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Josh Martin

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Everything posted by Josh Martin

  1. In the ordinary case, the board member would be free to move to amend the motion by striking the current name and inserting a new name, or by moving to strike the name and to insert a blank, in which event further suggestions would be in order. Either motion is debatable and requires a majority vote for adoption. It is unclear, however, how this works in a situation where “this discussion is being done via email and the vote will take place via conference call,” and it should be noted that conducting business in this manner is not permitted unless authorized by your bylaws.
  2. Generally, the motion may be made anew at a future meeting. Since this is regarding removal of an officer, however, see also FAQ #20.
  3. This is not in order. As has been previously noted, something cannot be postponed beyond the next meeting, and it cannot be postponed beyond a quarterly interval, and the election may not be postponed before it is actually pending. This raises an interesting question of whether postponing an election conducted by mail is possible at all, since the election is not pending at a meeting. An item which the bylaws say occurs at a particular meeting may be postponed when it is actually pending, however, it may not be postponed beyond the next regular meeting, and it may not be postponed beyond a quarterly interval. I am not certain, however, whether the election can be postponed at all, since it occurs at a specific time outside of a meeting. So it may only be possible to postpone the nominations, and they obviously cannot be postponed beyond the the start of the election. Which sounds too late to me, since it sounds like voting is over by then. If the bylaws do not restrict the manner in which nominations are made, perhaps they can be made outside of a meeting. Otherwise, I suppose it’s all write-in votes. In the ordinary case, yes, but I am doubtful that this is in order for an election, especially when the election occurs outside of a meeting.
  4. No, the cited rules do not grant the board the authority to accept resignations and to fill vacancies. The board has such authority if it is explicitly granted, or if the bylaws grant the board full power and authority to act for the society between meetings of the membership. In the absence of such rules, the society itself would accept resignations and fill vacancies. “The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly.” (RONR, 11th ed., pg. 467) Sounds right to me. Yes, you can and should address this at the next general meeting, by raising a Point of Order, followed by an Appeal if necessary.
  5. Josh Martin

    Bylaws

    Based on the facts presented, I am inclined to disagree with my colleagues. It seems to me that the bylaws specify the time at which the polls are closed, and ballots were submitted after that time (in fact, one week later). I think that these ballots should be treated as votes cast by persons not eligible to vote. If these votes can be identified, they would then be thrown out. If they cannot, any elections where the number of such ballots is sufficient to affect the result would be null and void. It is certainly correct, however, that this is not automatic, and it will ultimately be up to the assembly to resolve this matter.
  6. Josh Martin

    Point of Order

    I understand that is what is being done any time any member raises a point of order, but the other members of the assembly have not been hired specifically for the purpose of advising the chair on such matters. I had previously understood that the intent of the rule you were proposing was to make clear that the parliamentarian could fully exercise his rights to, for instance, speak in debate on matters before the assembly, but that the parliamentarian’s role was otherwise the same as in RONR. While this may undermine the parliamentarian’s appearance of impartiality (and the society apparently felt this was an acceptable risk), it does nothing to change the relationship between the presiding officer and the parliamentarian. I fully understand that some organizations wish to go further still and provide that the role of the parliamentarian is to advise the assembly, even if this means openly challenging the presiding officer. An organization is free to adopt such a rule if it wishes (although I would not advise it), but it is not clear to me that this is the intent of the rule you stated, as written. If it is the intent of the society to have the parliamentarian openly challenge the chair, in my view, the rule stated above is not sufficiently clear for that purpose. It should, in some manner, be made clear that the society expects its parliamentarian to ultimately be an advisor to the assembly, not the presiding officer. Changing it so that the membership elects the parliamentarian would certainly hint at that, although I think it would be better still to explicitly state it. If all the society has done is to adopt the rule you stated above, however, I stand by previous statement. I would also note that the argument that “many presiding officers, not being very familiar with RONR, would not object to the parliamentarian raising a point of order when there has been a breach of the rules” makes no sense at all, as what the parliamentarian should do when there has been a breach of the rules is to quietly inform the chair of this matter, and to address the assembly regarding it only if requested to do so by the chair. If the Chairman then follows the parliamentarian’s advice, there is no need to raise a Point of Order. Therefore, the only circumstance in which the situation the OP asks about should arise is if the chair does not listen to the parliamentarian’s advice, and the parliamentarian nonetheless continues to challenge the chair. In my view, this is not appropriate behavior for someone whose job is to advise the chair. I do, however, agree with your statement that the parliamentarian has no obligation to resign, since no one ever has an obligation to resign - as always, resignation is a voluntary act.
  7. Josh Martin

