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Someoneasked:
on April 20, 2025 6:51 pm
Our organization has been deeply divided by an issue that will be voted on soon. These questions are not addressed in our bylaws or standing rules:
1 - How and when in the meeting do we request a vote by ballot?
2 - If the person conducting the meeting (the president) wears a piece of jewelry that represents one side of the issue, can he/she be required to either remove it before the motion is on the table or to step down as moderator of that motion since he/she is required to show non-bias?
Kirby Glad, PRPreplied:
on April 20, 2025 7:06 pm
1. A motion on the form of voting is an incidental motion that can be made any time before the voting begins. "I move that the vote on this motion be taken by ballot". This motion requires a majority vote to adopt.
2. The chair should maintain a position of impartiality, and can vacate the chair while the motion is pending if the chair wishes to participate in the deliberations. The assembly can temporarily remove the chair of the meeting, even if the bylaws say something like "The President shall be the chair of the meetings". This is a motion to "Suspend the rules that prevent the assembly from electing a chair pro tem for the remainder of the meeting". However this requires a 2/3 vote, and maybe if you have a 2/3 vote for that you could already get your way on the motion that concerns you. It depends on how much of a stickler your members are about impartiality.
You did not ask this but I should point out that someone can make a Point Of Order that the chair is not maintaining a position of impartiality and kindly request that the chair voluntarily vacate the chair for the deliberation of the motion.
Someoneasked:
on April 8, 2025 7:05 pm
I have a question about presidential succession.
Under our bylaws, elections are held in March and the new Board takes office after the annual meeting in June. So there is a 2 month gap between the election and assuming office, which is usually used for training, etc.
Susan is our president. Nancy is the president-elect. Mary has just been elected president-elect. Which means Mary would become President-elect in June, when Nancy became President.
Nancy has resigned effective immediately as President-elect with 2 months left in her 12 month term.
Our bylaws state : Director dies, resigns or is removed, they shall hold office until the expiration of their term and until their successor is elected and qualifies, whichever is later .
If Mary is appointed by the Board to fill the remainder of Nancy’s term will Mary then become President in June, the way Nancy would have if she had not resigned? Or does Susan do an extra year as president until Mary has finished a full year as president-elect?
And, btw- what does it mean to be “qualified”?
Kirby Glad, PRPreplied:
on April 19, 2025 12:37 am
"Qualified" in this case doesn't mean much. We assume the person meets the necessary qualifications before becoming elected.
Also this doesn't make sense - are you sure this is a correct quote? "Director dies, resigns or is removed, they shall hold office until the expiration of their term and until their successor is elected and qualifies, whichever is later." If a person dies they shall hold office until the expiration of the their term? I hope you left something out.
Given the examples above, your bylaws are a mess. But the general rule would be the filling a vacancy in whatever office does not change the outcome of the election. If someone is elected as "President-Elect Elect" (in other words the person who is on track to become the president in the following year) but the term has not started, even if that person is appointed to fill a remaining term of the President, that person will take the office of President-Elect at the appropriate time.
Someoneasked:
on March 29, 2025 3:47 am
If a meeting starts with a quorum, does the quorum requirement remain in effect for the duration of the meeting even when members leave to the extent that there is no longer a quorum??
Kirby Glad, PRPreplied:
on April 19, 2025 12:27 am
Unless modified by your bylaws, a quorum must be present to act in the name of the organization. If people leave until you are below the quorum requirement you would then come under the same rules as if the quorum was not present at start the meeting. The rule is that the chair has a duty to observe if a quorum is lost (due to people leaving the meeting), and any person can raise a point of order that a quorum is not present which could trigger a count or other means to determine if a quorum is present.
Any business conducted before the quorum is lost still stands, unless it can be absolutely proved exactly when the loss of quorum occurred. This generally is not possible. Usually someone will say "Point of order, I do not see a quorum here" and the chair will count or whatever and say "The point is well taken. There is not a quorum present. Are there any announcements before we adjourn". Or along these lines.
