Gary Novosielski

Ultimately, only your own membership can interpret your bylaws. And since you have customized rules, a full reading of your bylaws would be necessary to interpret those rules in context. It's pretty clear that four guys shooting the breeze in a barn somewhere does not constitute a meeting, and nothing they "decide" makes any difference. RONR does not have "run-offs". Where the rules in RONR apply, if a given ballot does not elect anyone, additional ballots are conducted until one of them does. No candidates are dropped (unless they withdraw) and new candidates may be added between ballots. Once the votes are cast there is no distinction between "official" (i.e., nominated) candidates, and write-ins. One vote is the same as another. So if all you have are write-in votes, and your rules require a run-off, then it would appear that a run-off you must have

Well, that seems to support the view that the votes are intended not be secret, as this body's members are responsible to a constituency who arguably need to know how their representatives vote. But this is usually accomplished by requiring that the votes on substantive motions must be taken by roll-call. A rising vote seems an odd way to accomplish this goal, since one would have to be in the room at the time to see how any individual member voted, and the votes are not recorded in the minutes.

Apparently this is an election for officers of the association and the entire membership is voting. According to RONR you can certainly re-open nominations, by majority vote. I don't know what you meant by "without the entire Board present" since at general membership meeting the board is not in session, because the meeting is not a board meeting, so the board can't technically be "present" although individual board members can be, presuming they are also general members. Your bylaws contain rules that conflict with RONR, and therefore what RONR says does not matter; you must use the rules in your bylaws. From what you've quoted, a run-off election is apparently mandatory. I have no idea what §5.01 of your bylaws says, but you need to follow that.

Not atall. I enjoyed it. I've been that drunk myself, in my youth. 🤪

Would the rule in 51:65 apply in that case? No one can make allusion in the assembly to what has occurred during the deliberations of the committee, however, unless it is by report of the committee or by unanimous consent.

I see what you did there.

No, that logic does not hold water in my view, for the reasons others have pointed out. Fortunately, the opinions of parliamentarians are not binding. Move "to Suspend the Rules and vote by ballot." And if the motion is ruled out of order, move an Appeal as discussed in RONR 12th ed. §24. Be familiar with the procedure and assemble support for the action in advance. The final decision on the question is up to the assembly, not up to one individual.

Truer words were never spoken.

Yes, i agree. I also had the thought that if it had a parent organization, there might be bylaws provisions that are mandated and not subject to amendment except by the parent. Perhaps @Bonnie E.would let us know what the reason was in this particular case.

I'm wondering on what grounds a proposed bylaws amendment might be ruled out of order.

No, it is not necessary for the person elected to be present, especially if they have stated in advance that they would serve if elected! They are to be notified, and have the opportunity to decline at that point. But if they were duly elected, positions can't just be "given" to others. The distrust and skepticism is therefore very well-founded. I will leave it to others to suggest whether this is a continuing breach of the rules. A lot depends on whether she was actually elected, or whether the clueless elder managed to convince the gullible members that they had no right to vote for her.

I too have seen many sights--the Eifel Tower, Machu Pichu, Kilauea erupting, the Northern Lights, the Southern Cross, and a host of bad bylaws. But I stand by my answer (including the disclaimer in my signature.) ☺️

A plurality of votes is sufficient to elect a candidate in most national elections, but not if the rules in RONR apply. Under RONR, no candidate is elected by less than a majority vote. In other words, the winning candidate must have more votes than all the other candidates combined. In your scenario, there are 9 votes for the leading candidate, but 11 votes for others. No one is elected and a second ballot is required. (This is similar to the process used to elect a Speaker of the House which took place earlier this month, which went 15 ballots before electing a speaker.) The second and subsequent ballots are not "run-off" ballots. No names are dropped, and in fact new names can be added. This is not exactly the same as the Speaker elections referred to above. In that process, nominations are made from scratch before every ballot. Under RONR, the list of nominees remains the same, unless individuals withdraw or nominations are reopened.

