Josh Martin

For starters, it must be noted that committees may only meet in person, unless authorized to hold online meetings by the bylaws (in the case of a committee established in the bylaws) or "by a standing rule of the parent body or organization, by the motion establishing the particular committee, or by instructions included in a motion referring an individual matter to the committee or issued subsequent to such a motion". But even supposing this committee is authorized to hold meetings online, the chair does not have the authority to make such decisions unilaterally. These decisions would be made by the committee, subject to any instructions from the parent assembly in this matter. As noted above, there is a threshold matter as to whether the committee is authorized to meet online at all. You do say "this is also permissible in our governance," so I understand you to mean that the organization's rules authorize this committee to meet online. But setting that issue aside, I don't think I can answer this question without knowing who issued the "order" in this matter. I think it is certainly the case that you as chair, acting alone, do not have the authority to determine the manner in which the committee meets, unless your rules so provide, and there is no section in RONR granting you such authority. Your belief that you, as chair, "am responsible for convening the meetings and setting the agenda and that this would include where, when, and in what mode we meet" is incorrect with respect to RONR. Under RONR, the committee chair is granted the authority to convene the initial meeting of the committee (and subsequent meetings, if the committee has not established subsequent meetings itself). (Although even this authority is not absolute.) RONR does not grant the chair to determine the manner in which the committee meets or to set the agenda. It may well be that your organization's own rules grant additional authority to committee chairs, but I have no way of knowing what your organization's rules say on this matter. Rather, to the extent the committee has the option to meet in person or online, the committee itself would make that determination, subject to any instructions on this matter from the committee's parent assembly. So who exactly is it that "ordered" the committee to meet in person?

Thank you. This does not, in fact, violate any rule in Robert's Rules, and it certainly is not a reason to invalidate the results of the bylaw amendments.

Based upon these facts, I agree that it certainly seems doubtful this person will be removed from the ballot. At the present time, the list of nominees stands as is. The assembly may, if it wishes, reopen nominations. The person could "withdraw" this nomination with the assembly's consent, but this will likely mean very little, as someone else could nominate the candidate (including the candidate himself). The other desired candidate could be nominated. If the assembly elects not to reopen nominations, then it must be noted that write-in votes are still in order.

Yes, I understand. In any event, thank you for the additional facts from your bylaws. Based upon these additional facts, my new responses to your questions are as follows. It still does not appear to me that there is any mechanism to remove this person from the ballot, either as a parliamentary or practical matter, considering that the ballots have already been distributed. Your bylaws provide "A majority vote is of the ballots returned for any particular office. Blank ballots do not count as a vote and do not affect the majority." So it is clear that if the other candidate does not receive a majority of the votes, they will not win. Your bylaws then provide "In the event that an office is not filled by an election, the Board of Directors, at its first meeting after July 1, nominate and elect by majority ballot the member to fill the offices which have not been elected at the regular election period." This is an unusual provision, but it appears that your bylaws provide that the Board of Directors shall complete all incomplete elections. Of course, the President is a specific case. So it would appear... Yes, it would appear that the Vice President would assume the office of President, and the board would then fill the resulting vacancy in the office of Vice President.

What exactly is your question? In what manner, specifically, does the congregant suggest "that Robert's Rules weren't followed"?

If voting has already begun, I am not aware of any mechanism, either as a parliamentary matter or as a practical matter, to modify the ballot at this time. How exactly is it you would propose to remove a name from the ballot when the ballots are already distributed? At the present time, I am not aware of a rule in RONR addressing this specific issue. If a majority vote is required (which is the case if the bylaws do not provide otherwise), then the election is incomplete and another round of voting will need to be held. If your bylaws provide that a plurality is required, then the candidate with the next highest vote total would be elected. It depends on what your bylaws say concerning the term of office. Assuming the election is incomplete, then one of two things would happen: If the bylaws provide that officers serve "until their successors are elected," then the current President would continue to serve until the election is completed. If the bylaws do not include such a provision, then the Vice President would serve until the election is completed.

I have a difficult time imagining bylaws which would grant the right to vote to nonmembers, but I suppose anything's possible. In the absence of evidence to the contrary, I would suggest the organization follow the ordinary rule that only members can vote. You do say specifically "non-board members," so I would note that with respect to a board meeting, only board members could vote, but with respect to a shareholders meeting, all shareholders could vote (generally, in proportion to the number of shares they control). It's not clear from context what sort of meeting you are referring to. Thank you. I apparently misunderstood what was meant by "filed."

It would seem to me that the rules on this matter are the same as for any other rules pertaining to withdrawing a motion.

