Richard Brown

What Guest Zev suggested is essentially the method specified in RONR for voting absentee by mail, although if you do it as he suggested the votes will not be secret as the tellers who remove the ballots from the envelopes can see whose ballots they are. You need double envelopes to insure secrecy: An outer envelope with the voter's name and/or signature on it and then an inner envelope which contains the ballot. The person who opens the ballot envelopes does not know who they are from. I will quote the entire provision, but I do not believe it is appropriate for your situation. At worst you just need better controls. At best, you will have an occasional extra ballot or two.... which happens very often, even in public elections. You are entitled to a fair election, but not necessarily a perfect election. If the discrepancy isn't large enough to affect the outcome, ignore it (and work on doing better next time). I see that while I was typing this Guest Zev copied and pasted the section in RONR he was referring to for absentee voting by mail. Again, I do not think you need that procedure, but you certainly may use it.

Agreeing with Mr. Novosielski, once the chair announced that the motion had been adopted and no one raised a point of order at the time he made the announcement, the announcement of the chair stands and the bylaw amendment has been adopted. YSYL.... You snooze, you lose. That is one of those occasions when it is imperative to speak up.... and quickly! Your recourse is to propose that it be repealed.... which will probably require a two thirds vote. You just might be stuck with it.

As to having a non member as a temporary presiding officer, you might read this paragraph on pages 453-454 of RONR: "Invited Temporary Presiding Officer. In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt such an arrangement for all or part of a session. Alternatively, the rules may be suspended to authorize [page 454] it, even over the objection of the president or a vice-president. Cf. pages 652–53. "

I agree in part and disagree in part with this answer. I agree that in this situation the president should step down and turn the chair over to the vice-president. It is the duty of the vice president to preside in the absence of the president or when the president steps down. I also agree that the assembly can suspend the rules and elect someone else to serve as chairman pro tem. However, it is my opinion that the parliamentarian may properly serve as chairman pro tem if willing to do so, but if the vice president objects, it would take a two thirds vote to suspend the rules and have the parliamentarian preside. It is quite common for professional parliamentarians to serve as presiding officers, but this case presents a special and unusual situation. I do not believe there was anything unethical per se about it. It's when there is a sticky situation that an assembly is often most in need of an independent and hopefully professional presiding officer unless the rules of the assembly prohibit a non member from presiding. I'm not going to second-guess the decision of the parliamentarian to agree to preside. I think some parliamentarians would agree to serve and some would not. I was not there and I do not know the qualifications, experience or skill level of the parliamentarian. (Edited to add the underlined portion). I do agree that if the parliamentarian (or whoever the president wants) refuses to serve as chair pro tem, the solution is for someone... anyone... to nominate someone else and for the assembly to elect a chair pro tem. If the vice president objects, it will take a two thirds vote to elect the chair pro tem since it is the duty of the vice president to preside whenever the president is absent or steps down. The president may suggest someone, but has no right to actually select someone. Although Carolyn did not specifically ask this, I believe some of the parliamentarian's rulings were incorrect. A simple motion of censure, for example, is not discipline. I question whether the added part of the censure motion that the vice president handle further correspondence was in order. At a minimum, it should have been a separate motion and the motion of censure should have been a simple, straightforward motion of censure. Any desire to have the vice president take over communications with the membership should be handled in a separate motion and may or may not be in order. It might well violate a bylaw provision regarding the powers and duties of the president. I also believe that any objection to the authority of the parliamentarian to preside should have been made at the time via a point of order. Even if the parliamentarian was improperly selected, I don't believe the selection constituted a continuing breach in the sense that it would cause action taken while she was presiding to be null and void. Edited to add: I don't see that the actions of the parliamentarian violate any of the Code of Ethics for Parliamentarians jointly adopted by the NAP and AIP. http://www.parliamentarians.org/wp-content/uploads/2013/07/CodeOfEthicsForParliamentarians2001-amended-July2015-Final.pdf

Are you telling us that no written rule requires the type of "throwing out" votes that you speak of, but that it has just become a custom? If so, it absolutely violates the rights of members and disenfranchises them when they have done nothing wrong. A basic right of membership is the right to vote. The results of any such election where ballots were thrown out en masse should be null and void. If that procedure is in your bylaws, they you may be stuck with it until you can change it.... and you should change it asap. it is most unfair. The way to resolve having more ballots cast than were signed for is to count all of the ballots anyway. As long as there are not enough "extra" (possibly illegal) votes to affect the result, the results stand. If a race is so close that the few "illegal" ballots could have affected the result, then the results of that election should be declared void and a new vote conducted. It may be necessary to have a new election for only one of the numerous races that were on the ballot. The key is whether there were enough questionable ballots to affect the result. And institute better controls for future elections. Edited to add: I don't know that I would worry much about a FEW more signatures than ballots. That might indicate, just as with city, state and national elections, that someone took a ballot (or entered the voting booth) after signing in and then decided just not to vote. If it happens often, or in large numbers, it might be indicative of a more serious problem. It's when you have more ballots than signatures that you need to be really careful and are more likely to have a problem.