    Point of Order

    Even in such a case, however, I am inclined to think that the parliamentarian should not raise a Point of Order unless he intends to submit his resignation (and if he does not, he should expect to be fired). The parliamentarian serves as an advisor to the presiding officer on parliamentary procedure, but it is the presiding officer who has the principal responsibility to enforce and interpret those rules. For a member parliamentarian to openly challenge the chair undermines the chairman’s authority in this regard.
  8. Josh Martin

    Elections

    If your bylaws require a ballot vote and make no exceptions for this scenario, yes. Otherwise, no.
  9. Josh Martin

    Proxy votes

    This unusual wording may be referring to the possibility of members holding proxy votes. That is, in an organization with proxy votes, there may be “persons entitled to cast a majority of votes of the entire membership” even although less (potentially even much less) than a majority of the membership is physically present. I concur, however, that it is ultimately up to the organization to interpret its own bylaws, and that the society may also need legal advice on this matter. RONR does not permit proxies at all, so it has no answer to this question.
  10. Josh Martin

    Nominating Committee woes

    This is not surprising, as the 12th edition is not out yet. The current edition is the 11th. Make nominations: “After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for further nominations from the floor.” (RONR, 11th ed., pg. 435) Speeches: See #49 in RONR, 11th ed., tinted pages 18-19 I covered the other citations in my previous post.
  11. Josh Martin

    Floor Nominations

    Mr. Brown, if it is indeed correct that this in the nature of a prerequisite for holding office (and I do not think that it is), then wouldn’t write-in votes also be prohibited?
  12. Josh Martin

    Floor Nominations

    First, I must note that it is ultimately up to the organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. With that said, my personal interpretation would be that nominations are closed at the end of the October meeting, and therefore a member may not simply make a nomination at the November meeting. I do not think, however, that anything in the rule prohibits the society from choosing to reopen nominations at the November meeting, by majority vote. Even if the rule were interpreted in such a way that nominations may not be reopened, rules regarding nominations are in the nature of rules of order, which may be suspended by a 2/3 vote. Finally, even if the organization refuses to reopen nominations, members have the right to vote for any eligible candidate unless the bylaws provide otherwise. In other words, “write-in” votes are in order.
  13. If a quorum is not present, elections may not be held. If it is desired to continue this practice, yes. Yes. A custom is not sufficient. “When repeated balloting for an office is necessary, individuals are never removed from candidacy on the next ballot unless they voluntarily withdraw—which they are not obligated to do.” (RONR, 11th ed., pg. 441) “An organization could suspend the rules, or adopt a special rule of order, so that the nominee with the fewest votes is dropped from the list of nominees for succeeding ballots in the expectation that voters will then confine their choice to the remaining nominees. Only a bylaws provision, however, could make the dropped nominee ineligible for election so as to render illegal any subsequent votes cast for that nominee. (See pp. 430–31.)” (RONR, 11th ed., pg. 441, footnote) “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, 11th ed., pg. 19)
  14. Josh Martin

