Bruce Lages

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?

14 hours ago, Guest snuffed said:

 I am wondering if i can request a special voters meeting to vote on the motion that was made. and what actions can be taken to prevent this from happening again. 

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).

I think it does make a difference. Regarding length of term for filling vacancies - at least for the presidency - RONR does say that "If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice president or first vice president automatically becomes president for the remainder of the term..." (p.575, l.9-13; my bold). Based on your statement above that your officers serve for a two year term and there is no odd or even year election format, it sounds like election of officers occurs for all offices at the same time. It would certainly make sense for vacancies in any office to serve the remainder of the term for that office so that your election format is maintained

Upon re-reading the original post and Mr. Kapur's response immediately above, I think I have a clearer picture of the situation now. Of the two positions not scheduled for election until 2022, the vice chairman's seat was already vacant at the time of this election and the secretary was elected to the new position of chair.

Since your bylaws specify that vacancies are filled by the body which elects the offices, what you had was an election for two offices whose terms were expiring and also an election to fill two vacancies. This is the part that was not clear - at least to me - in the original post. So, as Mr. Kapur noted, you are not electing four officers to concurrent terms of four years each. Your new chair and treasurer are beginning their four year terms, but the new vice chair and secretary are each filling the remainder of a four year term that began two years ago, and will end in 2022.

This may be an aside, but can you explain why, given your first statement - "An organization has just held elections for all of its 4 officers.  Each officer has a 4 year term of office, with staggered elections - chairman and treasurer were scheduled for 2020, vice chairman and secretary in 2022." -  all four offices were elected at the same time? Why were the elections not staggered this time?

In these circumstances the proper procedure would have to been to postpone the motion to the next meeting, or if those questions that needed resolution might take further review, to refer the motion to a committee charged with researching and providing recommendations to resolve those questions.

It would come up as unfinished business at the next meeting of the same body, provided that meeting occurs within a quarterly time period. If the next meeting can not be held within that time period, the motion would 'fall to the ground', i.e., it would cease to exist and could just be made anew whenever possible. Why wasn't the motion put to a vote?

The minutes should reflect exactly what happened - the motion was made by Mr or Ms ______ , but was not put to a vote.

As Mr. Merritt has pointed out, and you have confirmed, the reference in your bylaws to past president, by itself could describe more than one person. But I agree that because the reference is to "the past president", it is most likely intended to describe the immediate past president. Clearly this is subject to your organization's interpretation of its bylaws because the language used is not precise. But if you insist on keeping the (immediate?) past president as a board position - which you can see is not a recommended option - you need to amend the bylaws to more accurately describe which past president they are describing.

Alternatively, be aware that there is really no downside to eliminating this person as a board member. If you wish to use your immediate past president's experience as a board resource - or in fact, any past president's experience - the board is free to invite him (or them) to attend board meetings at any time - even by invitation to executive sessions if deemed necessary - to provide whatever help they can.

In the five member board described here by Ms Snow, there are clearly limitations, based on both the extent of other administrative duties for each office and on common sense, on which two of the offices could reasonably be held by one person. Common sense prohibits one person from being president and vice president, since the primary responsibility of the vice president is to preside in the absence of the president. It would also be very difficult for one person to satisfy the requirements of the president and the secretary during meetings. And depending on the extent of additional responsibilities assigned to other offices, it could easily be overwhelming, e.g.,  for the president to also assume the duties of the treasurer. For this particular board, it seems that limiting one person to one office is clearly the way to go.

Since RONR has no such three-reading rule, you won't find an answer here. For what it's worth, under RONR, a motion can be amended, even multiple times, and then voted on all at the same meeting.

I  don't know where your "Rules & Procedures" fall within the hierarchy of your governing documents, but it seems to me that nothing short of a bylaw-level rule could empower an executive board to set the terms of procedure for a general membership meeting.

No, it is not true according to RONR. If the committee presents a proposal to the board for the board to consider and take action on, all members of the board are entitled to debate the proposal, offer amendments, or take any other action. Once moved by the committee, the proposal is now in the hands of the board.

Yes, a board member who served on the committee that presents a proposal can vote, as a board member, against the proposal.

Postpone indefinitely also applies only to the end of the current session. A motion postponed indefinitely could also be renewed (i.e., moved again) at any subsequent session.

Assuming that this procedures manual falls under your committee's purview, you should be able  to present the proposed amendments to your committee for them to decide whether to incorporate them into the final form of the manual to be presented to the general body for their consideration. As for your presentation of this manual to the general body, it would certainly make things a lot easier if you provided written copies to the assembly, even better if you can provide them before the meeting if possible. A 75 page document is very likely too much to be presented orally, especially if the body hasn't had chance to see it beforehand.

Once you o present it and move its adoption, it will be  open to amendment by the general body. If there are any amendments that were proposed during the initial review that your committee decided not to incorporate into the manual, they could be proposed again at this time. 

Under RONR, an ex-officio member of a particular assembly is a member by virtue of an office that person holds - e.g., the president being an ex-officio member of all committees except the nominating committee. Ex-officio members have all the rights of membership, the same as any other member of the assembly. Your rules specifically prevent the chairperson of CPP from voting, but apparently do not address the other rights of membership. The consensus here would be that all other rights of membership such as making motions and participating in debate are retained. But if there is any question on this, it is up to your organization to interpret its own rules. RONR recognizes only members, with all rights of membership, and non-members, with none of the rights of membership, and does not address levels of membership in between these two limits.

It is not necessary to have a provision in your bylaws strictly to increase the dues. If your bylaws specify the dues amount, then you will need to amend the bylaws to increase that amount, following whatever procedures your bylaws require for their amendment. If your bylaws specify that dues will be collected, but do not specify the amount, then they might indicate who has the power to set the dues amount - either the board, or the membership alone. When the bylaws do not specify the dues amount, an increase would most likely be through the motion to amend something previously adopted, since you would be changing an amount previously approved. This motion requires a 2/3 vote if no previous notice is given, a majority vote if previous notice is given, or a vote of a majority of the entire membership. For an issue like a dues increase. I would strongly recommend giving previous notice.