Richard Brown

I agree with Mr. Novosielski who appears to agree with my comments in your other thread on this issue. For future reference, it is usually best to ask follow up questions in the same thread unless the new question is completely unrelated to the initial question. In your case, they are directly related, but people who read this thread and haven't read the other thread will likely be lost because most of the key information is provided in the other thread. Edited to add: Here is a link to Guest Diane's earlier thread which provides the background: https://robertsrules.forumflash.com/topic/32802-4th-quarter-membership-enrollment/

Actually, a coin toss CAN be used to settle a tie vote in an election without violating RONR, but only indirectly. If the election is for an officer as defined in RONR, it can be decided only by a majority vote unless a bylaw provision provides otherwise. So, the assembly cannot properly permit the election to be directly settled by a coin toss. But, the candidates themselves can agree between themselves that one of them will withdraw from the race based on the result of a coin toss. There technically still needs to be another ballot taken, and the members can technically continue to vote for or write in the name of the candidate who withdrew, but as a practical matter the coin toss usually settles the election impasse. If you search the forum using the search words "coin toss" you will find several threads on point. BTW, I suggest that when doing a forum search, it is almost always best to choose the selection for "all search terms" rather than "any search terms". Using the default setting of "any search terms" usually yields far too many results, most unrelated to what you are searching for.

The two provisions need to be read together so as to give effect to both if possible. There is absolutely no reason for the provision permitting the board to change the dues from time to time unless that was the intent of the drafters. See principle of interpretation # 2 on page 589: "When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning." The interpretation that the bylaws set the dues at $XXX at the time of adoption of the bylaws but that the board may change the amount from time to time is the only reasonable interpretation and the only way to give effect to both provisions.

I agree with almost all of what Mr Novosielski said, but to me, there is no ambiguity. The bylaws initially set the dues at a certain amount and give the board the authority to change that amount. It seems pretty straightforward to me.

I don't know what you mean by this. When the bylaws require a vote by ballot, a ballot vote must be taken regardless of whether there is only one candidate. It is improper to try to make a ballot vote unanimous and a ballot vote must be taken even if there is only one candidate. It is a simple rule. Is there something difficult to understand about it? Also, there is no requirement in Robert's Rules and no requirement I'm aware of in your bylaws that requires that there be more than one candidate for an office. If two candidates were nominated, or announced that they were running, and then one of them dropped out, you are left with one candidate who still must be voted on with a ballot vote. And additional nominations must be permitted from the floor prior to the election unless prohibited by your bylaws.

There is no requirement in RONR that there be more than one candidate for an office. In fact, there is no requirement that there be a candidate at all. RONR provides that unless the bylaws prohibit write-in votes, persons may be elected to office by write-in votes without having been nominated or actually "running" for the office. The norm is for a nominating committee to nominate one person for each office, although nominating more than one person is permitted. And, of course, nominations must be permitted from the floor unless prohibited by your bylaws. Edited to add: if your bylaws require a vote by ballot, a ballot vote must be taken and cannot be waived or suspended even if there is only one candidate.

It's hard for me to follow exactly what happened, but as to your question whether one of the candidates should have served as a teller, my answer is "probably not", but RONR does not explicitly prohibit it. The way RONR states it, it appears to be a "should" rule which expresses preferred practice, but not an absolute rule. However, the time to raise a point of order was at the time of his appointment. It is too late to complain about it now. Here is the provision on page 414 of RONR regarding the appointment of tellers: 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.

This is confusing. What exactly do the bylaws say about the dues and the authority of the board to change them? As has already been pointed out, the chair does not have this authority to make "executive decisions" of this nature unless your bylaws give him this authority. This is a matter for the board to decide, not the chair, assuming that the board does have the authority to set the dues.

Agreeing with Mr. Katz, nothing in RONR prohibits it.

Well, I disagree. If the management company is giving bad advice, it needs to be told or shown what the correct rule is. Showing the manager this thread just might do the trick and cause a retraction and an apology and prevent the company from giving the same bad advice to other organizations. I do agree, though, that if the management company persists with such bad advice, the advice on that point, at least, should be ignored.... and that perhaps searching for a new management company might be in order.

Well, let's back up. Does your secretary have the right to cast a "unanimous" vote for the assembly? If the bylaws require a ballot vote, it is not permitted. It also is not in order to move to make unanimous a ballot vote which was not unanimous. See, for example, the following on pages 412-413 of RONR: When the bylaws require a vote to be taken by ballot, this requirement cannot be suspended, even by a unanimous vote. A vote ordering a ballot vote on a particular question (see 30) can, however, be reconsidered as long as the balloting has not yet begun. [page 413] When a vote is to be taken, or has been taken, by ballot, whether or not the bylaws require that form of voting, no motion is in order that would force the disclosure of a member's vote or views on the matter. A motion to make unanimous a ballot vote that was not unanimous is thus out of order, unless that motion is also voted on by ballot—since any member who openly votes against declaring the first vote unanimous will thereby reveal that he did not vote for the prevailing choice. Whenever a vote is to be taken by ballot, it is out of order to move that one person—the secretary, for example—cast the ballot of the assembly. Back to your question of whether the assistant secretary can cast such a vote if the secretary is authorized to do so: That probably depends on the exact wording in your bylaws as to the duties and powers of the assistant secretary. Edit: I just re-read your post. You said "If the Secretary is at the meeting can the Asst, Secretary make the unanimous vote?". My answer in the paragraph immediately above was based on my assumption that the regular secretary was NOT present. If the secretary IS present, then I find it highly doubtful that the assistant secretary could cast such a ballot on behalf of the assembly.... even if the secretary could do so.