Someoneasked:
on November 11, 2024 3:07 am
Regarding the November 8th answer (Thank You again for your response), couldn't the bylaw be read, in accordance with 'strict construction':
"Any member can be removed by 'who'?"
'who' is 'the County Committee'. Meaning the entire 'County Committee'.
I'm not saying it has to be interpreted that way, but couldn't it be interpreted that way?
I'm examining the entire set of bylaws, and it appears that interpreting it as the 'entire County Committee' may be appropriate. Of course, you don't have the rest of the bylaws to be able to judge it. But my question now is, is it 'possible' to interpret the bylaw to mean the 'entire' County Committee?
Thanks again for your time and trouble.
Kirby Glad, PRPreplied:
on November 28, 2024 12:13 pm
No, it cannot be read that way. By strict construction it means that any member can be removed by an act of the County Committee. The County Committee acts by a majority of those present and voting at a proper meeting of the County Committee.
RONR (12th ed) 1:7 specifically states that this is the standard vote requires for any action, and any vote that requires more than that must be specifically laid out in the bylaws. Such additional requirements might include advance notice, 2/3 vote (or higher), of a majority of the entire membership (or higher).
Someoneasked:
on November 9, 2024 1:54 am
Regarding the question posed on October 25, 2024 (and Thank You Very Much for responding), I do want to point out what I may not have emphasized enough. Each member of this Political Organization was elected, by thousands of citizens, to represent their particular district.
Additionally, being a Political Organization, it may 'appear' that the County Committee would be disenfranchising voters of their right to select their representatives by removing that member (representative).
Now with the above emphasis, would it not be appropriate to interpret the bylaw in favor of 'higher bar' to remove a member?
"Any Member may be removed by a two-thirds vote of the County Committee at any meeting."
Kirby Glad, PRPreplied:
on November 9, 2024 10:23 pm
The fact that delegates (or members) are elected by some number of people has no impact on the interpretation of the bylaws. "Disenfranchise voters" means to deny them the opportunity to vote, and they have already voted. The principle of representation does not protect the elected members. It is the bylaws which rule the situation, not the electorate. I presume there is a method of replacing a removed member so the electorate can continue to be represented, but even if not, that has no affect on interpreting the bylaws regarding removal.
Interpretation of bylaws is based on strict construction of the actual language - intent doesn't matter. There is no other factor that would bring about an interpretation other than “Any Member may be removed by a two-thirds vote of the County Committee at any meeting.” - unless your bylaws specifically provide such an exception.
Someoneasked:
on October 31, 2024 4:10 pm
Due to a technical problem with meeting proxies, the assembly moved to schedule a special meeting to conduct elections and conduct no other business. A slate of candidates was presented prior to the motion.1) Since it states, "No other business", can nominations from the floor be permitted. 2) If a candidate withdraws his/her nomination does this then permit nominations from the floor? 3) If the slate is reduced to one candidate, will this create a need to reject the slate and start the process of calling for candidates?
Thank You for your time in responding.
Kirby Glad, PRPreplied:
on November 1, 2024 4:11 pm
This depends on whether the new meeting was set as a new meeting or as a continuation of the previous meeting (by using the motion to Set the Time To Which To Adjourn). If it is a continuation meeting then you just pick up exactly where you left off, and whatever you were going to do at the first meeting you can do at the continuation meeting.
If it was set as a "special meeting" with business of completing an election, then any activities allowed by your bylaws for an election would be included, so if your rules allow for nominations from the floor at the meeting, you can do that. If nominations were already closed at the first meeting then it would still be possible to make a motion to reopen nominations. The process of nominations, candidates speeches (if that is your process), motions about voting, and so forth would all be permitted under the topic of "elections".
Someoneasked:
on October 25, 2024 7:00 pm
Our Political Party County Central Committee is made up of five Assembly districts. Each district elects six party members who reside in the district to represent the party member of that district. Therefore there would be thirty (30) Elected Members to the County Central Committee. Additionally there are thirteen (13) members who have been qualified to run for partisan office in the November General Election. They are classified as 'ExOfficio' and have voting rights like the Elected Members. The total membership of the County Central Committee (Committee) therefore is forty-three members.
