Josh Martin

Well, as I understand the facts, the election was conducted by email. For starters, this raises its own problems. But supposing that email voting is permissible under the organization's bylaws or applicable law, that raises interesting questions about what would constitute "previous notice" for an email vote and how rules pertaining to "protecting absentees" apply. As I understand the facts, which have been provided in subsequent posts, the remaining term is one year. So if the appointment is legitimate (which is in serious doubt), the board will indeed have to "suffer the appointment for a full year", unless the director is removed. The additional facts provided in subsequent posts do indeed provide that a director may be removed by without a disciplinary procedure involving a trial, however, the bylaws reserve this power for the membership, not the board.

I concur with my colleagues that, unless the organization's rules or applicable law provide otherwise, the threshold for election is a majority of the votes cast, and therefore a vote of 6-4 is sufficient for election. But I am somewhat puzzled as to why a "yes/no" vote was taken for an election of an officer to begin with, and what happened following the declaration that this person was not elected. What exactly were the circumstances of this election? Were these the regular elections for officers? Or was this an election to fill a vacancy in the office of Vice President? The entire situation is puzzling for a few reasons: If this was a regular election, if there was only candidate, the chair should have just declared the sole candidate elected by acclamation, unless something in the organization's rules prevent this. When an election for office is conducted by roll call, members do not vote "yes" or "no." Rather, they vote for the candidate of their choice. If no candidate is elected, the assembly should immediately proceed to hold another round of voting, and continue to repeat this until a candidate is elected.

Thank you for this additional information. As I understand it, the four options before the convention are as follows: All registered members (I would note that this one may require some additional amendments to the bylaws, as this amendment will effectively convert this from a convention of delegates into a membership meeting) Delegates from the subordinate chapters Delegates from the subordinate chapters and the elected officers of the international council Delegates from the subordinate chapters, the elected officers of the international council, and the past international presidents No vote should be taken on the option "Delegates from the subordinate chapters and the elected officers of the international council," because that's the current system, and therefore is automatically the option you'll follow if all the proposed changes are rejected. So we actually only have three proposed amendments. RONR provides the following on this question: "If notice is given of several amendments which conflict so that all cannot be given effect, the chair should arrange them in a logical order, much as in the case of filling blanks (12), generally taking the least inclusive amendment first and the most inclusive last so that the last one adopted is given effect. That arrangement of the amendments can be altered by the assembly; a motion to rearrange the amendments requires a second, is not debatable, is amendable, and requires a majority vote. An affirmative vote adopting such an arrangement is not subject to a motion to Reconsider, nor may a later, separate amendment be offered as a substitute for a pending one." RONR (12th ed.) 57:6 Based upon this advice, my recommendation would be to vote on the proposed amendments regarding composition in the following order, with a yes/no vote being taken on each one, and each amendment will itself be subject to debate and amendment: Delegates from the subordinate chapters Delegates from the subordinate chapters, the elected officers of the international council, and the past international presidents All registered members This seems to me to be the "least inclusive amendment first and the most inclusive last," and I believe it is the order the chair should propose. If the assembly wishes, the assembly may rearrange this order, by majority vote. At the end of the day, one of the following will most likely happen: One of the amendments will be adopted, in which case that amendment will take effect. Multiple amendments will be adopted, in case the amendment adopted last will take effect. None of the amendments will be adopted, in which case the "status quo" will remain in effect. Finally, if the "all registered members" option is adopted, I expect this will require some additional amendments to the bylaws. For example, references to a "convention" should be changed to "annual meeting of the membership" or some such, and there will likely be a lot of sections pertaining to delegates which are now obsolete.

I suppose that's up to your organization. If your organization has rules requiring committee "summaries" to be kept, those rules will take precedence over RONR.

So far as RONR is concerned, members have all rights of membership immediately upon becoming a member. Additionally, so far as RONR is concerned, the assembly may elect anyone it wishes to the board. RONR does not require that board members must be members of the society at all, let alone that they must have been a member for a particular length of time. Many organizations do provide in their bylaws for a "waiting period" before members may exercise certain rights and/or before they become eligible for office, but RONR has no such limitations.

For starters, I'll assume for the sake of argument that canceling the meeting on June 1st or holding the June 1st meeting virtually are both permissible options under the organization's bylaws. The rule in question is equally applicable regardless of whether it is applied to an amendment to a main motion or to an amendment to a primary amendment, but the full text of the rule is as follows: "One that merely makes the adoption of the amended question equivalent to a rejection of the original motion. Thus, in the motion that “our delegates be instructed to vote in favor of the increase in Federation dues,” an amendment to insert “not” before “be” is not in order because an affirmative vote on not giving a certain instruction is identical with a negative vote on giving the same instruction. But it would be in order to move to insert “not” before “to” (“instructed not to vote in favor”), since this would change the main motion into one to give different instructions." RONR (12th ed.) 12:22(2) That is, the text does not say that an amendment which has the effect of defeating the main motion (or in this case, the primary amendment) is out of order. Rather, what the text says is that an amendment which only has the effect of defeating the main motion (or in this case, the primary amendment) is out of order. So I suppose in this case, it would be out of order to insert the word "not" before the word "cancel" or to strike the word "cancel" and to insert the word "hold," since that would not accomplish anything other than defeating the primary amendment, which can be accomplished by simply voting the primary amendment down. But to make the June 1st meeting a virtual meeting instead is a permissible secondary amendment. This is still germane to the question of what do about the June meeting, and it proposes an option that is different than the main motion (hold an in-person meeting on June 1st) and the proposed amendment (cancel the June meeting). A motion to reschedule the June 1st meeting to some other date would also be a permissible secondary amendment. I disagree. Organizations which schedule their meetings by resolution are free to establish a calendar of meetings. This calendar is, of course, subject to change later (as any other main motion would be). So this does not interfere with the freedom of each session.

