Richard Brown

Mr. Baxter, I think that every one of us, in one way or another, has asked that you post the language from the bylaws regarding write in candidates. I specifically asked you, several posts up, to post the exact language from the bylaws regarding write in candidates. To date, you have not done so. In my opinion that is critical information which we need in order to properly respond to your question. Without that information, we are really just speculating as to whether and to what extent write in candidates are permitted and whether they are permitted in subsequent ballots.

I agree with this and had actually intended to suggest it in my answer. It may be the best way to avoid a possible awkward situation. For the parliamentarian to remain silent during debate on the recommendations might take a bit more self-control unless the rules are suspended to permit him to speak in debate. I think he might also be expected to respond to questions (requests for information) on the proposed changes. (Note: I'm not suggesting that the rules be suspended....but merely pointing out that option).

No, they should not. See the following language on page 414 of RONR: " Balloting Procedure. In balloting in a meeting where the voting is in the same room as the meeting, the chair appoints tellers to distribute, collect, and count the ballots, and to report the vote. The number of tellers is dependent on the number of voters, and the number of offices to be filled or questions to be answered, or the number of candidates. For a small group, two or three tellers are usually sufficient. The tellers should be chosen for accuracy and dependability, should have the confidence of the membership, and should not have a direct personal involvement in the question or in the result of the vote to an extent that they should refrain from voting under the principle stated on page 407. Often their position with regard to the issue involved is well known, however, and they are frequently chosen to protect the interests of each opposing side. They normally vote themselves." (Emphasis added). Note that this provision does not specifically prohibit a candidate from being a teller, but the better procedure is that the tellers not be candidates, although it is generally permissible and sometimes even customary that the candidates are permitted to witness the counting of the ballots.

This is getting into a grey and perhaps dangerous area as far as RONR is concerned. Here is the pertinent language from page 467 of RONR re the duty of a member parliamentarian to maintain an appearance of impartiality and to not participate in debate, make motions or vote except when the vote is by ballot: "A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair's prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion." I'm sure others will weigh in with their opinions, but I think that if it is desired that the member parliamentarian be allowed to do those things you mentioned, it is best that the society adopt a special rule of order specifically permitting the parliamentarian, if a member of the society, to serve on and to chair the bylaws committee, to participate fully in its deliberations, to report on behalf of the committee, to make motions on behalf of the committee (and, if desired, to participate in debate and or make motions and vote in the assembly regarding recommendations of the bylaws committee). Such a special rule can be tailored to fit your particular needs. I am assuming that he was appointed to the committee by the chair or the assembly and that the bylaws do not specify that he shall serve on or chair the committee. If the bylaws specify that the parliamentarian shall serve on or chair the committee, that changes things somewhat. Another alternative, if this is a one-time occurrence and not routine, is to suspend the rules so as to permit the parliamentarian to participate fully in the deliberations and report of the bylaws committee and in the deliberations and votes on committee recommendations when the recommendations are being considered by the assembly. Stay tuned and check back regularly. I suspect some of our regular posters may be of the opinion that the member parliamentarian may not do any of those things without suspending the rules or adopting a special rule of order. There may also be others who see nothing wrong with the parliamentarian doing the things you specifically mentioned in your quoted post. Ultimately it is up to your society to determine to what extent the member parliamentarian can participate in these enumerated activities. If someone raises a point of order that it is not permitted, the chair should rule on the point of order. If there is no appeal, then that is that: the chair's ruling is final. If there is an appeal from the chair's ruling, which requires one member to appeal and another member to second the appeal, the issue is decided by a vote of the assembly. It requires a majority vote to overturn the ruling of the chair. A tie vote sustains the chair's ruling. The decision of the assembly on an appeal is final and is precedent (until overturned) on the same issue if it comes up again at a future session. Keep in mind that even if the chair (or the assembly) rules that the anticipated actions are not permitted, the rules may still be suspended by a two thirds vote to permit it in this particular case.

Byron, as other comments suggested, please quote the exact bylaws provisions regarding write-in candidates. Please quote exactly, don't paraphrase.

Guest Ray, in the future please ask a new question by starting a new topic, even if it seems that your question fits with an existing topic. Mr. Gerber explains how to start a new topic in the first pinned post in the forum. It says, "IMPORTANT, READ THIS FIRST" That's the custom and preferred procedure in this forum.