We have a bylaw, to be used on rare occassions, to remove an elected member from the Committee for a serious infraction. It reads:
"Any Member may be removed by a two-thirds vote of the County Committee at any meeting."
The question is whether it requires a 2/3rds vote of the entire membership (43 members) or is it just 2/3rds of the members present (and quorum is satisfied)?
Kirby Glad, PRPreplied:
on October 26, 2024 11:13 pm
When a body makes a decision it can generally only do so at a meeting with a quorum. The default vote is always a majority. So if a bylaw says that such and such can be done by the assembly, or by a vote of the assembly it always means a majority vote at a meeting with a quorum. If ever the "majority of the membership" is required, or some other percent of the membership is required, that must be specifically stated in the bylaw. So "2/3 of a vote of the County Committee" just means two thirds of those at the meeting. "At any meeting" is superfluous, unless your bylaws allow for actions to be taken without a meeting.
Someoneasked:
on October 18, 2024 4:12 am
A public, unit of government, governing board has a board policy requiring bidders on construction projects costing more than $50,000 to meet certain state worker training certifications. This is specified in the board’s purchasing policy (responsible bidder ordinance). A construction project goes out for bid and the low bidder does not meet the training requirement, so as such would not normally be considered a responsible bidder. However that bid and bidder is advanced to the board for a vote. Certain board members motion "to suspend the rules” to allow the vote to proceed, suspending board policy in this regard, despite the bid not meeting board policy. As I understand the motion "to suspend the rules” this motion, if made, would be out order as the motion to suspend rules applies to parliamentary rules and or possibly standing rules, not bylaws, constitution and or other policies not related rules of order or meeting management. Specifically, would a motion to suspend rules to temporarily amend board policy and an ordinance be a proper motion?
Kirby Glad, PRPreplied:
on October 18, 2024 6:04 am
Great question. The motion to suspend the rules only applies, as you suspect, to parliamentary rules. It cannot be used to suspend policies, bylaws (with rare exceptions), ordinances, or laws.
Such a motion would be out of order. Any contract action taken that contravenes the governing documents could expose the government unit to litigation.
Someoneasked:
on October 10, 2024 3:02 pm
HOA bylaws state that the annual meeting of the members shall be held on such and such a date and time. In 2024 and 2025, the stated date falls on a religious holiday. Can the date be changed without a bylaws amendment?
"An Annual Meeting of the Association shall be held on the first Wednesday in October at 7:30p.m. at the Clubhouse in XXXX, XXXX County, Maryland or at a location designated by the Board of Directors. The membership shall be notified by mail. No quorum is required at the Annual Meeting."
Kirby Glad, PRPreplied:
on October 10, 2024 11:33 pm
No you can't change the meeting without changing the bylaws, because that section in the bylaws serves as notice of the meeting. However if your bylaws provide for Special Meetings you can follow that process to call a meeting on a different day, such as before the religious holiday. At that meeting you can modify the bylaw to make it more flexible, such as by adding "or on the following Thursday if the first Wednesday is a legal holiday or Rash Hashana" (or name whatever religious holiday that would not already be a legal holiday)
Someoneasked:
on September 9, 2024 7:56 pm
An agenda question: What falls under "unfinished business"? Our board has 3 meetings a month; two worksessions and one business meeting. If a subject was discussed in a worksession, is it considered unfinished business for the business meeting? Or is unfinished business only items that are carried forward from a previous business meeting?
Kirby Glad, PRPreplied:
on October 10, 2024 11:29 pm
Unfinished business only includes motions that were made at a previous meeting but were postponed until another meeting, or motions to reconsider a vote at the previous meeting. Just discussing something does not qualify it as "unfinished business". It is a good practice to get to a motion as soon as practical in the discussion of any topic. This helps to focus the discussion and reduce the length of the meeting.
Answers So Far..