The NAP ( National Association of parliamentarians) used a similar system at its last convention. one of the key technology gurus from that convention posts on here. Hopefully he or someone else who knows how it all worked will see your post and will respond. I will bring your post to the attention of two or three of the key people from that convention. Stay tuned. It may take them a while to respond. Hopefully, some of our other members have some experience with this which they can share.

It appears to me from the original post that this organization uses a nominating form which requires one or more seconds. Edited to add: many organizations require that nominations require seconds. I was at a convention of such a statewide organization this weekend. Nothing wrong with adopting a rule requiring it. That's the purpose of special rules of order, isn't it?

Based on what you have told us, my interpretation is the same as yours. However, as Mr Huynh pointed out, it is up to your organization to interpret its own rules. We cannot do that for you. There is no such rule in RONR.

Karen, I agree with Mr. Harrison and Mr. Katz. If you believe that this rule (I agree that it amounts to a standing rule) violates the bylaws by imposing a duty not contained in the bylaws, I would first discuss this with the president and maybe a couple of other key players to try to get them (especially the president) to agree with you so that if you or someone else raises a point of order, you will know how the chair will likely rule and you will have a couple of allies to speak in favor of your position if there is an appeal. I think it's best to not take the chair by surprise and to have some allies. However, if it seems to be the will of the membership that this be an additional duty of the treasurer, it might be best to incorporate it in the bylaws via a bylaw amendment to avoid the same problem in the future. Edited to add: If there is a point of order and a ruling by the chair, with or without an appeal, the point of order and the ruling and outcome of any appeal should absolutely be included in the minutes. This ruling establishes a precedent as to the effect or validity of the standing rule. It needs to be in the minutes.

My comment is that the provision is fine until you reach the portions I have bolded. The rest of it is horrible, except, perhaps, for the last sentence if that provision is part of Florida law. Some problems with the bolded part: 1. What is meant by members not present at a meeting expressing their approval in writing? Does this mean those not present or submitting a proxy may vote absentee? Or just that "they can express their approval" much like they could in debate if present, but said expressions do not count as votes? 2. As someone else pointed out, if those written expressions of approval are really absentee votes, how do you handle the situation where a proposed bylaw amendment is itself amended from the floor? Those voting absentee are not voting on the same proposition as those who are voting in person or by proxy. That is why RONR strongly discourages mixing absentee voting with in person voting. You do one or the other. 3. What vote is required to adopt a bylaws amendment by means of a mail vote? It requires a two thirds vote at a meeting to adopt a bylaw amendment, but it seems that a regular majority vote might suffice for a vote by mail. Is that what is intended? If so, why the lower threshold for a mail vote? 4. The effective date: Why this provision? Does Florida law provide that bylaw amendments do not become effective until recorded? RONR provides that bylaw amendments become effective immediately upon adoption unless provided otherwise. You may, of course, provide otherwise.... as these bylaws do.... but is there a requirement that a bylaw amendment actually be filed for recording? What if the officer responsible for filing the document fails to file it? Are you giving the power to one individual to thwart the will of the society, whether intentionally or by negligence? If you are going to provide that an amendment does not become effective until filed and recorded, there should be a requirement somewhere that it actually get filed by somebody. 5. "voting interests" as used in several places: I hope this term is defined elsewhere in the bylaws. Those are just the concerns that jumped out at me. I agree. This is a matter of bylaws (and possibly of state law) interpretation. It has exceeded the scope of this forum.

And, under the small board rules, which would be followed in most committees, the chairman can vote on all questions along with the other members. See page 488.

Good catch. Thanks.

In the order that you asked: 1. Nominations do not require a second. 2. If there is only one nominee, the chair can declare the nominee elected unless your bylaws require a ballot vote. If so you must still vote by ballot. That requirement cannot be waived. 3. A motion to close nominations is not necessary. After an appropriate pause, if it appears there are no more nominations, the chair may declare the nominations closed using the language you indicated. 4. Having a nominating committee does not cause that procedure to change, except the report of the nominating committee is received first. The chair then asks if there are any additional nominations for each office.

That is correct.

