Richard Brown

Helen, I don't understand enough about what is going on or what your bylaws say to comment intelligently on much of what you said or to answer most of your questions, especially not while typing on a cell phone. So I will limit my initial remarks to a couple of general statemens. First, out of meeting voting, absentee voting, Facebook voting, telephone voting, email voting, or any kind of voting other than while sitting in a live in-person meeting is not permitted unless specifically authorized in your bylaws. Second, the 6-month requirement in your bylaws is a qualification for office and cannot be waived or suspended. Third, I really don't understand what you mean when you say your bored can make appointments at membership meetings. Are you sure? Do your bylaws permit this? The board normally has no authority as a board at membership meetings. Any board members who are present at a membership meeting are present in their capacity as general members, not as board members. They have no special status as board members at a membership meeting unless your bylaws give them that special status. Fourth, I don't see how someone appointed to a committee position can automatically become a board member once he needs the six-month requirement.

As others have already pointed out, no, RONR does not require the minutes to reflect the name of the person who seconds a motion. However, you made reference to this being a board. Under the small board rules in our RONR, for use in Boards of no more than about a dozen members, seconds are not necessary at all. See Pages 487 - 488 for the small board rules.

Kim-See has also posted this question in another forum (the AIP public forum) and AIP President Kay Crews responded with an answer that has a bit of a different take on what happened regarding the 1,477 "illegal" votes. She wonders, as do some of us, how illegal votes can be cast when using electronic hand held keypads. She surmised, as did Josh Martin and myself, that perhaps delegates pressed a number which had no corresponding candidate, such as pressing #5 when there are only four candidates. Josh and I took the position that such a vote amounts to a vote for "someone" not eligible, thus becoming an illegal vote. Kay theorized, however that it seems to her much like turning in a blank ballot.... which would not count as a vote at all. It would amount to an abstention. Under that scenario, with the 1.477 "illegal" votes being treated as blanks (abstentions) instead of illegal votes, candidate S would have received a majority of the votes cast and would have been properly declared the winner. That's an interesting...and quite plausible... twist in my opinion. Ultimately, however, unless there is a rule on point, the question of how to treat a vote for a nonexistent candidate should have been for the assembly to decide. I believe that the chair (since there are presumably no tellers) could make the initial determination whether to consider such votes as blanks or as illegal votes, but such a question could and maybe should have been put to the assembly to decide. The chair's decision on that issue was also subject to an appeal under RONR.

I don't question the chair's ability to raise a point of order on his own, but that isn't the issue to me. I'm still concerned with the 40 minute delay before the chair reversed himself, without a point of order, and declared that there was no winner and there would be another ballot. According to Kim-See, other business was clearly conducted during that 40 minute interval. My issue here is the 40 minute delay between the time the chair declared a winner and the time he reversed himself. isn't the assembly bound by the chair's declaration of a winner absent a timely point of order per pages 250-251 and 408-409? Or does this fall into an exception, such as, perhaps the exceptions on page 251? I cannot find a clear exception in RONR, but I know the issue has been discussed in this forum.

I agree... and that is the only example I could think of as to what might constitute an illegal vote using an electronic keypad. Ideally, the system should not accept a vote for #5 if there is no candidate #5, but if it did accept those attempted "votes", I think they are classic illegal votes and must be treated as such. They surely don't seem like abstentions. You just don't vote for anyone if the intent is to abstain. I also agree that if we don't know why those 1.477 votes were treated as illegal votes, we must accept, for now at least, that they were indeed illegal votes. This is what concerns me most about the entire process. Kim-See has stated, perhaps somewhere else, that there was no point of order made when candidate S was declared elected. I'm not sure what transpired during the 40 minutes between then and the time the chair reversed himself and declared "no winner" and ordered a re-vote, so I share Kim-See's concern that since candidate S was declared the winner and there was no point of order, and other business was perhaps conducted, should the chair's announcement that Candidate S had been elected stand? Did the chair have the authority to reverse himself 40 minutes later with no point of order and order a new vote on the basis that no candidate received a majority vote? Even if we agree that Candidate S did not receive a majority vote, could the chair reverse himself on that 40 minutes later with no point of order having been raised? I think we need more information as to what transpired during that 40 minutes. Note: I know there are several threads in this forum regarding the chair's incorrect announcement of the result of an election. Normally, the chair's declaration of the result of voting stands, but I know there are exceptions. I'm thinking perhaps this is one of them. Can anyone provide a citation or a link to an authoritative thread on this? Edited to add: See pages 250-251 and 408-409 re the need for a point of order immediately after the announcement of a vote result.

