Gary Novosielski

That makes sense, but it may be a distinction without a difference. The chair, if on the ball, should not allow a defective postponement, but if one slips by, it should be interpreted in a way that does the least damage. Still, if the postponement were considered null and void, that should cause the matter, if pending at the time, to come up at the next meeting under Unfinished Business or, if an incidental main motion to postpone were declared void it would leave the next meeting free to consider the matter. So deeming the matter as postponed to the next meeting, and declaring the postponement void have essentially the same effect. However, if as appears to be the case here, a committee has already been charged with the task, I believe an incidental motion to postpone is not appropriate. The matter is not in the hands of the board at that point. If this committee reports to the board, it could instruct the committee to delay action, but if not, the matter appears to me to remain out of the board's hands.

Recommendations can be sent to members by email, but voting can only occur at a meeting, by members who are present. RONR, for such matters, does not require a vote threshold above a majority of those present and voting.. I don't understand what a "financial member" is, or why "on the roster" would be significant in this context.

Defeated motions should definitely be included, if the rules in RONR apply. RONR requires the inclusion of all main motions made or taken up, except, normally, those withdrawn; the exact wording of the motion as it stood at the time it was adopted or otherwise disposed of; and, if referred, postponed, or otherwise temporarily put aside, notations of any amendments or secondary motions adhering to the question that were pending at the time. Note that this all ensures that if the motion is to be taken up again in the future whether by the assembly or by a committee, the parliamentary condition of the pending motion is preserved. And since defeated motions constitute a decision of the assembly, they should be recorded as well. Note that these rules apply to any motion made, so even motions which die for lack of a second should be included.

Quite a long discussion. My take is that the rule in the bylaws, since it confers a right upon non-members of the board who are members of the society, may not be suspended. However I do not think that the "right to speak" includes any right to "speak in debate". RONR clearly draws a distinction between the two. The Board is instructed to allot time for (general) members to be heard. Allot (verb, to give or apportion) contains an implicit power to limit the amount of time that is allotted. Thus the Board would have the power to adopt rules limiting, to a reasonable degree, the length of time an individual member may speak, as well as the overall time period or periods during which such members may speak. But the limits adopted should comport with the intent of the bylaws provision, not attempt to thwart it. A workable example, adopted by a board on which I served, was to allow thirty-minute periods for comments, with each comment limited to three minutes, unless either limit was extended by majority vote (or unanimous consent). During each meeting, two such comment periods were scheduled: one at the start of the meeting, and one after the completion of business and before adjournment. The second period rarely drew any comments at all.

If the rules in RONR apply, non-members (of the board) may not attend unless granted permission by a majority vote. If the two members disagree, then a motion to allow non-members to attend will presumably not achieve a majority.

Since the rule against making motions, like the rule against speaking in debate, is in the nature of a rule of order I see no reason why it cannot be suspended. RONR makes no attempt to exhaustively list every rule which may be suspended, so nothing should be inferred by the omission. The reason that speaking in debate is mentioned is to emphasise that the privilege of speaking can be extended to non-members by a majority vote as long as it is not during debate. Since there is no rule interfering, assuming the assembly is amenable, there is no rule to suspend. But there is a rule that interferes with non-members speaking in debate, so permitting it would require a 2/3 vote to suspend that rule. Voting, on the other hand, is fundamentally different, and the rule that only members may vote is expressly stated to be non-suspendible. However, let's not lose sight of the fact that the original question had nothing to do with participation by non-members. It was about allowing absent members to participate by conference call. I hope we can agree that members have a greater claim to making motions than non-members. So I think that the rule that only present members may vote, being the only rule explicitly identified as non-suspendible, is the only one that need be excepted from the motion to Suspend, and that a motion that they be allowed to "participate fully" otherwise, would be in order and would confer the right to make motions and presumably second others.

Does the board vote itself in? Is there no membership?