Mr. Shabazz, as Mr. Martin told you in an earlier post, the answer to your question is going to remain the same no matter how many times you ask it. Unless your own bylaws specify otherwise, every member of an organization has certain basic rights, including the right to attend meetings, to make motions, to speak in debate and to vote. A member cannot be deprived of his basic right to vote except through disciplinary proceedings as set out in chapter XX of RONR on Disciplinary Proceedings. A member MAY abstain from voting, but he cannot be compelled to abstain, even if he has a conflict or a personal interest in the matter. Those of us who have responded don't think he even has a conflict as contemplated by RONR, but, even if he does, he still has the right to vote. RONR emphasizes that basic right throughout the book. Perhaps this state on page 3 of the 716 page book will be helpful: "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. " In an earlier post, i quoted another provision which makes clear that even if a member has a conflict, he still has the right to vote if he so desires. If you don't like the rule, your option is to try to get your society to amend its bylaws to provide for restricting the right of a member to vote in certain circumstances. I think it would require an amendment to your bylaws to permit any such restriction on the absolute right to vote. Perhaps it could be done with only a special rule of order, which would require previous notice and a two thirds vote or the vote of a majority of the entire membership, but I believe the right to vote is such a fundamental right of membership that any restriction of that right must be provided for in the bylaws.

Setemu, is this large or parent committee more in the nature of a board of directors but is simply called a committee, as is the case with many political organizations which are governed by a State Central Committee or National Committee? Those particular committees are actually in the nature of boards. Examples are the Republican National Committee, Democratic National Committee, Libertarian National Committee, Etc. The state governing entities are usually called a State Central Committee. If that's the situation, think of the parent committee as a board of directors, not a committee.

I agree with the previous posters, but it seems to me that a recount could also be ordered, at which time the five disqualified ballots could be examined by the assembly and the assembly could decide how to deal with them. However, a motion for a recount requires a majority vote. Depending on who is present at the meeting and which candidate they support, that might be difficult to achieve.

I disagree. A board is absolutely subordinate to the membership and the membership may countermand actions of the board except in those instances where the bylaws grant the board exclusive jurisdiction in a certain area. Edited to add: your use of the phrase "not subordinate to the assembly" is confusing. What assembly are you referring to? A board is an assembly as is a meeting of the general membership.

Arthur541, proxies and absentee ballots (mail ballots) are two different things used in two different ways for two different purposes. Proxies are used when voting takes place in a meeting. Absentee ballots are used when there is no meeting (and sometimes even when there is a meeting, although RONR strongly discourages it).

Agreeing with Mr. Katz, the motion to adopt a special rule of order for the session or for the adoption of the bylaws which prohibits amendments would require a two thirds vote. You might read the provisions on pages 557-559 re adoption of bylaws. Without a special rule of order or a motion prohibiting amendments, the bylaws must be open to amendments. Edited to add: I also believe that even with the adoption of such a special rule of order dealing with the adoption of the bylaws, that rule itself could be suspended at any time during the consideration of the bylaws by a two thirds vote. I don't know of a way to absolutely prohibit amendments to the proposed bylaws.

Every organization can handle retention and destruction of ballots however it deems appropriate. Absent a rule or motion to the contrary, the ballots should be retained by the secretary until the time for ordering a recount has expired... usually the next meeting if the organization meets at least quarterly. Here is the language from pages 418-419 of RONR: "After completion of an election or balloting on a motion, unless the voting body directs otherwise, the tellers place the ballots and tally sheets in the custody of the secretary, who keeps them under seal until the time within which a recount [page 419] may be ordered expires, and then destroys them. A recount may be ordered by the voting body, by a majority vote, at the same session at which the voting result was announced, or at the next regular session if that session is held within a quarterly time interval (see pp. 89–90). A recount may also be ordered at a special session properly called for that purpose, if held within a quarterly time interval of the session at which the voting result was announced and before the next regular session." (Emphasis added). Edited to add: A motion to destroy the ballots (or to continue to retain them) is in order but not necessary, per the quoted provision. RONR gives the secretary the authority to destroy them after the time for ordering a recount has expired.

I agree with Mr. martin. At a board meeting, the board is in control and may permit anyone it desires to attend its meetings. However, at a membership meeting, the membership is in charge and the board is not even there as a board. Whatever board members are present are there in their individual capacities as members of the association. Unless your bylaws or state law say otherwise, the board has no authority at membership meetings. The membership has the final say as to what non-members, if any, may attend a membership meeting.

Agreeing with GWCTD and with my previous answer above, nothing in RONR prohibits these members from voting to approve new members who they themselves proposed for membership. They can abstain from voting if they so choose, but they have every right to vote on the new members if they want to.

This is what RONR says about it 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)." Edited to add: Even per RONR, a member with a conflict MAY vote if he so chooses. He cannot be prevented from voting because of any real or perceived conflict.

I did read it.... fascinating!!! Thank you, Shmuel.