As Mr. Katz pointed out, it depends on the exact wording of the bylaws. However, based on the information you have provided, it appears to me that the quoted provision applies only to the National Organization and that state and local affiliates are free to adopt their own provisions regarding their own nominating committees. I do not interpret the quoted provision as requiring that the state and local affiliates be bound by that provision. Ultimately, however, it is up to the organization itself to interpret its own bylaws. The bylaws need to be looked at as a whole, as there might be other applicable provisions and it may be possible to determine the intent based on a reading of the complete set of bylaws.

I agree with Mr. Katz. Your organization is free to adopt a rule or a bylaw Amendment requiring some sort of waiting period for situations such as this, but in the absence of such a provision, a defeated motion can be renewed (made again) at each subsequent meeting (session).

Agreeing with the responses by Mr. Harrison and Mr. Huynh, an entry in the minutes is not necessary to prove that a motion was adopted. The minute entry is merely evidence of its adoption. Once the minutes are approved, they might become prima facie evidence of the adoption or non adoption of a motion, but nonetheless evidence which can be overcome with sufficient other evidence that the motion was or was not in fact adopted.

As long as it doesn't have anything to do with approving the minutes! 😈

I'm not sure just what your situation is or exactly what you are asking, but knowing what little I do know I don't see a problem with it. In fact, I believe it is a rather common custom. Why have meetings when it can all be done in one meeting? My own city council usually has agenda items that require a public hearing and items that do not require a hearing. But they take up both types of matters at the same meeting. They just conduct a public hearing on those items which require one. I think that in order for us to give you any better advice you will need to provide us with more details. btw, I agree with Mr. Katz and Mr. Novosielski that there is no rule on the subject in RONR. This almost certainly a matter of interpreting your own governing rules and law.

Yes, that is correct. The wording as presented to the membership should be exactly as approved by the board. This is not to say, however, that the membership cannot amend some or all of the motions when the membership takes them up. Normally, when a board recommendation is being voted on by the membership, the membership may amend it. We haven't seen your rules, however, so we don't know if that is the case in your organization with these particular new rules. But, the rules as adopted by the board should be presented to the membership with the exact same wording.

isn't the reply about three or four comments up from "Guest Yes..." from you? Perhaps you didn't add your name and the system used the first word of your post, "Yes" as your name.

Short answer, no. No one can edit what the board adopted. They should be reported out and recorded in the minutes and "rule book" (or membership book) exactly as they were adopted. However, I have a question: Does the membership have to approve or adopt these new standing rules before they become effective?

In addition to the errors pointed out by J.J., the member who moved for the "break" and who "called the question" had not been recognized by the chair. As with the other errors, however, those breaches would have required a timely (immediate) point of order and none was made, so the results stand. We sometimes refer to the rule requiring a timely point of order for most breaches in procedure as the "You snooze, you lose" rule. If you don't raise a point of order immediately, it is deemed waived.

There are several threads (well, a few, at least) in this forum which discuss adopting a special rule of order that permits the member parliamentarian to participate in meetings to the same extent as all other members..... or to whatever extent is desired. My own local NAP unit has adopted such a special rule of order because too many of the most knowledgeable members were not willing to give up their right to participate in debate and make motions in order to serve as parliamentarian. An alternative is for an organization to not actually appoint a member parliamentarian, but to have one or more members who are willing to serve informally as an "experienced member" who the chair can call on for questions regarding parliamentary procedure as described on page 254: "Before rendering his decision, the chair can consult the parliamentarian, if there is one. The chair can also request the advice of experienced members, but no one has the right to express such opinions in the meeting unless requested to do so by the chair." (Emphasis added). I imagine such a person might be considered the "de facto" parliamentarian mentioned in previous posts. The special rule of order which my local NAP unit adopted regarding the "member parliamentarian" reads as follows: "The Unit Parliamentarian shall retain all rights of membership." It's not wording which I would have preferred, but it is what it is and we all know the purpose of it. We also know that a special rule or order cannot bestow the right to vote to a non-member, but I suspect this rule might have the effect of granting the right to speak in debate and to make motions to a parliamentarian who is not a member of the unit. I would have preferred language which specifically makes the rule applicable only to a parliamentarian who is a member of the unit. Such language could be, "The Unit Parliamentarian, if a member of the unit, shall retain all rights of membership". Edited to add: Our unit bylaws do require the president to "appoint a Parliamentarian subject to the approval of the elected officers". The bylaws do not specify whether the parliamentarian shall be a member, but I'm not aware that a non-member has ever been appointed parliamentarian.