    Nominating Committee woes

    “Votes can be cast for any person who is eligible for election, even if he has not been nominated.” (RONR, 11th ed., pg. 439) “In elections, "for" and "against" spaces or boxes should not be used. They are applicable only with respect to votes on motions. In an election, a voter can vote against one candidate only by voting for another who has been nominated or by writing in the name of another candidate.” (RONR, 11th ed., pg. 414) Rules of order may generally be suspended (not “nullified”), however, the rules may not be suspended for the purpose described except by unanimous consent (and perhaps not even then, if the bylaws require a ballot vote - the description of a ballot vote for an election in RONR specifically provides that members may vote for any eligible candidate, as noted above). “Sometimes a series of independent resolutions or main motions dealing with different subjects is offered in one motion. In such a case, one or more of the several resolutions must receive separate consideration and vote at the request of a single member, and the motion for Division of a Question is not used.” (RONR, 11th ed., pgs. 274-275) “In any case, no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule.” (RONR, 11th ed., pg. 261) A rule which permits a single member to demand something protects a minority of one, and the rule therefore cannot be suspended if even a single member objects. “A rule in the bylaws requiring that a vote—such as, for example, on the election of officers—be taken by (secret) ballot cannot be suspended, however, unless the bylaws so provide (see also Voting by Ballot, pp. 412–13).” (RONR, 11th ed., pg. 263) RONR does not allow this. Members should have been permitted to make nominations and to make nominating speeches. Additionally, members are permitted to vote for any eligible candidate for each office. It is not proper to take a yes or no vote in an election, or to take a vote on competing “slates,” unless your bylaws so provide.
  15. Do your bylaws actually say this? This is not correct so far as RONR is concerned. You will need to look to your bylaws to answer this question. As noted previously, candidates cannot be dropped except by virtue of a rule in the bylaws.
  16. Thank you for this clarification. In RONR’s terminology, this would be described as 100 votes cast, not 1,100 votes cast. ”In an election of members of a board or committee in which votes are cast in one section of the ballot for multiple positions on the board or committee, every ballot with a vote for one or more candidates is counted as one vote cast, and a candidate must receive a majority of the total of such votes to be elected.” (RONR, 11th ed., pgs. 441)
  17. I am a bit unclear on how these numbers were determined. What is “votes cast” in the example provided? Is it the number of ballots cast, or something else? If it is something else, how many ballots were cast? Additionally, do your bylaws have their own rules on the number of votes needed for election? I would also note that, so far as RONR is concerned, the teller’s report is read in its entirety. I suppose this could be waived by unanimous consent, or the society could adopt a special rule of order that only those names with with five or more votes are read. Possibly neither. So far as RONR is concerned, no one may be dropped from consideration. If your bylaws have their own rules regarding this subject, follow those rules. (Technically, an assembly may suspend the rules to drop candidates from the ballot, but this doesn’t really do much of anything. Members are still free to vote for any eligible candidate, unless the bylaws provide otherwise.) If this is merely a custom, it would fall to the ground upon a member raising a Point of Order, since it conflicts with RONR.
  18. Josh Martin

    Is 2/3 vote required?

    I agree that, with the bylaws silent on dues (except for the simple fact that dues exist), the assembly is free to adopt a rule such as the one you have suggested, although it would be preferable in my opinion to add the proposed rule to the bylaws. I also agree with the second paragraph, to the extent that I agree that such an interpretation is reasonable, although I would not personally agree with this interpretation. If all the bylaws say is that annual chapter dues must be paid in full by the end of the year, and say absolutely nothing else on the subject, then I think there are potentially a great many reasonable interpretations of such an extremely ambiguous rule, which is why the bylaws should be amended as soon as possible to clarify this matter. I agree entirely with this.
  19. RONR does not express a preference and only mentions the issue in passing. “Frequently it is provided that a specified percentage of the directors shall be chosen periodically in such a way that their terms of office overlap those of the others—as when, for example, there are six directors and it is provided that two shall be elected at each annual meeting for three-year terms.” (RONR, 11th ed., pg. 482) RONR has no particular suggestions on transitioning to such a system, but it has the following general comments about amendments to the article on officers. ”Amendments to the article on officers may raise difficulties in relation to the time at which adopted changes take effect, unless special care is taken. A society can, for example, amend its bylaws so as to affect the emoluments and duties of the officers already elected, or even to abolish an office; and if it is desired that the amendment should not affect officers already elected, a motion so specifying should be adopted before voting on the amendment, or the motion to amend can have added to it the proviso that it shall not affect officers already elected. There is virtually a contract between a society and its officers, and while to some extent action can be taken by either party to modify or even terminate the contract, such action must be taken with reasonable consideration for the other party.” (RONR, 11th ed., pgs. 597-598) As applied to this case, I think this means that it would not be advisable to amend the bylaws in a manner that would shorten the terms of office which are not yet completed, but it does not appear to provide any further suggestions on how to implement such a change. The suggestions by yourself and Mr. Kass appear reasonable, and the assembly itself will have to determine which method better suits their needs.
  20. Josh Martin