There is no doubt that there are practical considerations as to whether the assembly should hold both of these elections simultaneously. That is a question which I leave to the assembly's judgment. But there is no doubt that the assembly may hold both elections simultaneously if it wishes to do so.

This is correct.

Well, theoretically, nominations could be reopened (majority vote required) and the person in question could withdraw their nomination, with the assembly's consent, and make a different nomination. But any other person would be free to nominate the withdrawn person. Without the cooperation of the assembly, it's certainly the case that the nominees won't be changing at this point, since they have been closed. Even to the extent that the assembly agrees to reopen nominations, my guess would be that at best, this person manages to add an additional nomination. I would add that, of course, write-in votes are in order unless the organization's bylaws provide otherwise.

I agree that to the extent the desire is to make the Band Director an ex-officio non-voting member of the board, this must be explicitly stated in the bylaws. Ex-officio members have the right to vote unless the bylaws provide otherwise. But hear me out - why not simply remove the Band Director from the board altogether, and just invite the Band Director to attend and speak at board meetings as needed? Leaving an employee on the board, even as a non-voting member, can potentially be problematic if, for example, the board needs to discuss matters relating to that person's employment. This may be "common knowledge," but no such prohibition exists unless stated in your bylaws or applicable law. It will ultimately be up to your organization to interpret what this rather complicated provision means, but generally I am inclined to think that: The amendments pertaining to changing the timing of membership dues might require membership approval, to the extent that membership rights are contingent on timely payment of dues, as that would seem to fall under "materially and adversely affect the active members rights as to voting." The other proposed amendments you have discussed here do not appear to require membership approval. It would appear your organization's bylaws only require the membership to vote on the amendments at all in particular circumstances. In any event, as to how to vote on the bylaws amendments, it is permissible to approve each individual amendment, or to prepare a complete revision of the bylaws which is approved as a whole (however, such a revision is subject to amendment). I am inclined to agree with Mr. Katz that since it appears that only certain amendments require membership approval at all, voting on individual amendments seems preferable.

You are certainly correct that, if the bylaws provide that membership fees are due September 1st, then membership fees are due September 1st, and the Treasurer has no authority to unilaterally decide that membership fees are due May 1st. The Treasurer's explanation for why May 1st would be preferable certainly seems reasonable, but if the organization wishes to instead provide that membership fees are due May 1st, then the way to do that is to amend the bylaws. Notwithstanding the Treasurer's erroneous announcement to the contrary, the due date for membership fees remained September 1st. It would seem clear to me that persons who paid their dues by September 1st paid their dues on time. But also, paying your dues late doesn't mean, in and of itself, that you lose any rights or get kicked out of the society (unless the bylaws so provide), it just means you are late on your dues. Which can be resolved by paying your dues. Any members who are still not current on their dues can resolve that issue by paying their dues. I don't understand what the issue is. The organization cannot suspend the requirement for members to pay dues. If the organization wishes to eliminate dues, or to provide a mechanism to suspend the requirement for dues, the organization would need to amend the bylaws. I agree. Just have the people who are behind on their dues pay their dues. I don't understand why this is so complicated.

Any member of the assembly that is meeting may make a nomination. It is not clear from the facts presented what assembly is meeting. The procedures for nominations from the floor are discussed in RONR (12th ed.) 46:6-8.

Well, for starters, given that members were "given 36 hours to complete and return their ballots," I gather that this refers to some method of voting outside of a meeting, which is not permitted unless authorized by your bylaws or applicable law. To the extent an organization does permit voting in such a manner, the organization will need to adopt rules to answer questions like these. "Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present." RONR (12th ed.) 9:30 "In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2–5, 9:13–16)—or at an adjournment of one of these meetings 2—and at which a quorum (see 40:5) is present. The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. (See also Electronic Meetings, 9:30–36.)" RONR (12th ed.) 49:16 "A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)." RONR (12th ed.) 1:1n1 Notwithstanding the above, I will do my best to answer your questions with respect to RONR, although in light of what is said in RONR (12th ed.) 1:1n1, I do not expect these answers to be of very much assistance. I'm not certain there is a mechanism in RONR for anyone to "recall" a vote that has already begun (except perhaps in some in some unusual circumstances), whether or not votes have been cast. In any event, RONR certainly would not permit this after votes have been cast, and RONR certainly does not grant the chair such authority. Yes. However, RONR governs the conduct of business in meetings and the rules are written with the assumption votes are being taken during a meeting. As a consequence, the rules in RONR and the answers above must be taken with a very large helping of salt if this assumption is false.