Bruce Lages

The (necessarily) very brief minutes of the inquorate meeting are typically approved at the next regular meeting. Special meetings do not approve minutes unless this has been listed specifically in the notice of meeting.

Guest Marcy - please be aware that the board can invite the secretary to attend any or all of its executive session and to take minutes - unless it would be inappropriate for the secretary to be present because of the business to be considered.

The comments you saw are correct. According to RONR. email voting is prohibited unless authorized in your bylaws or by an applicable statute. RONR also assumes that organization business, which is done by means of motions, debate, and voting, all occurs in a meeting at which members are physically present, again unless the bylaws specifically provide otherwise. It is important to note also that if the bylaws are going to authorize email voting or conducting business by electronic means, they are also going to have to provide for the rules by which such absentee voting or absentee meetings will be conducted, since RONR provides little or no guidance for those types of procedures.

If I am reading Mr. Honemann's argument correctly, he is considering the procedure discussed on p. 435 as a two-step process with independent action being taken by two separate entities - the nominee and the nominating committee. The nominee is certainly able to indicate his unwillingness to serve in office if elected (thus withdrawing as a candidate), but then it is the nominating committee that must agree to rescind their nomination of him in order to select another nominee. The original nominee does not have the right to unilaterally remove his name from the nominating committee's report, but the nominating committee does have the right to amend their report if they so desire (and if the 'sufficient time to do so' condition stipulated on p. 435 is met).

If your statement reflects accurately what the bylaws say, it appears that four members of the executive committee can call a special meeting regardless of what the topic(s) of that meeting will include.

You would actually need 197 voters or proxies for quorum. 196 is only 59.9% of 327 and therefore doesn't satisfy the 60% requirement. There is no rounding up or down when figuring vote numbers or quorum numbers.

While I agree that there seems to be substantial questions about this nominating committee's report, I would just point out that RONR does not require a nominee's consent for the nomination to be valid. In the case of your reluctant president, if the nominating committee sincerely believed he was the best candidate for the office (despite his stated reluctance), they would be within their rights to list him as the committee's nominee. They would also be able to reconvene, if possible, and select another nominee. Whether a candidate wants to accept an office or not gets sorted out after he or she wins the election according to RONR - if at the time the election results are announced an elected person declines to serve, another round of balloting is held for that office.

A viva voce election would not be appropriate with only one candidate and - obviously - no requirement for a ballot vote. What would you do if the nays were in the majority? Since there is an obligation to elect someone, RONR says that with only one candidate and no requirement for a ballot vote, the chair should just declare the single candidate elected by acclamation (p. 443, ll. 7-12).

Just to clarify my previous post - because there is probably one more 'acceptance' word than necessary - your custom seems to be to recognize resignation notices sent via text message as valid resignation requests. Accepting the resignation still must be done at a valid meeting.

If you have accepted resignations sent as text messages in the past, and you have no contrary rules, then it seems you have established this as a custom for your organization. Assuming the board is empowered to accept resignations, it still needs to be accepted, which should be done at a valid meeting, via a majority vote.

If this is an assembly of more than about a dozen or so people, the president - assuming he is chairing the meeting - should not be making nominations, even though it is his right as a member to do so. I think the answer to your second question is yes, it would create an appearance of impartiality, which is why he should refrain. Relative to your first question, if the president really does want to nominate someone (and can't convince someone else to make the nomination), he should turn over the chair to the vice president, make his nomination, and not return to the chair until the nomination process is completed. I can't see any circumstances where a statement such as "the chair nominates..." would be appropriate.

As to your first question, nominations are considered debatable by RONR. Therefore discussion of the merits of candidates - but never to the extent of personal attacks or denigration of character - is permitted under the rules in RONR. However, you organization appears to have rules of some form to the contrary. I'm not sure where "the election process" fits into the hierarchy of rules as defined by RONR, but if this prohibition of discussion is not in your bylaws, it would be possible to suspend that rule and allow discussion of the nominees. Saint Cad has answered your second question. With a ballot vote, there should always be space for write-in candidates, unless your rules prevent write-in votes.

When nominations and elections are done at the same meeting, there is no motion needed before the election process begins. It is possible to have a motion to close nominations, but this is usually not necessary, as the chair can declare nominations closed when there are no more nominations offered. (Additionally, a motion to close nominations is not in order if anyone is attempting to make a nomination.)

