerce, if the Chair is absent, the Vice Chair is absent, and the immediate past chair is absent: "which Exec Comm member chairs the Board Meeting"?
Kirby Glad, PRPreplied:
on June 23, 2023 6:25 pm
The secretary, or any person in the absence of the secretary, would hold an election for a chair pro tem (temporary chair). The election can be done by voice vote. The person so elected has full authority to chair the meeting, but does not fill the organizational role of "president" or "chair". The person would be chair of the meeting only, which would expire at the end of the meeting.
Example: Announce "the chair, vice chair, and past chair are all absent so it is in order that we elect a chair pro tem to chair the meeting. Nominations are now open for chair pro tem".
Someoneasked:
on June 15, 2023 12:38 am
Can you table a resignation letter
Kirby Glad, PRPreplied:
on June 23, 2023 6:27 pm
A resignation is technically the motion “Request to be excused from a duty”. Like any motion it can be postponed definitely or laid on the table. Why would you do that? Maybe to give some time to talk the person into staying, or some political purpose. Once the resignation is accepted the office is vacant and there may be bylaws that come into play regarding filling the vacancy. Before the resignation is accepted the person continues to hold the office, formally.
Based on the way you use the term “tabled” you might benefit from my brief podcast that explains the various ways of delaying an agenda item. You can find it here: https://anchor.fm/parliamentarian . Many organizations use the word “table” incorrectly.
Someoneasked:
on May 11, 2023 3:24 pm
If during an official meeting of a public body, a member of a public body steps down from the dais, excuses themself from the meeting, leaves the room and then returns as a member of the public to address the public body, is this a violation of the rules? The public body is a public school district governing board.
Kirby Glad, PRPreplied:
on May 11, 2023 3:46 pm
I can't think of the advantage to a board member of doing that - a member of the public is only a guest at a board meeting with no right to participate. So I'm not sure why a member of the board, with full rights of participation (make motions, debate, vote), would give up all those rights to become a mere guest at the meeting.
Possibly the board member wanted to reduce the number of members present below the quorum requirement to prevent the board from acting.
Foolish or not, I cannot think of any rule against doing it.
Someoneasked:
on May 9, 2023 8:11 am
Our organization is reviewing it's procedures for member discipline. In Robert's Rules, 63:22 states that if a committee is appointed to hear a trial, "it must be composed of persons different from those on the preliminary investigating committee." I am curious what the logic is behind this requirement; it would seem the investigating committee could be a subset of the trial committee, as they would be familiar with the charges and the case. Alternatively, would it be appropriate for members of the preliminary investigation committee to serve as "managers" referred to in e.g. 63:30?
Kirby Glad, PRPreplied:
on May 9, 2023 3:23 pm
Under Robert's Rules the hearing is before the entire body, but IF there is a committee appointed to do the hearing, per the rule you cited, the reason it should be different from the investigating committee is so the people doing the hearing do not have a predetermined outcome in mind - they can be objective in receiving the report and evidence from the investigators and also from the defense.
Yes, the manager is often someone from the investigation committee.
Some organizations have a designated investigation committee defined in their bylaws, and some have the hearing group defined in their bylaws, but none of this is necessary under Robert's Rules. My experience is that organizations that have a designated "complaint" or "ethics" or "hearings" committee have a lot more disciplinary problems than organizations that don't.
Answers So Far..