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Answers So Far..

  • Someone asked:
    Is it appropriate for the CEO to step in if the CFO has tendered their resignation?
    • Kirby Glad, PRP replied:
      This depends on the bylaws, but probably so. You can't just stop paying your bills because you don't have a treasurer, right?
  • Someone asked:
    I have observed two meetings that I think bent the rules on what is "old business." In the first, an employee's contract was requested to be put on the agenda after publication. After it was voted down, it was brought up under old business because, the chairman reasoned, "it's old business." In the second instance, "old business" was on the agenda, but the chairman (another one, not the first) had prepared bullet points to discuss a topic not on the agenda. He said it was OK, because the first chairman had done it with the employee's contract. Any guidance is much appreciated.
    • Kirby Glad, PRP replied:
      Great question. The correct term is "unfinished business" which refers to a motion made at a previous meeting that was not completed - it have nothing to do with the "age" of the topic. This would consist of motions made at a previous meeting that were postponed to this meeting (by a vote). Unless you are a government body, you are not limited to what is "published" in the agenda. Generally that is for information only. But if you voted to "adopt" the agenda, which is completely unnecessary and which I recommend against, then you are limited to that agenda and bringing it up under "old business" would not be in order. Please see the link on my website to my podcast where I talk about the agenda. I do provide training for $125 an hour, which it seems would be a benefit for your group.
  • Someone asked:
    I am on a board and serve as its secretary. Our upcoming annual meeting agenda includes the election of board members. The nominating committee, following past practice for our organization, has presented a slate of candidates. Formerly we would vote on this slate (bylaws prevent nominations from the floor). I have been advised to report: “…The nominating committee recommended a slate of candidates, accepted by the board of directors for re-election of the incumbents [named here]. No other nominations were received from the membership. Because only one person was nominated for each vacancy, voting by the membership was not necessary. On behalf of the membership, I cast, as secretary, a unanimous ballot for the election of these directors”. This advice was given by an agency that oversees and regulates our business. Is this in line with Robert’s Rules? I have read sections on voting and elections and have not found applicable passages.
    • Kirby Glad, PRP replied:
      This depends on your bylaws. If you bylaws required the directors to be elected "by ballot" then this is entirely out of order per RONR (12th ed.) "45:22 Whenever a vote is to be taken by ballot, it is not in order to move that one person—the secretary, for example—cast the ballot of the assembly." If your bylaws have limited routes to nomination then note that in the minutes, such as "The nomination committee nominated [list]. Bylaw XX does not permit nominations from the floor". If the number of people nominated matches the number of open positions (or in other words, only one person is nominated for each office), and ballots are not required in the bylaws, then the chair simply declares them as elected per RORN (12th ed.) 46:40 If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or “acclamation.” The minutes would simply state "As only one candidate was nominated for each open position the chair declared each director elected by acclamation". If your bylaws require the election to by by ballot, then you must have the ballot regardless, and I would suggest you change your bylaws.
  • Someone asked:
    A convention is taking place on Saturday. According to the Constitution of the organization, notice of the convention must be sent to delegates at least 10 days prior to the convention. The convention call was "delivered" by way of a document being present at the meetings from which delegates to the convention were elected. There is no record or indication that delegates were informed of this document at their respective meetings. Is this enough to satisfy the notice requirement? If not, and the Chair overrules any objection to the meeting, can delegates appeal to the parliamentarian? If they can, is the Chair able to overrule the parliamentarian? If he does, is the convention able to overrule the chair with a vote?
    • Kirby Glad, PRP replied:
      The bylaws should define how the call is to be delivered. It could be that being informed at the meeting where they were elected is sufficient, but may not be. It is better for the bylaws to require the call to be mailed or even emailed, so that we can be sure everyone gets the message. Of course if almost all of the delegates show up at the convention, that is pretty good evidence that the delegates received the call. Yes any ruling of the chair can be appealed, but never to the parliamentarian. The parliamentarian never makes rulings. The appeal from the chair is made to the assembly, which has the final say. Anyone can appeal the ruling of the chair, with a second. Then there is a debate on whether the chair is right or wrong. Then the assembly votes on the questions "should the ruling of the chair be sustained". If the majority vote "no" then the chair is overruled. As a practical matter a convention is very difficult and expensive to plan and implement, so unless you have some evidence that a certain voting block was nefariously excluded, probably the convention will go on. Otherwise you have to cancel the convention and re-plan it for another time, which is hardly ever practical.
  • Someone asked:
    Friends, According to our by non-denominational church's by laws, the congregation must approve the selection of a new pastor by a three quarters vote of the established quorum members. He has recently resigned. Some of the congregation wishes him to withdraw his resignation. Our by laws are silent on resignations of the pastor. Is it true that resignations of the pastor, at our church, must also be approved by a three quarters vote of the congregation? His resignation was accepted by our board but not put to a vote of the members. May he withdraw his resignation until the congregation votes on his resignation? Thank you.
