Dan Honemann

It's about time someone mentioned this. The facts as stated indicate rather clearly that this was, in fact, what happened.

Oh, I don't think it helps to make believe there is any doubt about this.

We are told that: 1. This board, consisting of 11 members (I gather), erroneously declared a candidate for a leadership position to have been approved by it by a vote of 5 in favor and 2 opposed, with 4 abstentions. 2. The declaration of the result of the vote was in error because the bylaws require “a two-thirds (2/3) majority of the entire Board of Directors” for approval, but no point of order was raised at the time when the result of the vote was declared. 3. Two months later this candidate was elected by the membership, and the organization is now in receipt of a legal opinion that “because an error had been committed by the number of abstentions” (presumably referring to the error in the declaration of the result of the vote by the board), the subsequent election (two months later) of this individual was null and void. 4. The question that has now arisen in a formal complaint against a Board member is "Who is responsible for declaring that the individual had met the required level of approval to continue on to election by the membership as a whole?" I find it rather strange that this question is said to have now arisen in a formal complaint against a Board member. It seems to me that the question being asked is “who was responsible for ensuring that the declaration of the result of the vote taken by the board was correct?” If so, I’d think the answer is that every member of the board who was present at the time was equally responsible for ensuring that the applicable rules were followed. But since we have no information concerning exactly what was reported by the board to the membership’s assembly, what the attorney’s opinion is based upon, or anything at all about the substance and nature of this complaint against a board member, I’m not willing to go any further than this.

But there wasn't just one nominee, there were three. Actually, there were eventually four nominees, but what made the question interesting was that it appeared that there would only be three.

No, it wouldn't be wrong; but there would then be no notice taken here of the fact that there is an exception to this exception.

That statement on page 252, lines 20-27, is one of the two instances I had in mind when confessing that RONR does say (rather cryptically) that it is "never too late" to raise a point of order when action has been taken in violation of a rule which renders that action null and void. However, both this statement and the one on page 251 (I believe these are the only two) should be understood as being qualified by what is said on page 251, lines 3-7, and I don't think that what is said in 2006-6 changes this in any way. Never is a long time.

RONR does say that it is "never too late" to raise a point of order when action has been taken in violation of a rule which renders that action null and void, but a more complete and accurate statement is found on page 251, lines 3-7: "The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach." As Josh Martin correctly points out, it is a mistake to say that a point of order does not need to be timely if there is a continuing breach. In such a case, a point of order concerning the breach will be timely only if made at some point during the continuance of the breach, and not thereafter. The footnote on page 251 does not, of course, actually say that a point of order does not need to be timely if there has been a violation of a rule giving rise to a breach of a continuing nature, and so may not, for that reason, be worthy my admonition to fix it, but I don't much care for what it seems to imply in this regard. However, that footnote also seems rather clearly to promise the reader that he will find a description of what is meant by a rule in the nature of a rule of order on page 17, lines 22–25. Now, that's not at all nice.

I don't think the wording in that sentence on page 445, lines 9-11, is all that bad (it's clearly referring to what constitutes timeliness as a general rule), but that footnote on page 251 is awful. Fix it.

In my opinion, the election of this ex-officio member of the board, who was not under the authority of the board's parent organization (the "society") prior to his election as an officer of the board, does not mean that he is now a member, an employee, or an elected or appointed officer of the society (assuming nothing in the bylaws indicating that it does), but I don't think it matters much. Having accepted the office to which he was elected, I think he has an obligation to serve as a regular working member of the board, and I think he should be counted for quorum purposes at meetings of the board. I have no idea why that sentence on page 484, lines 3-5, is worded the way it is (it first appeared, I think, in the 7th ed.).

A motion to go into (or leave ) executive session is a question of privilege (p. 95, ll. 28-30). If it is admitted by the chair as a question of privilege, it is treated as a main motion, and hence is debatable and amendable (p. 225, ll. 18-21). If introduced when no question is pending, such a motion is treated just as any other main motion (p. 225, ll. 21-24).

I'd caution Mr. Brown to limit his betting on this subject to maybe just a Quarter Pounder.

I must admit, however, that I have no idea what you have in mind when you say that "There could be a ballot tio (to?) vote for X, and if write-ins are not credited, X should be elected."

Nothing would prevent the church from balloting on the partial term first. That is one of the two alternatives I suggested.

I'm happy that my careful explanation of what he said was of assistance.

He said "If the bylaws say all members can attend the annual meeting of the Board of Directors - and they also define specifically an annual meeting of the Board of Directors (as opposed to regular meetings of the board) - then it would seem that that is the only board meeting members are automatically granted a right to attend."

Okay. Just thought I ought to ask.

What, now, might this ancient kerfuffle have to do with Guest Gary's situation?

I agree with Godelfan too, except for the notion that the motion would be a negative one if the sale of donated items or products were already prohibited. If this were the case, it would appear that a motion "that we do not allow donated items or products for sale at the Store" would be out of order as being tantamount to a motion to reaffirm the already existing policy (RONR, 11th ed., p. 104, ll. 24-31).

There is nothing in RONR which says that you, as a committee member, may not ask a question at a meeting of the Selectmen without committee approval, provided, of course, that you do not indicate that you have received such approval. Come to think of it, I gather that you asked your question at the same meeting at which your committee was asked to undertake this assignment, and so it must have been obvious that you were asking your question on your own.

Not that it matters much, but there seems to be some confusion here as to whether this was a meeting of the membership of this association (which seems to be indicated by the reference to it as the "Annual Meeting of our Condo Association"), or a meeting of the association's board, since the question asked is "Can the Board Secretary deliberately omit the letter and the actions of the Board from the minutes?" Or perhaps this was one of those instances in which it was assumed that both the board and the full membership were meeting at the same time (but let's hope not). In any event, I agree that what is said on page 471, lines 20-24, is entirely irrelevant.

If one bothers to spend about five seconds thinking about this, it will become apparent that, under the circumstances described, the only decision that the assembly will be called upon to make is to choose, voting by ballot, which one of the three nominees will fill the partial term, or, to put it another way, which two of the three nominees are to fill the two open positions for a full term. It's not possible to make either of these choices without automatically and simultaneously making the other. A ballot election to decide which one of the three nominees is to fill the partial term will finally resolve both questions. A ballot election to decide which two of the three nominees are to fill the two open positions for a full term will finally resolve both questions. Please take to heart, however, what Shmuel Gerber has said in his most recent post above. Based solely upon the facts which have been posted, I believe that conducting either of the two ballot elections which I have described above is a viable option, but the facts which have been posted are not sufficient to support an opinion upon which anyone should rely.

The motion in the example is "that the open portion" of the meeting be declared ended. So, will a motion, while in executive session, to come out of executive session conflict with this motion that the open portion of the meeting be ended whereas, if the motion had been, instead, "that this open portion" of the meeting be declared ended it would not?

I don't think you will find anything in RONR which says that your Mayor cannot nominate someone to fill your seat (your term having expired) before nominating persons to fill seats that have been vacated by resignation, moving away, etc.

I can't imagine what might have prompted this response. We have all agreed that a ballot vote must be held to determine which of the three nominees will fill the partial term. I just don't believe that having a ballot vote in which voters are instructed to vote for up to three persons from among the nominees (which is what Mr. Merritt has told us he has in mind) is the way to go about doing it.

Well, I'm not at all sure that the rule as written means that they must be instructed to vote for three nominees when the ballot vote is not being held because there are more nominees than positions to be filled, but is being held simply because there is a partial term to be filled.