Bruce Lages

Could you clarify what you mean by "...a motion is made to change policy and there is a second motion and then voted on..."? What, specifically, were these two motions?

The section cited by Mr. Martin, entitled Reports of Executive Officers, makes reference to the president and vice president only. I can't find any other reference in RONR to the term 'executive officers'. Does this imply that only the president and vice president are considered to be executive officers and that only for their reports, someone else should make any motion arising out of the report?

The latter. However, if the report includes recommended action, the officer, unless the chair, would make a motion to implement the recommended action.

I think you meant " .. ._ _ _. ._. . ."

I stand corrected on the first part of my response. I didn't pick up on the fact that the requested rule was being offered as an amendment to the convention standing rules.

Look at RONR, 12th ed., 59:35, especially section 1 of that paragraph. The rules you cited would be considered special rules of order in an ordinary organization, and would therefore require a 2/3 vote if being adopted initially as part of the convention standing rules. If what you want to do is amend an already established convention standing rule, it will also take a 2/3 vote or a vote of a majority of all the delegates who have been registered (59:36).

Remember also that if this is a relatively small board (not more than about 12 members) operating under the relaxed rules for such boards (RONR, 12th ed. 49:21), the chair can participate fully in debate, so that whether the chair presents the committee report or not, he or she can fully participate in any debate that may arise out of the committee's recommendations.

I don't think so. According to RONR, a second is for the purpose of ensuring that more than one member wishes to consider a motion. Whether a member has one or more than one vote is immaterial.

The bylaw wording you quoted states when the terms of Board members begins, but is there other wording somewhere that describes how long the terms of office last? That will be the important statement that determines whether or not your officers remain in office until an election can be held.

From what is written it seems that the organization properly authorized the expenditure of funds for this project, and that the individual provided the funds properly dispersed them to the vendor. Now it seems that, after approval and payment to the vendor, something has changed as to the need for this project. I don't see how the member who was given the money for the project can be held accountable for this change of circumstance. I guess the organization could pass a motion requesting return of the payment from the vendor, but that could very well be a long shot depending on exactly what caused the change of circumstance. I suppose legal action is always a possibility, but advice on that is outside the the purpose and expertise of this forum.

Strictly speaking, only until 'their successors are elected', whether that takes another year, a shorter time, or a longer time. Of course you are obligated to conduct a new election as soon as it's feasible to do so.

"Whenever a vote is to be taken by ballot, it is out of order to move that one person - the secretary, for example, cast the ballot of the assembly" (RONR, p. 413, l. 10-12). So , no this is not proper procedure according to RONR. Declaring an unopposed candidate elected by acclamation is proper procedure if your rules don't require a ballot vote. Your rules clearly do require a ballot vote, so you need to hold an election by ballot, even for an unopposed candidate. Note also that voting yes/no, whether for a single candidate or for multiple candidates is also not in order. The ballots should include a blank line to allow for write-in votes to be cast. According to RONR, the only way to vote against a specific candidate is to vote for someone else.

Yes, the procedures for election of officers would fall under the rules in RONR unless your rules provide for a different procedure. It looks like your Constitution does not include specific procedures for conducting elections, but it does state the term of office for your officers - one year from the July meeting. That term of office means that, unfortunately, your small group is correct, and you currently have no officers. RONR recommends that terms of office be given as ' x years and until (or 'or until') their successors are elected'. If you had that definition, your officers from the previous year would remain in office until your group was able to hold an election. Also, a quorum is definitely necessary in order to make an election valid.. However, your small group is not correct that you have no more organization. An absence of officers doe not automatically dissolve an organization, although, granted, it does make it more difficult to function. For now, you will have to go along as best you can, with the understanding that no one is actually authorized to carry out the duties of your officers. Perhaps you can convince your previous officers to do what is necessary to keep your group functioning until you can meet and hold an election. Any actions these members take in the name of the organization, as long as they are actions they would have been authorized to take if still in office, can be ratified by the membership as soon as a meeting is possible. Such ratification will indicate that the organization officially approves of the actions taken. And please consider amending your Constitution as soon as possible to change the term of office to avoid similar problems in the future.

Guest Ann - I don't believe that Mr. Brown said that the board is definitely the body which needs to accept the president's resignation. Please note his statement that "Whichever body is authorized to fill vacancies may generally accept resignations'. Since in your case, where the vice president automatically assumes the office of president (which is also RONR's position), there would appear to be no specific action required by any body to fill the vacancy. In that case, the resignation should be accepted by the same body which elects the president, and that could be either the board or the general membership, depending on your rules.

Why can't you do both? I suspect that in an overwhelming majority of cases, an election to fill a vacancy will occur at a different time than an 'annual election', where you are electing candidates for offices whose terms are already known to be expiring. If you're dealing with a vacancy arising at any other time, then that election is different from the 'annual election'. Use the method your bylaws prescribe for each type of election. There's also nothing preventing you from amending your bylaws to prescribe only one election format, to be used for both the annual election and a vacancy-filling election, if that's what your organization wants to do. But I don't really see a conflict here.