    Nominating Committee woes

    If anything, I think this is an understatement. So far as I am aware, RONR has nothing whatsoever to say about the rights of candidates and is solely concerned with the rights of members. To put it another way, candidates have no rights beyond their rights as members (assuming the candidates are members), unless the organization’s rules provide otherwise.
  21. Josh Martin

    Executive Session Limitations

    If this person is a member of the board, he has a right to attend all meetings of the board, including those held in executive session. The board may still meet in executive session if it wishes to do so, but this member will be present.
  22. Josh Martin

    Officer and directors voting rights

    All members of the board (including the commodore) have voting rights, unless your bylaws provide otherwise. In such a case, the commodore should feel free to vote in all cases. So far as RONR is concerned, all members have the right to vote.
  23. Josh Martin

    Nominating Committee woes

    Following up on this, there appears to be an implication that the assembly votes “yes” or “no” on the slate in its entirety. This is completely improper, unless your bylaws provide for conducting elections by this method. Instead, members should be permitted to make nominations from the floor and vote for any eligible person of their choice for each office.
  24. Josh Martin

    Nominating Committee woes

    If they wish. The committee could also set an adjourned meeting for Saturday or Sunday and postpone the interviews to that meeting, if it prefers to do so. It appears that the interviews may not be delayed further, since you say that your rules require the interviews to be scheduled on two days, “one on each of two subsequent weeks.” I would also note that the rules cited so far appear to refer only to when the interviews are conducted, so it may be that the committee is permitted to conduct the interviews this week, and postpone the deliberations to a meeting scheduled for a later week, so long as this would still permit the committee to complete its task in a timely manner. It’s all up to the committee’s discretion and your assembly’s rules. There is nothing in RONR which requires all members of the committee to be present. The candidates have no “right” for their nomination to be considered by all members of the committee. I see nothing in the facts provided which suggests that the committee cannot finish its work, so I see no reason to “simply skip the entire slating process.” It should also be noted, however, that members are free to make nominations from the floor, unless your rules provide otherwise. As noted above, the committee should complete its work in a manner consistent with your rules and, beyond that, within the discretion of the committee. The committee should then make its report and nominations from the floor are then in order. The assembly is then free to elect any eligible person. It may be impossible at this time to replace the members of the committee. Members of the nominating committee are often elected by the general membership, and the general membership may not meet between now and the report of the committee. Additionally, it appears that the problem for these members (at this time) is with this particular Friday, which is not necessarily an indication that the committee members are, generally speaking, unable to meet twice a year.
  25. Josh Martin

    Is 2/3 vote required?

    In the ordinary case, the bylaws either specify the amount of dues or, failing that, specify how the amount of dues is to be set. In the long run, it would be advisable to amend the bylaws to clarify this. Nonetheless, if the bylaws provide that members shall pay the annual chapter dues, then this clearly must be done. I concur with my colleagues that if nothing else is said on the subject, it seems reasonable that this would be set by the membership, by an original main motion. As to the vote required now, that may depend on what motions have been adopted relating to the dues in the past. If it has always been set in the manner described above (adopting the dues for the upcoming year), then I think a majority vote would be sufficient. If a motion had been adopted specifying that the dues would be a certain amount for an indefinite period of time, then it seems to me that changing the dues would be a motion to amend something previously adopted, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with with previous notice.
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