Guest Melissa, supplementing my last comment immediately above, it is a fundamental principle of parliamentary law that the right to vote is a basic, fundamental right of a member of an assembly. Your board is such an assembly. If you are a member of it at the time a vote is taken, you have the right to vote on that issue. You cannot be compelled to abstain. See, for example, the following language from page 265 of RONR: Rules which embody fundamental principles of parliamentary law, such as the rule that allows only one question to be considered at a time (p. 59), cannot be suspended, even by a unanimous vote. Thus, since it is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting (p. 423), the rules cannot be suspended so as to give the right to vote to a nonmember,* or to authorize absentee (pp. 423–24) voting. Likewise, since it is a fundamental principle that each member of a deliberative assembly is entitled to one—and only one—vote on a question, the rules may not be suspended so as to authorize cumulative voting (pp. 443–44). And this on page 407: [page 407] ONE PERSON, ONE VOTE. It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one—and only one—vote on a question. This is true even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote. For example, in a convention, a person selected as delegate by more than one constituent body may cast only one vote. An individual member's right to vote may not be transferred to another person (for example, by the use of proxies). And this at the very beginning of the book on page 3: [page 3] A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings. And, in case someone claims that you have some sort of conflict and must abstain, see this on pages 407-408: ABSTAINING FROM VOTING ON A QUESTION OF DIRECT PERSONAL INTEREST. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances. VOTING ON QUESTIONS AFFECTING ONESELF. The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office or other position to which [page 408] members generally are eligible, or should not vote when other members are included with him in a motion. If a member never voted on a question affecting himself, it would be impossible for a society to vote to hold a banquet, or for the majority to prevent a small minority from preferring charges against them and suspending or expelling them (61, 63). Perhaps you should show this thread to your management company. As someone else, Dr. Stackpole, I believe, said, if someone is claiming you cannot vote, ask that person to show you the rule. And keep in mind that your parliamentary authority is presumably the current 11th edition of RONR, not some other book. The quotes I provided are straight out of the book.

Agreeing with my colleagues, you absolutely have the right to vote on filling the vacancy unless your organization has a superior rule which prohibits it. In addition, if there is some controversy as to whether or not you may vote, it is your board, not your management company, which has the right to make that decision. However, RONR is quite clear: you have the right to vote. There should be no controversy.

I agree with Joshua Katz that it is ultimately up to the members of your organization to interpret its bylaws. That is normally done by someone raising a point of order, the chair making a ruling on the point of order, and then the ruling being appealed to the assembly. It takes a majority vote to overturn the ruling of the chair. The vote of the assembly is final. Now, as to your question of when a person who pays dues after September 1 becomes a member: I PERSONALLY am inclined to interpret the provision as meaning a person becomes a member when he pays his dues and complies with what other requirements exist for becoming a member, but he is simply not being charged dues for the last four months of the year. It is not unusual for organizations to prorate or waive dues for new members who join near the end of the membership year. That is my own personal opinion having only read that one part of your bylaws. Others might well disagree. It is not based on anything in RONR. it is important that you keep in mind that that is my personal opinion only. There is no "general understanding" of what that provision means. Since I am not a member of your organization, my opinion is worth exactly what you are paying for it. Mr. Katz is exactly right when he says it is ultimately up to your organization to interpret its own bylaws. Mr. Huynh is correct when he says that you should amend your bylaws to remove the ambiguity if the meaning is not clear to your members. Edited to add: I note that article 3 section 1 says that members in good standing are members whose dues are paid in full, or words to that effect. The way I view it, a member who joins between September 1st and December 31st and pays the dues for the coming year has paid all the dues which the bylaws require her to pay. I would say such a member's dues are paid. All of the dues which are being charged have been paid.

Guest Melissa, I can't tell from your posts exactly what is going on. Have the "new" board members taken office yet? Also, was the person who resigned (or declined to serve) actually elected prior to resigning? How many vacancies actually exist? I agree with my colleagues that being a "nominee" does not prevent a member from voting for herself... or for anyone else. The question is whether this person is a member of the board at the time that the vote to fill the vacancy takes place.