I agree with John Stackpole, but would point out that if this is a property owners association of some sort, Guest Gerry might check his state laws governing such associations. I believe that some of them, such as California, require that the general membership (the owners) be given notice of board meetings and that they have the right to attend board meetings. Nothing in RONR requires it, though, as Dr. Stackpole correctly pointed out.

I'm reasonably confident that at least some additional information is available regarding these 1,477 alleged illegal votes.

While I agree, that doesn't help answer KimSee's question about the validity of the first vote. We also don't know if the equipment malfunctioned or if the delegates intentionally or unintentionally did something wrong. We don't know why the so called illegal votes were were declared illegal. We just don't know why there were over 1,400 illegal votes. I think we still need more information as to what happened. Edited to add: For example, I'm wondering how a delegate can vote several hundred proxies using a hand-held electronic voting device in a meeting. The ones I have seen will only let the holder cast one vote. Perhaps advanced versions will accommodate a few hundred votes per device.

Hi, Kim-See! I see you are posting as a guest. I thought you were a member of the forum. You should join... it has advantages! And, as someone on here says, "No salesman will call". First, I will quibble slightly with your definition of "majority". It does indeed mean "more than half", but it is not necessarily more than half of those present and voting. That would be the basic definition of a "majority vote". I think you mean it in the sense of a majority vote, but want to be sure you are aware of the distinction. A majority of the membership is simply "more than half" of the membership. But, the term "majority vote" does indeed mean, as stated on page 4 of RONR, "more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting". I think that is the sense in which you are using the term here. Perhaps I'm missing something, but I don't think the fact that members might be holding and voting proxies for absent members changes anything when it comes to calculating a "majority vote". It might, however, make a difference in calculating whether a quorum is present. If so, it must be determined whether members who have submitted proxies are considered "present" for quorum (and voting) purposes. That is something that should be defined in your bylaws. Here in the U.S., it is customary for bylaws or organizations that allow proxy voting to refer to members who are "present in person or by proxy" for quorum purposes and for voting when the vote requirement is based on members present. In your case, with electronic keypad voting, it might be difficult to define or classify exactly what are "illegal" votes as contemplated by RONR. That would be especially true for equipment malfunctions, glitches, incorrectly recorded votes, etc. I don't have a ready answer for that but will think about it. It seems to me that if a vote (or attempted vote) meets the RONR definition of an illegal ballot, it must be counted as a vote cast.... unless your bylaws or custom rules treat it differently. Hopefully, some of our colleagues will have an answer or suggestions. A little more background on this situation might be helpful for those who want to weigh in.

I agree that the proper term for refraining from voting is to "abstain", at least as far as RONR is concerned. Governmental bodies, however, often are subject to rules requiring members to "recuse" themselves from voting or participating in debate on certain issues. And, just in case it's not clear, there is no requirement that a member have attended the prior meeting in order to vote on corrections to those minutes. Even though he might not have been there, he does have the right to vote and he might well know certain things relevant to the approval of the minutes. Some examples might be that the minutes refer to who was present or absent at the meeting. If the minutes incorrectly state that he was present or absent, he certainly has first hand knowledge as to whether that statement is correct. He also probably knows the date of the meeting and where it was held. I've seen lots of mistakes in minutes as to the date or location of the meeting. And he might know that highlights of debate, which secretaries sometimes put in draft minutes, don't belong there and should be deleted. And so on.

