Gary Novosielski

Well, being "deemed interim" is not something that RONR deals with. The word "interim" appears only once in RONR and only in connection to interim reports. Presuming (perhaps generously) that The resignations were properly tendered and accepted The board is empowered to fill vacancies created by resignations The board did properly fill the vacancies, albeit upon recommendation by the president Then, if the rules in RONR apply those persons appointed are members, and adjectives such as "interim" or "permanent" are misleading, of no effect, and inappropriate. These new members would serve for the unexpired remainder of the terms of their predecessors, with full membership rights including the right to vote. So that's where I'll leave it.

I believe that the information in FAQ#20 would likely be applicable, even if it had to be applied multiple times. The procedures in RONR at least, are written from the point of view of charging individuals, and protecting the rights of individuals. But nothing prevents the charges from being brought against multiple individuals. I am not certain, but I believe that in the case of an entire board, the names of all the individuals could be included in single motion, but I think this motion could be divided on the demand of a single member--most likely one of those charged, if he wished to distance himself from the actions of the remaining members, or for some other reason wished to present a different defense.

I was going by the bylaws quote that said the remaining board, not the president, could fill vacancies. But I won't assert that this is by any means clear. and it seems the more information we get the less clear it is.

No, a candidate would still need a majority of the ballots cast unless you have a rule allowing election by a plurality.

See if your answer is found in FAQ#20. And if not, add your questions to this thread.

"Interim members" improperly appointed by the president.

In fact, they do not even have the right to show up.

At the risk of sounding overconfident, I think if you put two documents in front of me, one produced today, and one produced in 1917, I would have no trouble telling which wa which.

According to RONR, nobody but the membership is qualified or has the authority to interpret their own bylaws. Based on the experiences of many visitors here, I'd say that an attorney is probably not the best solution nor, as you have noted, the most affordable. A professional parliamentarian, however, should be better able to help you interpret articles that you're having trouble with.

RONR advises strongly that any rule allowing in-person and absentee votes to be counted together is a poor rule indeed.

Wait, what? No ballot will not be sent? I think you had it right the first time.

If the bylaws do not authorize the president to do this, then they are no more "interim members" than if I named them "exalted smarty-pants". In fact, (why not?) I do hereby name them exalted smarty-pants. Have you noticed any change? Me neither. :-) Any classes of members, be they I.M., or I.S.P, must be in your bylaws or that sort of member does not exist.

Although several of the forum members are accomplished attorneys, I think they'd agree that lawyers are not always the best source of advice on parliamentary matters. While they would presumably be knowledgeable on matters of Florida law, I would certainly feel better about your description if, instead of changing their minds after being questioned, they had instead changed their minds after reading your bylaws. Also, attorneys do not "allow" things to happen any more than parliamentarians do. They both provide advice to the person or body that is charged with making the decision. That likely means your assembly or authorized officer. If neither your bylaws nor superior law authorize absentee voting, there is little room for alternative opinions on the matter. And if your bylaws simply specify a ballot vote, there is no reasonable interpretation that the ballot should be anything other than secret.

If the rules in RONR apply, you don't need an agenda at all. If you have none, the standard order of business applies, which is: Reading and Approval of Minutes Reports of Officers, Boards, and Standing Committees Reports of Special (Select or Ad Hoc) Committees Special Orders Unfinished Business and General Orders New Business Motions arising out of reports (e.g., if the report contains a recommended motion) would be handled then, not postponed until New Business. This is a bizarre idea with no support in RONR.

A new election and very possibly a new parliamentarian.

When a contract is being agreed to by two parties, and if one or both are organizations, not individuals, and if the question of approving is one that is decided by the membership, as opposed to being a power held by one or more officers, then the assembly must vote on it. Although both parties to the contract must be in agreement, it does not seems unusual to me that someone has to go first. What does seem unusual is that the details would not have been worked out between both parties in advance.

It depends on what your bylaws say about how notice of a meeting must be sent. By postal mail? By e-mail? In writing? In person? According to RONR, e-mail satisfies a requirement if the bylaws simply say "in-writing", but only if the member has agreed to receive notice in that way. This applies to all members, not just the one being charged. A special meeting is not "properly called" unless notice is given to all members, in accordance with the bylaws. What do yours say? The only business that may be transacted at a special meeting is that described in the call (notice) of the meeting. If the meeting was called for the purpose of hearing charges against this one person, then the chair was correct in not considering other business. The countercharges can be handled as a separate question, after going through whatever mechanism you have for such charges.

Then it appears that you do not have interim members after all.

It appears based on what you have posted that only in-person and proxy voting are allowed. I see no mention of absentee voting, and I therefore suspect that it is prohibited. If that's the case then absentee members may not vote, except by giving a proper proxy to someone who does attend.

Only the chair can make rulings. Parliamentarians give advice. But the parliamentarian may have given the correct advice. You say "we allowed" absentee votes. Who is "we" and how did "we" do that? If your bylaws do not contain a rule regarding absentee voting, then it is prohibited by RONR. Was that part of the basis of the parliamentarian's opinion? "Members were asked" by whom? And on what authority? Was this a decision of the assembly, or a directive from the chair based upon.... well, on what? The assembly itself is the final arbiter of whether a ballot is valid or not. If there is a question raised by the tellers, it is referred to the assembly, not to the chair the parliamentarian, or the bartender. Failure to properly record a vote for one office may not be used to invalidate an entire ballot that contains other, valid votes. (It is inconceivable that a parliamentarian would not know that.) These members who "are objecting"--how are they doing so? Grumbling and complaining to each other? If members were improperly prevented from exercising their right to vote, and if that number could possibly have affected the outcome of the vote, then the vote is null and void and a member should formally raise a Point of Order to that effect at the next meeting. and be prepared to raise an Appeal if the ruling is unfavorable. A new election is the only remedy I can see.

RONR only recognizes "members" and "non-members". How do your bylaws define "interim" members?

No, that's not what it says at all. The quotation marks are misleading and inappropriate. That section clearly refers to societies that have regular general business meetings of the membership, one of which is designated the Annual Meeting. It says nothing about boards. In fact societies that follow that procedure are less likely than others even to have boards.

No. The minutes are a record of what was done, not what was said. And the assertion isn't even close to being over the line with respect to decorum in a meeting. Sounds like a tempest in a teapot.

A meeting of the membership is not a meeting of the board. Board members may attend membership meetings as members, if they are members, but not as "board members", since the board is not in session.

No, you haven't voted twice on the same subject at all. When you vote on amendments, the subject is, "What should the motion that we're considering actually say?" When you vote on the motion, the subject is, "Should the society do what the motion (now) says, or not."