By "closed session" I assume you mean "executive session". Nothing in RONR prohibits votes from being taken in executive session. Any such prohibition would have to be in your own bylaws or in some state law that you are subject to. That would normally be a public body of some sort, such as a city council or public school board. Note: An executive session and a "closed session" are not necessarily the same thing. An executive session is essentially a secret session in which non members are not permitted unless invited and the members and all others in attendance are bound to keep what transpired in the meeting confidential. RONR does not define a "closed session" or a "closed meeting", but it is often considered to be a meeting which is closed to non-members but is not subject to the secrecy provisions of an executive session. It is best not to use the terms interchangeably. If what you want is an executive session, that is what you should call it. If you have a meeting that you call a "closed session", since RONR doesn't define it or contain rules for such a meeting, it is up to your organization to decide what it means. Edited to add: The following is what RONR says about executive sessions on pages 95-96. Note that the last paragraph refers to action taken during an executive session, indicating that votes are indeed permitted unless prohibited by some other rule or law: Executive Session An executive session in general parliamentary usage has come to mean any meeting of a deliberative assembly, or a portion of a meeting, at which the proceedings are secret. This term originally referred to the consideration of executive business—that is, presidential nominations to appointive offices, and treaties—behind closed doors in the United States Senate. The practice of organizations operating under the lodge system is equivalent to holding all regular meetings in executive session. In any society, certain matters relating to discipline (61, 63), such as trials, must be handled only in executive session. A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so. A motion to go into executive session is a question of privilege (19), and therefore is adopted by a majority vote. Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being [page 96] held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting. A member of a society can be punished under disciplinary procedure if he violates the secrecy of an executive session. Anyone else permitted to be present is honor-bound not to divulge anything that occurred. The minutes, or record of proceedings, of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes—that is, the action taken, as distinct from that which was said in debate—was not secret, or secrecy has been lifted by the assembly. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting.

I agree with Mr. Novosielski, but would clarify or add that if a change of one vote could affect the outcome of any particular motion or election, then the outcome of that one motion or race should be declared invalid and should be voted on again. There is no need to vote again on those items that were decided by more than a one vote margin.

More information would be helpful, particularly whether you are referring to a few isolated amendments or to a completely new revised set of bylaws. By law amendments would be taken up one at a time with each one discussed and voted on separately. If this is to be a completely new set of bylaws, rather than just a few bylaw amendments, then there would be one final vote taken on the complete new set of bylaws, but the various provisions could be individually debated and amended first. Whichever is the case, you must follow the procedure for amending the bylaws which is set out in your current bylaws and in any controlling state law.

Do your bylaws say anything at all about regular members being able to attend board meetings? If so, please quote that provision exactly, verbatim. Also, regardless of what the bylaws might say about it, what, if anything, is the custom of the board regarding non-board members attending its meetings?

I am stunned at what I have been reading. RONR is crystal clear that the presiding officer has no authority to create or set a binding agenda or order of business that prohibits the introduction of new business. The assembly itself.... in this case, the Board of Deacons.... is in charge of its own meetings. Every PRP should certainly know that. I suspect there is more to this situation than we have been told or there has been a serious misunderstanding of the actual advice or opinion rendered by the parliamentarian. Unless there is a superior rule that we don't know about, the presiding officer (the Pastor) has absolutely no authority to issue such an edict. It is up to the Deacons themselves to stand up for their rights. No one can force them to vote to overturn the pastor's ruling on a point of order. Perhaps they don't know better. Perhaps they do know better but just don't want to buck the Pastor.

Guest Karen, we really need more information about the nature of the bylaw provision and what it is you (or someone) want to do. Except for rules that are in the nature of rules of order, rules in the bylaws cannot be suspended unless the bylaws themselves expressly provide for their own suspension.

Mare, please post your question by starting a new topic. Edited to add: See this thread (the first post in the forum) for instructions on starting a new topic: https://robertsrules.forumflash.com/topic/25416-important-read-this-first-faq-and-information-for-new-members-and-guests/

Although I'm not too fond of the rule requiring the Executive Board to approve absentee ballots (maybe I don't properly understand it), it seems to me the bylaws were followed and there is no continuing breach. How the members who submitted the improper absentee ballots may have voted is completely irrelevant if those ballots were not counted in the first place. I don't see any basis for a new election. A recount (not the same as a new election) might be possible under certain circumstances, but it would merely be a recount of the original ballots. If the actual count of the ballots that were allowed in the initial count was correct, a recount won't change anything. See pages 418-419 (among others) for information on ordering a recount. See also pages 444-445.

If you know who is doing it and if that person is a member, he is subject to expulsion or other disciplinary procedures as provided in Chapter XX on discipline in RONR and as might be provided in your bylaws.

I think it should perhaps be pointed out that regardless of what the original poster or those of us posting on this forum think is or is not proper or in order, if a member raises a point of order, the chair will rule on it. His ruling can be appealed to the assembly. Whether we like it or not, the decision of the assembly is final unless the matter winds up in court. What may happen in a court of law is a legal matter that is beyond the scope of this forum. Those members who believe a proposed bylaw amendment is out of order may try to convince the chair and the assembly that it is out of order, but they cannot force the chair or the assembly to agree with them.