Referring to the two posts immediately above by Mr. Katz and GWCTD, I don't think we know exactly what happened at the meeting or what the status is of the president's proposal. Ironically, a few minutes ago I typed, then deleted, a post asking KingK to explain to us just what he (she?) means by his earlier statement that his motion got the matter tabled. I deleted it without posting because it seems obvious to me that this group isn't particularly knowledgeable about parliamentary procedure and they probably just "put off" the consideration of the president's proposal. I imagine Guest KingK doesn't really know if it was "tabled" (whatever that means to them), laid on the table, postponed to the next meeting, postponed without date, postponed indefinitely or referred to this new committee yet to be appointed. I think the bottom line is that it hasn't yet been voted on and is in some kind of "limbo". I don't think there has been a ruling yet on KingK's point of order.... which is why the president is asking for more information on why the proposal for a standing rule to create additional officers conflicts with the bylaws. btw, I see nothing wrong with trying to explain to the president (and the rest of the board) in a well-written response why her proposal to create new officer positions with a standing rule is improper and violates the bylaws. Providing a link to this thread might even help. Guest KingK, can you try to clarify some of that for us? What is the status of the president's proposal? Has she made a ruling on your point of order? What is supposed to happen at the next meeting?

I would just point out that I have a nagging concern that this might be some kind of public body. If so, it is probably subject to the state open meetings and ethics laws. Those laws frequently define a conflict differently than RONR.

Based in large part on the language on page 379 regarding preference in recognition for the member who made a debatable motion, I would say that although debate is renewed when a motion is postponed to another day, the preference in being recognized to speak first is not renewed. The member has indeed already spoken on the question. Here is what I believe is the controlling language on page 379: PREFERENCE IN RECOGNITION WHEN A DEBATABLE QUESTION IS IMMEDIATELY PENDING. While a motion is open to debate: 1) A member may rise to give previous notice of another motion (pp. 122–23). 2) If the member who made the motion that is immediately pending claims the floor and has not already spoken on the question, he is entitled to be recognized in preference to other members. I think it is a one-time privilege. I don't see anything that indicates it is renewed on another day. However, I'm anxious to see if others disagree. Since I have two meetings this evening, it may be later tonight before I can check back.

Guest Ann, here is the language in the sample bylaws in RONR for calling special meetings of the membership and the executive board. This language is typical. For special meetings of the membership: "Special Meetings. Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society. The purpose of the meeting shall be stated in the call, which shall be sent to all members at least three days before the meeting. " For special meetings of the board: "Board Meetings. Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be held on the first Tuesday of each month from [page 587] September to June, inclusive. Special meetings of the Board may be called by the President and shall be called upon the written request of three members of the Board." If RONR is the parliamentary authority, it already specifies that the purpose of a special meeting must be stated in the call (notice) of the meeting and that it is the duty of the secretary to send notices. Some bylaws go into additional detail about special meetings. In my opinion, the president should not have the ability to refuse to call or hold a special meeting which is requested by the required number of other members. Edited to add: Here is additional language from page 506 of RONR regarding provisions to consider for calling special meetings of the membership. These can also be applied to special meetings of a board. A section authorizing the calling of special meetings should state by whom such meetings can be called—such as the president, the board, or a specified number of members nearly equal to a quorum—and the number of days' notice required. It may be well to provide that no business shall be transacted except that mentioned in the call (that is, the notice) of the special meeting, although this rule would apply even if not expressly stated (see pp. 91–93). If the bylaws do not authorize the calling of special meetings, such meetings are not permitted—except when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see p. 660, l. 28 to p. 661, l. 1).

Oh, agree. My comments about the assembly, not the chair, controlling the agenda was referring to the agenda for a regular meeting, which is what I thought guest Ann was referring to. As to a special meeting, it is true that whoever calls the meeting probably has the right to specify what the subject of the meeting will be. While possible, an agenda is not normally needed or used at a special meeting since it is generally held for a single purpose. That is another one of the reasons I suggested this organization consider amending its bylaws regarding how and by whom special meetings can be called.