No, not unless your bylaws (where the quorum requirements should be stated) allow for their suspension.

The terms are described in RONR, but not in the same way that your assembly president is using them. RONR uses 'uncontested' to describe an election in which there are the same number of nominees as there are positions open. In this case, if an assembly's rules did not require a ballot vote, the nominees would be declared elected by the chair, no vote necessary. Vacancies as described in RONR refer to positions in which the office holder(s) are no longer serving, for various reasons such as resignation, removal, death, etc., before the term of office has expired. In your case, where there were no nominees for 3 positions, the ballots should have allowed for write-in candidates (assuming you have no rules to the contrary), which very well could have resulted in one or more persons getting a majority of the votes cast. If no one was elected by write-in, those positions then could have resulted in vacancies which, also depending on your rules, could have been filled by your board, but only until you were able to complete the election. An organization always has an obligation to fill their elected positions if at all possible with an election by the proper body (either the general membership or the board).

The bylaws also seem to be in conflict regarding the term of office. Article V states in Section 2 that the term of office "shall be one year, beginning at the first board meeting following the annual meeting", with no mention of serving and/or until their successors are elected. However, further down in Section 3 it states "The Board of Directors shall serve for one year or until their successors are duly elected at the next annual meeting." This really clouds the issue to Guest Ziggy's initial question. I don't see any obvious way to resolve those conflicting statements.

Yes, a member may respond by saying "pass" in order to be called on later after all other members' have been called initially. RONR describes this procedure on p. 421 of the 11th edition.

Since a quorum to decide a case is six, it seems like, for many cases, a majority of the quorum doesn't even carry the day at the Supreme Court 🥺

Please disabuse yourself of this concept of 'majority of the quorum' having anything to do with voting thresholds. RONR does not use this phrase in any way connected to voting. Many ordinary societies set their quorum (the minimum number of voting members who must be present in a meeting for business to be conducted) at a relatively low number, compared to their total membership. RONR recommends that the quorum be set at the maximum number of members who can be reasonably depended upon to be present at a meeting (p, 346, l.28-30), in order to ensure that most meetings will be able to conduct business. So, assume that there are 100 members in total, with the quorum set at 25. In a meeting with 60 members present, a vote results in 15 yes votes and 45 no votes. Under the normal definition of a majority vote, the proposal would clearly be soundly defeated. But, if the quorum is 25, then a majority of the quorum is 13, and therefore a majority of the quorum did vote in the affirmative. Do you really want decisions made on that basis?

Assuming that special meetings are authorized for your organization, I don't see that you can have a special meeting just to "vote on the motion that was made". From your description of the events at the meeting in question, it appears that the motion was made, but never seconded or stated by the chair - two steps necessary to place the motion before the assembly for their consideration. Therefore, that motion is now dead. if you do have a special meeting, the motion will need to be made again, seconded, and then discussed and voted on by the assembly. If that motion had been pending at the time of adjournment, it could be called up at a special meeting called for that purpose, or it would be a general order at the next regular meeting, if held within a quarterly time period. I confess, though, that I am not certain if just the motion and a second are sufficient to automatically make it a general order for a future meeting, or if its statement by the chair, placing it before the assembly, is also required. I suspect it is the latter, since that is what makes an item 'pending'.

You can discuss as many topics as you'd like in closed session (what RONR calls executive session). You can hold an entire meeting in closed session if the assembly desires (by a majority vote). You could also come in and out of closed session to discuss each topic, but there is certainly no need to do that if you have multiple topics to deal with. The exception might be in a governing body which is required to conduct all voting in open session. But for an ordinary society it wouldn't make much sense to move into and out of closed session for each different topic to be discussed.

If your governing documents do not make the executive officers members of the senate, then according to RONR they would have no rights with respect to the conduct of business in the senate. This would include having no right to speak - either in the course of debate or not - and certainly no right to vote. Although RONR would also not grant the executive officers a right to attend senate sessions, since you indicate that your meetings are subject to an open meeting law, this would override the restriction imposed by RONR. Whether the senate president is also subject to certain restrictions, or is considered to also be a member of the senate as well as an executive officer will have to be in your rules somewhere. For comparison, the vice president of the United States acts as the presiding officer of the US senate, but only has the right to vote if the senate is equally divided in votes. Note also, that according to RONR, the senate may grant executive officers (or any other non-membesrs)the right to speak when no motion is pending by a majority vote, and to speak in debate on a motion by a 2/3 vote

The disgruntled member cannot just 'motion to revote' at the same meeting. Assuming the motion was defeated when first brought up, it could be brought up again at the same meeting by moving to reconsider the motion, but there are specific requirements for the motion to reconsider, including having voted on the prevailing side when the motion was first voted on (see RONR, p.315-332 for the details of this motion). On the off chance that the disgruntled member is unhappy because the motion was adopted, he could also move to rescind the motion, which, if made at the same meeting, would require a 2/3 vote or a vote of a majority of the entire membership (see RONR, p. 305-310).