Josh Martin

RONR advises against it, but does not prohibit it. "Although in organizing a new society it may be feasible for the chair to appoint the nominating committee, in an organized society the president should not appoint this committee or be a member of it—ex officio or otherwise." RONR (12th ed.) 46:10

I think Mr. Novosielski's point is not only that the bylaws do not contain such language, but even the adopted resolution (which we are told was intended to "change the Branch Bylaws in order to reduce their quorum for annual meetings and include the ability to hold electronic meetings through ZOOM") does not, in fact, make any reference to electronic meetings.

The statute in question does not seem to say anything about residency unless the organization in question is a neighborhood organization (which I take it the organization is not), so I don't think it provides much assistance in answering that question.

If an organization does in fact adopt rules in its bylaws which provide that only nominated candidates are eligible for election, I see nothing wrong with the organization using electronic ballots which do not allow for write-in votes. Members don't have a right to cast an illegal vote. Members have a right to vote for any eligible person. With paper ballots, however, there isn't any way to actually stop someone from casting a vote for an ineligible person. There needs to be some way to count those votes. They are counted as illegal votes (which are not credited to any candidate, but are included in the majority) because the presumption is that the member was unaware that the person was ineligible, and that if the election must be held again due to no candidate receiving a majority, the members who cast those votes will subsequently vote for eligible persons after learning that their preferred candidate is ineligible. If a society uses a mechanism for voting in which the society can actually prevent the casting of votes for ineligible persons, however, it is entirely logical to do so, and is providing a service to the members by doing so, since members cannot then inadvertently cast a vote for an ineligible person. Of course, if the society's rules do not say that only nominated candidates are eligible (which appears to be the case here, unless the bylaws are amended to change this), then write-in votes must be accepted and counted as votes for the person written in (assuming the person is otherwise eligible).

No. Committees generally do not take minutes, since the committee's reports serve as the committee's records. Even if a committee does take minutes, the committee should approve its own minutes. The purpose of approving minutes is to ensure they are an accurate record of what happened at the meeting. The committee itself is presumably in the best position to know whether this is the case. As noted previously, it is not appropriate for the board to approve the minutes of committees, and in any event, failure to approve the minutes has no affect on the actions contained in the minutes. No. The board should not be doing anything with the committee's minutes. The committee should submit its reports to the board. If those reports contain information only, no action should be taken on the reports either. The chair would simply declare that they are received and placed on file. If the reports contain recommendations for action, then motions should be made to implement those recommendations. Quite possibly, but taking action on the minutes is not the appropriate way to do that. Committees often are not authorized to take action on their own. Quite frequently, committees simply make recommendations and those recommendations are approved (or not). If a committee is authorized to take action on its own, the parent assembly could still rescind or amend those actions, unless the committee is granted exclusive authority in that area under the organization's rules.

I don't personally think the phrase "resident of Minnesota," in and of itself, implies that the person must have their primary residence in Minnesota, let alone that it must be their sole residence (that is, that they must live there year-round). This is ultimately a question for the organization to interpret. In the long run, it would seem prudent to amend the bylaws to clarify this matter.

Correct. "If the unit for which the bylaws are to be drawn up is subject to a parent organization or superior body, such as a state or a national society (or both), or a federation, the bylaws governing at these higher levels should be studied for provisions which are binding upon subordinate units in a way that must be taken into account. The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points. For example, if the superior body limits the size of its subordinate units to 200 members, the bylaws may not contain a higher limit. But the subordinate unit should not adopt provisions from the other document that have no local application, and the bylaws of the superior body should not require it to do so." RONR (12th ed.) 56:7 Since the rule in question specifically refers to meetings of chapters, this seems to be a "clearly requisite point." So this order of business appears to be the "special order of business" for chapter meetings, in the same manner as if the chapter had adopted it in its own bylaws. Further, the rule provides that the order of business may be changed by the Chapter President (rather than only by the assembly). 1. I would presume the Chapter President, since that is who the rule grants the authority to change the order of business. 2. I would think the Chapter President would simply announce the manner in which the order of business is being changed. For instance, "The Chapter President notes that we have a guest speaker today who needs to catch an early flight. Accordingly, the guest speaker's presentation shall precede the Reports of Chapter Officers in the order of business." 3. No, absolutely not. The chapter's bylaws may not conflict with the national constitution. 4. I think the best solution would be to remove it entirely. That would permit chapters to adopt their own orders of business or to simply follow the rules in RONR. In the alternative, I might suggest replacing the sentence which begins "In general..." with the sentence "Unless otherwise provided in the Chapter's bylaws or otherwise ordered by the Chapter in a particular case, the order of business of regular chapter meetings shall be..." This would 1) make it so that the rule is a default order of business, but permits chapters to deviate from it (temporarily or permanently), 2) places the decision to deviate from the order of business with the Chapter rather than with the President, and 3) clarifies that the order of business applies only to regular meetings (which I expect was the intent). 5. Yes. The motion might say something like "I move to instruct the chapter's representatives to the Jurisdiction Committee to support the following amendments to the National Constitution..." I'm not certain that the rule in question can be suspended. While I agree that the rule in question is in the nature of a rule of order, the rule is not a rule of the chapter, but a rule of the national organization. I am generally not inclined to think that an assembly may suspend rules imposed upon them by a superior body. I agree that the organization is not prohibited from adopting orders of the day or an agenda which does not conflict with the order of business (such as by arranging the items within Unfinished Business, for example), and certainly the organization is not prohibited from adopting motions to lay on the table, postpone to a certain time, and so on. The organization is, however, prevented from deviating from the order of business except as provided in the rule. So the organization could not, for instance, move an item of Unfinished Business before the reports of officers (although apparently the Chapter President could do so). And the organization certainly could not adopt its own order of business on a permanent basis. So it does limit the organization somewhat in how it arranges its business. I agree that placing Reports of Committees after New Business is highly unusual.