If a special board meeting is properly called in accordance with your bylaws, it must have a description of the business that may come before it, listed in the "call" of the meeting that is sent to all board members. Only that business is in order. The president alone does not have the power to cancel the meeting, and cannot stray beyond the business described in the call of the meeting. If the president does not show up for some reason, the VP or else any chosen member can preside, and if a quorum is present, may proceed with the business of the meeting.

You are not off base and that one member is badly misinformed. The full tally count of votes cast for each candidate, including write-in votes and even illegal votes, must be reported to the entire membership of the body doing the voting, without exception. Furthermore, as is stated in 45:40, (emphasis added): The tellers’ report is entered in full in the minutes, becoming a part of the official records of the organization. Under no circumstances may this be omitted in an election or in a vote on a critical motion out of a mistaken deference to the feelings of unsuccessful candidates or members of the losing side. In fact, in an election where a lack of majority requires a second or subsequent ballots, the vote counts must be announced after each ballot, so that the voters can be aware of how the votes are trending, which may well affect how they vote on the next round of balloting.

Those rules are in the nature of rules of order, and so cannot be adopted as Standing Rules. They would have to be adopted as Special Rules of Order (SRO), which have a higher threshold. With respect to your three points: 1. Special Rules of Order are meant to supersede the rules in the parliamentary authority. 2. SROs can change the default from RONR on the number and length of speeches. If you feel this change is inadvisable, argue against it when these rules come up for debate. 3. Questions are not limited in this way by RONR, but it's allowable to adopt an SRO to do so. I would agree with you that these are not particularly good ideas, but you can certainly argue against them when they come up for consideration. I'm not certain that just because the bylaws require a three-fourths vote for amendment that it necessarily follows that adopting Special Rules of Order would also require the same threshold, so I'll have to look that up. It sounds reasonable, since SROs supersede the rules in the bylaws. Does your language on parliamentary authority follow the recommended language? I.e.: The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt. Where the word Society would typically be replaced by an appropriate synonym.

But this is not an ordinary society, it is an elected school board. It is not unusual that the president sets the agenda. But there should be an opportunity for members to add things, even if only through the committee process.

Then almost certainly the small-board rules would apply. The president may participate fully without leaving the chair. See RONR (12th ed.) 49:21 Procedure in Small Boards.

The major difference between the types of rules you seem to be asking about is whether they are Rules of order (which may be: in the parliamentary authority, in the bylaws, or adopted as Special Rules of Order; or Standing Rules, which are not related to parliamentary procedure but to other administrative matters regarding how the organization is run. What they're called, or what book they're in is less important than the nature of the rule itself. Any motion that is passed which, rather than causing a specific action, is a continuing rule for future action, and remains in force (unless rescinded), is a Standing Rule if it is "in the nature of" a Standing Rule. This is an application of the walks-like-a-duck standard. The practical differences between those two types are what threshold it takes to adopt them, and how and when they may be suspended, rescinded, or amended. For a good background discussion of the hierarchy of rules, see RONR (12th ed.) 2:3 ff.

This sounds more like a legal matter than a question of parliamentary procedure. You should probably be speaking with an attorney.

An answer would require guessing at a dozen or so facts. Can you give a reasonably full description of your organization, the background, the current situation, what if anything your bylaws say with regard to this matter, and what your question is?

Then the question hinges on whether small-board rules were in effect. Please answer the question @Richard Brownasked: And what how many people were in the assembly that was meeting?

Well, I think that's the core of the question. I'm asserting that if the board retains an attorney to formulate an opinion on some legal scenario, it will almost certainly be supplied in writing, and when it is, then surely it should either be laid before the assembly, or supplied to all members (e.g. when members receive a "packet" prior to meetings). The same would be true for an architect's or engineer's report, or that of virtually any professional or other consultant retained by the board to produce some work product. I cannot think of a situation where the board sought to have some report compiled, but then shared with only certain members. It might be different if the professional was privately retained by one member, but even then if the board was asked to rely upon something in the report in arriving at a decision, that can't very well take place if the report is not shared with the entire board.

No. Unless you have some written rule that supersedes RONR, the president acting alone has no such power.

That rule would have to be in your bylaws, presumably in the section that authorizes co-chairs. If there is no such authorization, then you do not, in fact, have co-chars at all.