We have had a lot of discussion on this "question", but I think this statement of facts and question are so vague that I really don't know exactly what fact situation Guest Confused is referring to or exactly what his question is. I am especially lost as to the last incomplete sentence. I have no idea what our guest is asking.

This sounds to me very much like a "Motion Relating to Methods of Voting and the Polls" as described in RONR in Section 30 at pages 71, 283-286, 409-412, and 438. It seems the bylaws make plain that the State Central Committee can adopt a motion relating to the method of voting to be used at a convention when there are three or more candidates for a position. The ultimate determination of just what this means is up to the society itself, but I think the referenced sections of RONR can serve as a pretty good guide.

Well, although the president can make suggestions just like every other member, I don't think he should actually be making edits to the draft minutes. The secretary's draft is HER (or his) draft and nobody has any right or business making changes to it. He can, however, submit his own version if he wants to. Such a submission should not be treated any differently than any suggested change to the draft minutes.

I would check the reading of that statute and other related statutes re board authority carefully. Such statutes usually contain language at some point in the section on non profit corporations which says "Unless otherwise provided in the bylaws" or "unless prohibited in the bylaws" or "unless permitted in the bylaws". Look carefully for such limiting language. Such language is sometimes contained in the particular provision dealing with that issue and it is sometimes placed early on in the section on non profit (or for profit) corporations and will say something to the effect that "Unless specifically provided otherwise in the bylaws or Articles of Incorporation, a corporation (or board) under this title may:" And then follows a long list, sometimes each a different code section, of things the corporation or the board may do.... but they are all subject to that earlier clause which says "unless provided otherwise in the bylaws". Don't take a particular provision in isolation. Several provisions often have to be read together.

Not pursuant to the rules in RONR. Everyone is free to offer unsolicited suggestions to the Secretary. However, I suppose you could amend the bylaws or adopt a special rule of order that prohibits anyone (or just the president) from suggesting changes to the draft minutes prior to the assembly taking up the reading and approval of the minutes. I question the wisdom of such a rule and in fact think it would be unwise, but you asked if it is possible.

Agreeing with Mr. Katz, in at least two places RONR makes it plain that a request to change one's vote after the result has been announced must be made immediately after the announcement of the vote result and can also be done only with unanimous consent. It seems clear that asking to change a vote after the meeting has adjourned is out of order. See, for example pages 48 and pages 408-409.

As Mr. Katz pointed out, it is ultimately up to your organization to interpret its own bylaws. I personally interpret that provision as being permissive, meaning that a vote may be taken by mail or electronically in a particular situation as directed by the membership or, if authorized, by the board. I personally do not interpret it to mean that all votes must be taken electronically or by mail. Regarding your statement above that I have bolded, I agree with guest Zev that you should take particular note of the strong admonition in RONR against combining votes of absentee members with the in-person votes of members in attendance at a meeting. There are many reasons for this admonition. You either vote in person or vote by some form of absentee voting, but you should not normally combine the two. I will, however, give you two examples of why it is a bad idea. First, what happens when a motion, such as a proposed bylaw amendment, is amended on the floor? It is no longer the original proposal that absent members were voting on. In essence, you will then have the absentee members and the in-person members voting on different proposals. The second example has to do with elections. If additional nominations are added from the floor at the meeting, or if candidates withdraw, the members who voted absentee are not even aware of these changes in candidates. The list of reasons why combining in-person votes with absentee votes is a bad idea goes on and on. The fact that you might have done it in the past certainly does not create controlling precedent. If you have done it enough times, it might have created a custom, but a custom must fall to the ground on a point of order if it is found to be in conflict with a written rule. In addition, a custom can always be changed by means of adopting a rule to change it. It is my opinion that combining in-person voting with absentee voting violates the clear admonition against doing so contained in RONR.

Huh?

After reading Josh Martin's most recent post, I, too, am convinced that the nominating committee is indeed proposing a "slate" which is apparently subject to a yes/no vote unless there are other nominees.