Well, not quite. By common english usage, the immediate past officer would be the last person to hold that office prior to the current office holder. No, not by the generally accepted definition above. The current office holder is current, regardless of how many consecutive terms he may serve. Incidentally, RONR does not recognize any role for immediate past officers.

The board will need to approve the minutes of this special meeting, which is typically done at the next regular board meeting. If it is your practice to email the minutes to all board members before the next meeting, then that it what should be done in this case. Your statement that members were not allowed to attend this special meeting suggests that it might have been conducted in executive session, meaning that what was discussed is not divulged to non-members, and what actions were taken are revealed only as necessary. If that is the case, it wouldn't hurt to remind the board members of this restriction when sending out the email of the minutes.

The general body can certainly establish the hours that the polls will be open, and those hours do not have to coincide with the meeting time. That decision will have to be made at a meeting, however, although perhaps, depending on the structure of your organization, your board could set those hours at a board meeting if the general body only meets infrequently. Note, though, that the announcement of the election results will need to be done at a general body meeting with a quorum present, unless your rules provide otherwise, or you adopt a special rule of order allowing the results to be posted outside of a meeting. edited to add: If you choose to have voting take place outside of meeting hours, you will need to use written ballots only.

I think you have to be a little careful with your wording here. As stated above, the Committee can certainly recommend things that conflict with the assembly's rules; they cannot approve those changes on their own, unless granted that power. Stating that they "cannot recommend to approve anything..." muddles the situation unnecessarily. Likewise - Yes, but if the assembly can rescind or amend its rules, it can therefore amend them to grant exceptions - unless the authority to do this is given in the bylaws to the dean exclusively, or unless what constitutes an 'exception' has a very narrow definition.

Nominations are opened for each office separately, in the order the offices are listed in the bylaws. No second is necessary, although seconds are frequently given. RONR notes on p. 435, ll.27ff, that some organizations hold nominations for all offices before proceeding to elections, while others conduct nominations, followed by election, for each office in sequence. Your organization is free to develop rules for either method.

I believe that the written notice as posted would not be sufficient to satisfy the RONR requirement that notice of a special meeting must describe the specific business to be transacted, in this case the removal of the president. However, as Mr. Huynh pointed out, the president's resignation and the subsequent election of new officers has resulted in the desired result being achieved. I'm not sure that anything can be done to reverse these actions at the moment, unless you want to start this process of removal without cause all over again.

I concur with Mr. Katz that to be in good standing seems to require only that the probationary period be completed and dues are paid. I don't see anything in the excerpts you've posted that relate being in good standing with the duties listed in Article V. In addition, the conflicting statements about Life members' right to vote do not appear to be resolvable using the interpretation principle of specific vs general provisions. As both Mr. Katz and Mr. Brown have made clear, your company is going to have to resolve this issue itself, either through a ruling by the chair and appeal (if necessary) in the short term followed by amending the bylaws to remove the ambiguities, or amending the bylaws before the election if that is possible.

Do I presume correctly that the board elects the president and vice president?

Only if the bylaws grant then that power. And that would appear to be a rather unusual power to be given to the Executive Board, at least in general terms. It is more common for the bylaws to grant the board exclusive authority over some aspects of the society's business, and I am only aware of one instance, in our own organization, where the bylaws grant the board the right to overrule a membership decision in one specific area of operation. If the bylaws do not grant the board exclusive authority, then the usual situation is that the general membership may overrule an action of the board.

Presumably, by withdraw his ruling you mean that the ruling is actually reversed from what it was originally. I only ask because of the precedent that is set by the chair's ruling on a point of order (p. 251, l.29)

That should be a 2/3 vote - to suspend a rule of order. Forget the majority vote with notice and the majority of the entire membership part.

Yes, I believe you could do that, since the bylaw rule specifying a majority vote is in the nature of a rule of order, dealing with the transaction of business in a meeting. But it will take more than just a majority vote to accomplish this because you will be suspending that bylaw rule. A motion to suspend the rules requires a 2/3 vote, a majority vote with previous notice, or an affirmative vote of a majority of the entire membership.