  • Someone asked:
    Friends, According to our by non-denominational church's by laws, the congregation must approve the selection of a new pastor by a three quarters vote of the established quorum members. The pastor has recently resigned. Some of the congregation wish him to withdraw his resignation. Our by laws are silent on resignations of the pastor. Is it true that resignations of the pastor, at our church, must also be approved by a three quarters vote of the congregation? His resignation was accepted by our board but not put to a vote of the members. May he withdraw his resignation until the congregation votes on his resignation? Thank you.
    • Kirby Glad, PRP replied:
      There are two factors at play. First, you probably have an employment contract that may cover resignation, and that would take precedence or the bylaws. Second, taking what you say literally, the congregation "approves" the pastor, but I take it the pastor is hired by the board. The resignations is effective as soon as it is accepted by the hiring authority and cannot be simply "withdrawn". No vote of the congregation is required for the resignation.
  • Someone asked:
    An election vote was held for 2 board members nominated any the nominating committee, an additional was nominated from the floor. Upon the voting1 was elected due to largest number of votes the second was elected by 1 vote and declared the 2 winners. Later that night someone decided to review the votes and found 1 ballot to not be eligible to vote and the second ballot just had a NO printed next to one of the names. The board has now decided a revote is needed because it caused a tie vote but are saying only those who voted that evening can vote for the 2 candidates. I feel the vote should include any club member who is eligible to vote not just the ones who voted the first time. Our bylaws do not specify anything about voting during a tie.
    • Kirby Glad, PRP replied:
      If an election is found to be invalid it should be held again. The voters would be those members who attend the meeting where the new vote is to take place. It is not limited to those at the last meeting.
  • Someone asked:
    I belong to a private club in Illinois. We are a Social club 501 (c)(7). Back in August 2023, the club membership vote overwhelmingly (2/3rd) to approve the proposed bylaw changes. The new 2024 board did like the changes because it bound some of their power to do whatever they want. They made a motion to rescind the vote taken by the membership and changed the bylaws back to their previous state. Can they do that? Rescind a vote by membership? If not then they will probably try to reconsider the vote. Is that possible? What is our recourse? Thank you
    • Kirby Glad, PRP replied:
      The answer depends on your bylaws. Some organizations' bylaws do permit both the members and the board to amend the bylaws. If this is the case then you can have this back and forth war. You solution is to 1) elect new directors that agree with the members' policy at the next election, 2) if permitted by your bylaws, remove the offending board members from office immediately, 3) Modify your Articles of Incorporation to specify only the members can amend the bylaws.
  • Someone asked:
    I am a member of an HOA with and article in our bylaws that reads: “Board and Association Meeting Procedure. In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.” Because Robert’s Rules is so large and much is not used a regular basis a board member has attempted to provide a policy for meetings with special rules for order the incorporate current practices, but also maintaining the balance of the rules as our parliamentary law to use when needed. This is receiving objections from a group of board members. These board members that have said that Robert’s Rules is just a “default” or “guide” and we do not need to follow them all, and basically choose which ones to enforce. One of the board members wrote another document that states that the board is limited to the use of motions to – main motion, table (which is defined incorrectly as postponing a discussion to a future date), referring to committee, adjourning a meeting and amending. He also allows the use of point of order. I say that none of this is accurate, and it compromises the principles of parliamentary law. If a board can pick and choose which rules they want to follow, that will not prevent a new board from doing the same and it allows a board majority to manipulate the entire process and silence the minority. An additional note, the current budget has allowed for training on Robert’s Rules for the board which 3 of the board member reject as unnecessary. Thank you for your time. Please provide any guidance you can.
    • Kirby Glad, PRP replied:
      Good question. By common parliamentary law your parliamentary authority should be adopted in your bylaws by a 2/3 vote, thus preventing the 'dictatorship of the majority' problem as you point out. Indeed the board can adopt any rules they desire, no matter how idiotic. You don't say what state your HOA is in but some state laws do require that you adopted rules of procedure and then follow them. The idea that "Robert's Rules is too complicated" is nonsense. The book covers very many situations that never come up, but if one of those situations DOES come up, then you have an authoritative solution. My recommendation is to adopt Robert's Rules of Order, Newly Revised, which is the official version, then get the book Robert's Rules of Order In Brief, to refer to for your everyday needs. You can purchase this directly on my website, through Aamazon.
  • Someone asked:
    I am confused about when and how to apply small board rules. We have a board of 7. 2:16 (12th ed.) states in the 3rd bullet point "A society with a small assembly - such as one having a dozen or fewer members - may wish to adopt a rule that its meetings will be governed by some or all of the somewhat less formal procedures applicable to small boards", However 49:21 states " In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects;" and then goes on to describe the 7 rules for small board used in place of the more formal rules. Do we need to formally vote to adopt small board rules for our HOA?
    • Kirby Glad, PRP replied:
      A small board around less than 12 will generally use the small-group rules without having to adopt the rules. However many boards find it useful to use a mix of large group and small group rules as it suits their style, and if you do that you need to pass Special Rules of Order to define what the rules will be. If there is any question about what rules are being followed, then write a clarification and adopt it as a Special Rule of Order, and then put that at the bottom of your bylaws document for future remembrance. If your board would like a one hour training on RONR to cover this and other topics, and get all your questions answered, I can do that for $200. Thanks!