I overlooked that part. I think my brain autocorrected it to say that minutes should not include what was said. I suppose that since these notes are not, strictly speaking, "minutes," there is ultimately no rule in RONR preventing the inclusion of what was said in such notes, but I agree that I would not go so far as to say that such notes should contain what was said.

Thank you. Based upon these additional facts, if the appointment to fill the vacancy is legitimate, then the director may be removed only "by a vote of the members, holding at least a majority of the votes in the association." If your bylaws contain their own rules concerning removal, those rules take precedence over RONR. Your bylaws that a director may only be removed by a vote of the members, and the bylaws make no distinction in this regard between a director elected by the membership or a director elected by the board to fill a vacancy. I think it still may well be that the appointment was invalid to begin with, however, because it does not appear to me that previous notice was given, and because I still have not seen anything suggesting the board is authorized to vote by email. A provision relating to "removal of a director by the membership" is not applicable in the present instance, because the vacancy in question was caused by a resignation, not by removal of a director by the membership.

Well, I think the secretary is right to object to the chair, acting alone, altering the secretary's notes. The committee has the power to alter the notes, but the chair does not. I agree that the chair and secretary seem confused about other aspects of memoranda for committees. Yes, I think this is all correct. I would note, however, that to the extent there is (for some reason), disagreement over a correction, I believe that disagreement would have to be settled by vote. I don't see how else you would resolve it.

Thank you for all these additional facts. To clarify, my understanding is that this board member had only five days left in his term as President, but had one year left on his term as a board member. Additionally, the bylaws authorize the board to fill vacancies. I think there is some ambiguity as to whether this appointment was legitimate. Specifically: Do your bylaws authorize the board to conduct business via email? If not, then it would seem the appointment was not valid. Further, RONR provides that notice must be given of an election to fill a vacancy. It does not appear to me that any such notice was given. So it may be that the board may rule the appointment invalid on one or both of these grounds. In the alternative, supposing the appointment is valid, the question then arises as to how the board member may be removed. I am inclined to agree with you that because this director was elected by the board, the director may be removed by the board. But I don't yet know how the director may be removed, because we lack the facts needed to answer that question. First, if your bylaws have their own rules pertaining to removal of directors, those rules must be followed. If your bylaws are silent on this matter, then I reiterate J.J.'s request to quote exactly what your bylaws say regarding the term of office for board members. You have ignored this request and provided a paraphrase. The reason we need an exact quote is because there are two different procedures in RONR for removal of board members, depending on the exact wording the bylaws use to define the term of office. "Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows: • If the 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. The vote required for adoption of this incidental main motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership—any one of which will suffice. A motion to remove an officer from office is a question of privilege (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion. • 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

I concur with all of my colleagues, but to the extent you are unable to persuade the rest of the board to "completely remove" the IPP position, some ideas which occur to me to mitigate the potential damage would be: Option A: Provide something like "The Immediate Past President shall serve as an ex-officio member of the board, unless otherwise ordered by the board." Option B: Provide something like "The board shall elect a former President to serve as a member of the board and as an advisor to the board." (It may well be that the immediate past president is the person customarily elected to this position.) Either of these provides an "escape hatch" in the event something goes horribly wrong. The difference is that in Option A, it's either the IPP or nothing; in Option B, a different Past President could be chosen. If you do a quick search for Immediate Past President on this forum, you'll find that this position works fine... until it doesn't, and then it really doesn't. Your organization, thankfully, doesn't seem to have had a problem yet. But it might in the future.

Certainly a Point of Order can (and should) be raised when one of these resolutions is offered at the convention, but the question the OP asked was how an absent delegate would object.

Ultimately, it is up to the organization to interpret its own bylaws. In the long run, if it is indeed the desire of the organization to provide that any motion (including amendments to the bylaws) may be voted on by mail, if the assembly orders a mail vote, by majority vote, the bylaws should be amended to more clearly state this. This is certainly not obvious from looking at the rules in question.

It will be at the assembly's discretion whether to permit nonmembers to attend. Many organizations face the challenge of having a meeting where some persons present are members and others are not. There are various methods organizations use to handle this, such as using different seating areas for members and nonmembers, assigning different colored badges for members and nonmembers, assigning voting cards to members, and so forth. If the assembly prefers to exclude nonmembers entirely, however, the assembly is free to do so.