The chair should call the special meeting as requested by the other board members and as required by the bylaws. To refuse to do so is a violation of his duties per the bylaws. There is no way you can force him to do his job, short of court action, but it can subject him to disciplinary action ranging from censure to removal from office or even expulsion. In his defense, he might be thinking that the regular meeting to occur in six days is sufficient. There will likely be a difference of opinion among my colleagues as to whether the meeting can legitimately be called without the chair calling it. Some may say that if the members who want the meeting provide all of the specifics to the secretary and request that the secretary send out the notice that the secretary should do so and that the meeting should be held. Others will probably say that the secretary has no authority to do that without the chair having called the meeting and that any such meeting without the chair calling it will be not be a legitimate meeting. Once you are past this episode, you might consider amending your bylaws to say that a meeting can actually be called by a specified number of other members. We see too many examples of just your situation, where other members have the right to "request" a meeting, but it is still up to the chair to call it. The chair should have no part in calling meetings demanded by the other members. They are likely calling it due to the chair's inaction on something in the first place. If your bylaws don't give the other members calling the meeting the right to set the date, time and place, then it is probably within the chair's discretion to do it. The chair can refuse to call the meeting, in which case the meeting is quite likely improper. It will ultimately be up to your society itself to determine whether the meeting was properly called. That is done by a member raising a point of order the the meeting is improper. The chair rules on the point of order, but his ruling may then be appealed to the assembly. It requires a majority vote to overturn the ruling of the chair. The decision of the members is final, unless someone takes the matter to court. Since this is a board meeting, it would be the board members making the decision. However, depending on your bylaws, the matter could ultimately wind up before the general membership which usually has the right to overrule decisions of the board. Pursuant to RONR, the chair does not have the right to control the agenda. The chair might prepare a PROPOSED agenda, but, unless your own rules provide otherwise, it is not binding on the membership (or the board) and does not become THE agenda until it is actually adopted by the assembly by a majority vote. The ASSEMBLY is in charge of meetings, not the chair. The assembly... the members.... have the right to determine what business is taken up and when the meeting will adjourn. Unless you have some strange rules, the chair has no right to dictate that the meeting will last only one hour and will take up only the business he wants it to take up. But, he does appear to have the authority to decide whether to call a special meeting. As to how to hold the president accountable, he can be subjected to disciplinary action which could include removal from office and/or expulsion from membership.. And you can refuse to re-elect him if he wants to run for another term. You might take a look at FAQ # 20 re removal from office: http://www.robertsrules.com/faq.html#20 And if you don't already have it, you might consider getting a copy of RONR or RONR in Brief Edited to add: The chair may can prevent the members from having an official meeting, or can at least try, but he cannot prevent them from getting together and talking informally about anything and everything they want to discuss. They can plan and plot. They can hatch a plan to remove him from office. They can plan for how to handle the upcoming regular meeting. They just can't take any action (or make any binding decisions) in the name of the organization.

This provision from the sample bylaws on page 578 is rather typical of what many bylaws say about the executive board (or Board of Directors): ARTICLE VI The Executive Board Section 1. Board Composition. The officers of the Society, including the Directors, shall constitute the Executive Board. Section 2. Board's Duties and Powers. The Executive Board shall have general supervision of the affairs of the Society between its business meetings, fix the hour and place of meetings, make recommendations to the Society, and perform such other duties as are specified in these bylaws. Section 3. Board Meetings. Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be held on the first Tuesday of each month from [page 587] September to June, inclusive. Special meetings of the Board may be called by the President and shall be called upon the written request of three members of the Board." RONR gives more information regarding providing for an executive board in the bylaws and suggested wording for giving the board varying amounts of power on pages 576-578. If your organization is considering creating an executive board, it might be worth reading those provisions. You have great latitude as to how much power the board is given, but the language in the sample bylaws is rather common and should suffice for most organizations. Regarding the power of most executive boards vs the membership, you might read Official Interpretations 2006-12 and 2006-13 here: http://www.robertsrules.com/interp_list.html#2006_12

Do y'all reckon that since at least four of us have said exactly the same thing that maybe Guest Lori's question has been answered?