Any correction to the bylaws, no matter how minor, must be made through an amendment to the bylaws. There is no provision in RONR which provides an exception to the amendment process on the basis of grammatical mistakes, the use of the wrong word, or misspelled words.

I would add that there is a little more to it than that. In addition to simply being brief, reports may only be given orally in very specific circumstances. See RONR (12th ed.) 51:60-62. A special rule of order would also be sufficient, but this is otherwise correct. 1-3. Yes. 4. It would seem preferable to adopt a special rule of order on the subject, so that this rule is in effect for all meetings rather than a particular meeting. I also do not think it would be desirable to permit all reports to be delivered extemporaneously. It seems plausible enough to permit officer reports to be delivered in this manner, if that is the assembly's preference, since the report of an officer is the report of a single person. A report of a committee, however, is supposed to include only what is agreed to by the committee by majority vote, so it is somewhat problematic to permit such reports to be delivered extemporaneously. In the alternative, I think it should be made clear that reports which are given extemporaneously are the report of the committee chairman and not the report of the committee. In addition, I would suggest that the custom in regard to the minutes should be corrected as soon as possible. If the organization desires to keep the summaries of oral reports, it would be advisable to keep them in a separate document from the minutes.

I would note that even in those cases where this is an option, such blatant abuse of authority by the chair should be handled by removing the chair from office (first temporarily, and then permanently) since it really is not practical to keep doing this every time. I can't think of a parliamentary solution to this problem. Hopefully the public health situation improves soon so that the assembly may resume meeting in person. It may be beneficial to consult an attorney to see what legal options (if any) are available. There is also the challenge of whether such a meeting is permitted under applicable law and whether it is safe for the organization to meet in this manner. Sure, but won't the chair just refuse to recognize those motions as well?

I'd first note that a more complete treatment of this subject is found in RONR (12th ed.) 33:20, Request to Read Papers. My understanding of these rules is that they are not intended to apply to a member's own prepared remarks. The context of the rule refers at various times to reading a quotation or extract from a paper or book as a part of a speech, which suggests to me that the rule is referring to reading from papers other than the speech itself. The discussion on 33:20 also explains more fully the reason why the rule exists, that "This rule is a protection against the use of reading as a means of prolonging debate and delaying business." RONR (12th ed.) 33:20 That is, it is intended to protect against a member padding his speech by reading from various papers. Such a rationale does not seem to apply to the member reading his own prepared remarks. So based on all of the above, I do not think you need to ask if any member objects.

There is no "Old Business" in RONR. There is "Unfinished Business," and there are very specific guidelines for which items are "Unfinished Business." Based upon the facts presented, this appears to be New Business.

Yes. "In case of the president’s resignation, death, or removal, the vice-president automatically becomes president for the remainder of the term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president (see also 56:32)." RONR (12th ed.) 47:28

So far as RONR is concerned, only members of the board have a right to attend board meetings. The board may, however, permit members to attend if it wishes to do so. The membership may also adopt rules on this matter. The bylaws prevail over RONR, but you say that the bylaws are silent on this subject. State law prevails over the bylaws and RONR.

A quorum needs to be present throughout the meeting in order to conduct business. In a seven member council, if the organization's rules are silent on the subject, a quorum is a majority of the council's members, which would be four.

No, I don't think so. If nothing happened during the executive session which would need to be recorded in the minutes, there seems to be no reason to record separate minutes for the executive session. This seems like more than enough. So far as RONR is concerned, I think it would be sufficient to simply state "The resignation of the President was accepted."

Neither. The rule in question is a rule in the bylaws and is not in the nature of a rule of order. As a result, it cannot be suspended at all, unless the bylaws are amended to provide a mechanism to do so. "Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14." RONR (12th ed.) 25:7 It is a "precise" requirement. There is generally no need to determine this "to the decimal" since most assemblies do not have fractional votes. A 2/3 vote, however, requires that at least 2/3 of the members voting must have voted in the affirmative. If 13 members vote, at least nine would need to vote in the affirmative to reach a two-thirds vote. Eight is less than two-thirds of 13 and is not sufficient.