Does it actually matter whether the "practices" involve parliamentary procedure? As I read RONR (12th ed.) 2:25, what is said there is equally applicable whether the rules (if they were written down) would be in the nature of rules of order or standing rules.

Well, another way to proceed would be to actually have a meeting where these issues can be hashed out. I'm rather doubtful they can be hashed out over email. Have you made any progress in trying to schedule an actual meeting of the board? What do the organization's rules say on that subject? Another idea which occurs to me would be to try to direct these matters to the attention of the parent organization, if there is one. Questions concerning legal matters should be directed to an attorney.

To the extent that the detailed packet is interpreted to be in the nature of a notice requirement (and I am in agreement with Mr. Elsman that there is ambiguity on this point), because the notice in question is sent in advance of the convention to all delegates, I am inclined to think that in these circumstances, delegates who were elected by their constituent units but who did not attend the convention are considered "absentees" for purposes of RONR 23:6(e). As a result, the rule in question may not be suspended unless 1.) all registered delegates are present, or 2.) the organization's bylaws provide for the rule's suspension. If the detailed packet is not interpreted to be in the nature of a notice requirement, but is sent solely as a courtesy to delegates, then this is a non-issue. In making a determination on this matter, it would likely be desirable to view the organization's rules concerning resolutions. I don't think a Point of Order could be raised until the next convention - assuming the matter in question remains a continuing breach at the time of the next convention.

Yes, thank you for the clarification. The third suggestion will only be an option if this is an original main motion.

Practices that are followed over time, but are not part of the organization's written rules, are referred to in RONR as "customs." RONR does not use the term "standard operating procedures." RONR has the following to say concerning the status of customs. "In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, such an established custom is adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it." RONR (12th ed.) 2:25 That is, customs which do not conflict with any written rule of the society are followed unless the assembly chooses to do otherwise. If a custom does conflict with a written rule, however, the written rule must be complied with, unless and until the written rules are amended to incorporate the custom. If this does not answer your question, we may be able to provide further assistance if you can provide additional details regarding the situation at hand.

Please answer the following questions. What, if anything, do the bylaws say concerning filling vacancies? If the bylaws are silent concerning filling vacancies, what do they say concerning the authority of the board generally? Have the resignations been accepted by the body with authority to fill the resulting vacancies? What, if anything, do the bylaws say concerning the quorum for the board? Did all four of these persons resign simultaneously, or did they resign individually over a period of time? Yes. Maybe, maybe not. Provided these three board members constitute a quorum, they can take action and make decisions. Without more details, I can't say whether these three board members constitute a quorum. Yes.

You're just repeating what you said in the original post. I have no further clarity on this matter then I did before, so I have nothing to add to my previous response. Please describe in greater detail the nature of this organization, its structure, its membership, the nature of this "mass meeting," and the nature of this "Leadership Committee." Exact quotations from the organization's bylaws on these matters would be desirable.

Several ideas occur to me, although there are quite likely others. You could amend the organization's rule which provides "any member can put an item of new business on the agenda prior to the 24 hour deadline." It is not clear to me whether this rule prevents the assembly from amending the agenda to remove the item in question. But even supposing it does, the assembly could amend the agenda so it is the last item on the agenda, and then immediately adjourn before considering the item. When the item is reached and the persistent member makes the motion, a member could immediately move to Object to Consideration of the Question, which requires a 2/3 vote and will suppress the question for the duration of the current session. (The advantage of this over the Previous Question is that it can be moved before even the motion maker has an opportunity to speak.) The organization could adopt special rules of order providing a longer "waiting period" for a defeated motion to be brought before the assembly again (perhaps with some workarounds built-in in case a legitimate need arises to consider a defeated motion again).

Nonetheless, I believe it continues to be in order to establish an order of the day to occur after a certain event, rather than at a specific time, regardless of the manner in which the order of the day is established. Indeed, it seems to me this is a great deal of what an agenda is. For any items where no time is specified (or for which the time is advisory only), the items are being defined as coming up after the item previously listed on the agenda is completed. I think this would require a motion to Suspend the Rules.

No. Not all rules of order can be suspended. One category of rules of order which cannot be suspended is rules protecting absentees, which includes, among other things, rules regarding previous notice. (For more information concerning rules which cannot be suspended, see "Rules That Cannot Be Suspended" in RONR (12th ed.) 25:7-13.) “Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.” RONR (12th ed.) 25:10, emphasis added If your organization adopts a rule providing that previous notice may only be submitted in writing, then your society has provided that only a notice given in writing is a proper previous notice of a bylaw amendment. The rules could not be suspended so as to permit previous notice to be given in some other form. Nonetheless, it continues to be my view that it is preferable to place the rule in the bylaws, because: This will make the rule more resistant to change. While a special rule of order pertaining to previous notice cannot be suspended, special rules of order can generally be amended more easily than a rule in the bylaws. Because this will make the rules on this matter more accessible to members, as all the rules pertaining to amending the bylaws will be in one place.

The same way you would put any other item on the agenda.