If the rules in RONR apply, when the president resigns, the vice-president becomes president automatically for the unexpired remainder of that term, and a vacancy is created in the office of vice president. Your rules apparently differ, since you "voted in" the VP as an "interim" office that RONR does not recognize. If your bylaws actually authorize that, then follow your bylaws. Otherwise, resolve to follow the rules in RONR properly. In any case, terms begin and end when the bylaws say, not when people enter and leave them. When the president's term ends, a new election is held. Mark may run for that office then, but he certainly can't begin a new term of office a year before being elected to it.

From what little I know of the subject (i.e., very), the term per-capita voting is used to distinguish it from per-share voting. In other words a count of heads rather than shares. As this OQ seems to involve delegates, possibly with different voting strengths arising from the size of their constituency, a per-capita vote would be a one-delegate-one-vote tally, without respect to any weighted vote considerations. This is a wild guess, of course, but if it should happen to be right, I would say that the answer to the OQ is No. The proper method of voting on a given issue is not something that can be switched midstream because someone didn't like the outcome.

Yep that sounds just like most boards I've known, with little regard for what the bylaws say about the extent of their powers. 🙂

And I'd bet cash money that that rule is among the least observed in all the convention rules. I have seen more than one example of a convention where alternates and delegates swapped in and out of their seat on a minute-by-minute bases, as one or the other went out for a hot dog, and not a rule to be found on the matter. And no, I did not raise a point of order, as I placed a higher value on my hide.

I concur. Yes, RONR is somewhat vague on that, but it seems to me that making motions is more like debating than it is like voting.

From the facts presented, it appears that you have had no Board since April 30th. So there are no board members to meet, and nobody authorized to conduct board business. If there are important matters to be decided before the election in September, the membership as a whole may meet, but if there are no general membership meetings schedules, I don't see how they could meet to scheule one. Rather a Catch-22 situation. Do your bylaws have any method for calling a Special meeting of the membership?--preferably one that does not rely on the actions of a President or Secretary, as it appears you don't have either right now. In September, if you have no president in office, any member may call the meeting to order, and hold a quick election for a president pro tempore, who will preside over remainder of the meeting, and the election of all officers including the actual president. Either or both of those temporary presiders could presumably be the ex-President.

I'm sure that what you meant was that the members were notified not that it "would be split", but that a bylaws amendment to that effect would be presented to them for their consideration.

Who prepares the agenda? Is it the Mayor alone? When you say the Council has "voted on items", do you mean that the council has voted that these items be included on the next agenda? If the rules in RONR apply, and we treat the Mayor strictly in the role of presiding officer, the mayor would not have the power to remove items that have been ordered included by the council. But in public bodies, there are often regulations that go well beyond, and which supersede, the rules in RONR. These rules sometimes afford powers to a Mayor that go beyond those afforded by the rules in RONR.

I see no harm in including in the notice of the bylaw amendment words to the effect that, should this amendment pass, nominations and elections to fill the newly created offices will be in order at this meeting. I agree that such an explicit reminder may not be technically required, but I think it would be politically advisable.

They have no right to participate, but this can be fixed by adopting a motion near the beginning of the meeting, to Suspend the Rules and permit absent members to participate fully via conference call, with the exception of voting. It's worth including the exception in the motion for clarity, even though omitting it would not confer the right to vote. The prohibition against absentee voting may not be suspended. Some might even argue that without the exception the motion would not be in order.

How does this square with the rule prohibiting a board from delegating its powers? Would this not have to be in the bylaws?

Maybe it's worth pointing out that postponing an item of business would require a quorum to be present, while adjourning to a future date would not. By following the rules in your bylaws for their own amendment, you could, if you anticipate this is likely to happen again, amend the bylaws to add a provision that this rule may be suspended; by whom--by default, the body to whom this committee reports; and by what vote threshold--by default, a majority.