As Mr. Huynh pointed out, absentee voting of any sort is prohibited by RONR unless specifically authorized by your bylaws or required by state law. The issue here isn't whether someone voted without having all the facts or hearing the debate. That is perfectly permissible. A member who arrives at the meeting after all debate has taken place and voting is about to begin has just as much right to vote as another member who has been there for the whole thing. The issue is that ABSENTEE voting of any sort.... whether by mail, email, phone, proxy or whatever.... is prohibited unless authorized in the bylaws or required by state law. You must be physically present in order to vote. In your case, this particular board member is attempting to vote absentee, apparently via email. That is not permissible under RONR. He must be physically present in the meeting room in order to vote. Does that answer your question?

Steve, your question is really a legal question and we don't do legal here. From a parliamentary standpoint, adopted motions stay in effect indefinitely... permanently... unless by its own terms the motion expires or its intended purpose has been fully completed, such as a motion to purchase a computer. It remains in effect until the computer is purchased. After that, I suppose it's somewhat moot. Your question is one that is better suited for someone like the city attorney to answer.

Guest Angela, in my comments two posts up, I made the statement that unless your bylaws provide otherwise, the power to fill vacancies rests with the body that made the appointments or elected the officers to begin with. But, I didn't say how that body would go about it. The body (or person) which is filling a vacancy fills it in the same manner in which the person was elected or appointed in the first place. If it was by election, then a special election is held to elect the replacement to fill the vacancy. As I stated in my previous answer, notice is required in the case of an election to fill a vacant officer position but not for a vacant committee appointment. It's not clear to me whether these people who resigned were officers or committee members.... or some strange combination of being both.

Following up on the post immediately above that I made a few minutes ago, it is this post by Guest Angela that has me scratching my head. The "office administration formed a committee and asked for volunteers to chair it". What on earth does that mean? What (and who) is this "office administration"? It sounds more like a business than an assembly. To go on and say that it drafted bylaws and set up a tax ID number and bank accounts has me wondering what on earth type of entity this "committee" is.

It normally isn't absolutely required that your bylaws specify how to fill vacancies. If RONR is your parliamentary authority, it provides for how vacancies should be filled. As others have already pointed out, unless your bylaws provide otherwise, the body which elects or appoints people to positions has the power to fill any resulting vacancies in those positions. RONR also provides that, unless your bylaws provide otherwise, notice is always required prior to filling a vacancy in an elected office. RONR does not require previous notice in the case of filling vacancies in committee appointments. In your case, I suspect most of us contributing to this thread really don't know exactly what type organization this is. It is certainly far different from the usual committee and seems more like a self-governing board of some type. We don't really know what you have and you seem to be unable or unwilling to explain it to us. Our advice is only as good as the information it is based on. In the parliamentary world, a committee is usually a small group of people who are part of a larger parent organization and are appointed to make recommendations to the parent assembly or to execute a particular function, such as putting on the annual Christmas party. Committees are created by the parent body and report to the parent body. However, some organizations, such as political organizations, are governed by something called a "State Central Committee" (or Republican or Democrat or Libertarian National Committee), but those so-called committees don't really function as committees but are more like boards of directors or other type of governing body. To refer to such a body as a committee is really a misnomer and misleading, but that is still what they are called. We don't know what your "committee" is or how it functions and therefore it is hard for us to give you advice.

RONR does not address your specific situation. Most voting and issues related to voting occur in meetings. RONR discourages voting by mail, which is a form of absentee voting, even prohibiting it altogether unless authorized in the bylaws or required by state law. RONR does have specific Provisions on how to deal with situations in a meeting where a member is denied the right to vote. However, when you have a problem with the way a mail ballot is conducted, you are generally on your own. I do not have a good answer for you, especially without knowing more about your organization and precisely what is said in the bylaws about elections. Perhaps someone else will have a suggestion in addition to those already presented. Keep checking back.

Ahhh, thanks, Joshua and Weldon!