So far as RONR is concerned, the council itself would determine the contents of the agenda, by majority vote, at the meeting. No individual person would have the authority to refuse to have an item on the agenda. See FAQ #14. It seems extremely likely, however, that a city council will have other rules on this matter, in its own rules and/or in applicable state or local law. What those rules say on this subject will take precedence over RONR. It may be advisable to address this question to the city clerk or city attorney.

Can you explain the situation in more detail? So far, the question seems to be "Can we discuss a bylaw amendment while we are discussing bylaw amendments?" The answer to that question seems pretty obvious, so I feel like I'm missing something. For example, I'm not sure what "the first meeting" refers to here. Is there a specific procedure in the organization's bylaws which requires multiple meetings to amend the bylaws? That may be relevant. Additionally, what distinction are you attempting to draw between "proposed amendments to bylaws... being discussed" and "an open discussion... about an individual proposal?"

It would be rather difficult for the society to make "modifications and enhancements" in 1996 to an edition which was not published until 2011, so I would be rather skeptical of that claim. The site itself also states that it is based on the 1915 edition (which is the 4th edition). That is also what rulesonline.com uses.

I would first note that, in my view, the rule in 51:27 does not require the chairman to be present at the committee meeting in order to sign the report. So it seems to me that generally, the committee chair should still sign it. If for whatever reason this is not practical (perhaps because it is not practical to obtain the chair's signature in a timely manner, or because the chairman is unwilling to sign the report), I agree that the committee can authorize some other person to sign the report, and the chairman pro tempore seems like a logical choice.

If the bylaws require a ballot vote and provide no exceptions, then a ballot vote must be taken. If the bylaws do not require a ballot vote, of if the bylaws require a ballot vote but provide an exception if there is only one candidate, then the chair may declare the candidate elected by acclamation. A quorum is required to conduct the election, even if the election is by acclamation.

Yes, the terms of officers currently serving will become one-year terms, unless a proviso is adopted stating otherwise.

Again, my interpretation of the original question was that the assembly presently meeting would vote for one of several options presented, rather than voting on a main motion as "yes" or "no." That is, members would vote for Option A, Option B, or Option C. I did not read it as a motion instructing a subordinate board on what options it could consider. If that is in fact the situation, I agree that such a motion is in order. I would note that Option C in this case is "Do nothing," so if members want Option C, they should just vote against the main motion.

The word "quorum" refers to the minimum number of members who must be present at a meeting to conduct business. This word has no meaningful application in an email vote, since no one is present. Some organizations which use email voting adopt rules which require a certain number of members to respond to the email. This is similar to (but not quite the same thing) as a quorum requirement. Since the attorney was the person who advised you that email voting was permitted in the first place, ultimately questions about how email voting works should be directed to the attorney. As has been previously noted, RONR does not permit email voting, does not advise using email voting, and notes that lots of questions will arise when attempting to conduct the deliberative process by email. RONR does not provide answers to those questions. "A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)." RONR (12th ed.) 1:1n1 So the attorney's response is presumably based upon something in applicable law, and that law may well have answers to questions about how the email voting actually works. With that said, I will attempt to the best of my ability to answer these questions based upon RONR, although it should be noted that anything in applicable law will take precedence. 1.) In an actual meeting - that is, one held in person or held through electronic means which permit simultaneous aural communication - it would indeed be correct to assume that silence means no one wishes to offer any corrections and to declare the minutes approved. It is, however, the chair who declares this, not the secretary. RONR has no guidance on how this principle works when conducting business by email. Organizations which adopt rules for conducting business by email often adopt rules on such matters as how long members have to reply to the email. 2) The word "absence" has no meaningful application in a vote by email, since everyone is absent. RONR has no guidance on how this principle works when conducting business by email. Organizations which adopt rules for conducting business by email often adopt rules on such matters as how long members have to reply to the email. 3) RONR has no requirement that the vote to approve the minutes must be unanimous (and indeed, no vote is taken on approving the minutes - they are declared corrected after any corrections are handled) or has any requirement that all members must respond. RONR has no guidance on how this principle works when conducting business by email. Many organizations which adopt rules for email voting will often require that a certain number of members (even all of them) must respond to the email. Applicable law may also have requirements on the number of members who must approve (or at least respond to) an email vote in order for it to be valid. 4) Yes, that is correct. 5) Yes, this is permissible. The call of the special meeting would need to specify which sets of minutes are intended to be approved at the meeting. You will need to refer to your organization's rules to see how special meetings are called. I do not believe what you are reading is an official edition of Robert's Rules of Order. No official edition was published in 1996. It may be one of the many third-party knockoffs or guides. There is no "online version" of the current, official edition of Robert's Rules of Order. I would recommend purchasing the 12th edition since it is the current edition.