I'm assuming you have a large number of special rules regarding elections, because the rules in RONR vary from this substantially. If the rules in RONR apply: The report of the nominating committee (presuming where the "slate" came from) is not in fact a "slate" but rather a list of nominees for each the various offices. After the report is provided, the chair must open nominations for these offices from the floor. Nominations can be made by any member, and do not require a second. Elections for each office are conducted in the order that they appear in the bylaws. [Do your bylaws refer to voting by ballot for election?] If desired, ballots may contain sections for each office, but these are treated as if each section is a separate ballot. Write-in votes are permitted. If a ballot is required in the bylaws, then a ballot must be held even for candidates who are unopposed. Motions that the secretary cast a unanimous vote are not in order.. If ballots are not required, or if the bylaws explicitly allow it, an unopposed candidate may be declared by the chair to be elected by acclamation, i.e., without a vote. So RONR may not be very helpful if your bylaws or special rules of order supersede any of these rules. Ordinarily RONR recommends that if a nominee withdraws and if there is time, the committee should reconvene to select a replacement. It's not clear what "if there is time" means in your case. If there is no time, nominations from the floor would solve the problem. Failing that a write-in vote would do the job. It sounds like your custom rules may have ruled out all the solutions normally available.

I'm curious where the Executive Board gets the authority to approve or amend bylaws amendments proposed by a general member. What would be the effect of such a vote? To whom do the Rules and Bylaws Committees report; the board, the membership, the central committee, something else? It is possible to move to "Suspend the Rules and Pass the resolution [...] with the following amendments", but that would not allow for any debate/discussion, no way to perfect any of the amendments, and if seconded would lead to a straight up or down vote. Anyone with even a small concern would have no choice but to vote it down, and a 2/3 vote would be required for passage. But i'm still wondering if the board really is authorized to have such control over bylaws amendments.

Okay, let's see. If you're presiding, you can rule on the matter as a point of order. I suppose you could contact board members and inform them of your intention to rule the motion to Lay on the Table null and void, but doing so would not be an official ruling until made at a meeting. As I see it there are several reasons to support such a ruling. The Motion to Lay on the Table is not in order if the intent is to postpone a motion for reasons other than to consider a more urgent matter. The proper motion would be a motion to Postpone to a Certain Time. Even assuming that the motion is deemed to have been a misspoken motion to Postpone, it is not clear that any pending motion was being postponed. (Was any motion regarding judge selection before the board at the time, or was this just out of left field?) The board has no power to amend, suspend, or ignore a standing rule passed by the assembly, so even if there were a motion regarding judge selection before the board, that motion itself would not be in order and, if passed, would be null and void. A motion to Postpone to a Certain Time cannot postpone any matter beyond the next regular meeting, so even if such a motion were otherwise in order, the motion as made would be out of order and, if passed, would be null and void.

It's common for the president of the society to preside over membership meetings as well as meetings of the Board, if any. And the secretary is typically the recording officer for both types of meeting. The reports of officers are a part of the standard order of business. But the Board is not in session during a meeting of the general membership, and board members who attend are present only as members of the general assembly, with no more rights than any other member. Anything else is improper, unless you have special rules The board has no business "heading up" a general membership meeting, as the board is completely subordinate to the general membership, if the rules in RONR apply.

I don't necessarily disagree. But if that is the right way to read it, I'm still curious what happened to the main motion. And I'm pretty sure you're right about the intent. That's why I believe the chair should be taking a more active role in helping the members phrase such motions properly and in identifying the effect that these motions would have. In this case, it seems that the chair is marginally, if at all, better informed than the average member seems to be. But that can be easily fixed, and should be. This does not sound like one of those cases with people entrenched against doing things according to the rules. It sounds like they'd be quite happy to do things properly, but are just not sure what that is.

Nothing in RONR would prevent the chairman from participating, but depending on the nature of this body (school board?) there may be state regulations that would require the chairman to recuse himself. In some jurisdictions, the son would not be eligible for employment at all. Tell us more about the nature of this <board?>.