Josh Martin

Generally, no, although ultimately this will depend on the precise wording of the bylaws. I don't think that the language is necessarily required to be the same or similar as that used in Scenario C, and I don't know that the bylaws must specifically authorize this kind of hybrid participation (although I think these are both good ideas). I do think, however, that if the bylaws authorize electronic meetings and also specify the manner in which such meetings are to be held, then it is not reasonable to interpret that provision as also authorizing electronic meetings held in some other manner. Since you refer to the Sample Rules for Electronic Meetings, then I would say as an example that if a society had adopted the rules in Scenario A, this would not mean that the electronic meetings described in Scenario C are also authorized. If the bylaws do in fact simply say "Electronic meetings are authorized" (which I do not advise) then certainly there is a great deal of ambiguity in what that means. It may well mean that electronic meetings of any kind are authorized, including meetings in which there is a central meeting location and some members participate electronically. Frequently, however, the bylaws will specify exactly what types of electronic meetings are authorized. By implication, other types of electronic meetings are not permitted. One other thing I would add is that, even if the bylaws provide that certain types of electronic meetings are authorized, that does not necessarily mean that all meetings of the society must be held in that manner. If the society wishes to provide that meetings which are held in person must provide an opportunity for members who are not present to participate remotely, the bylaws should specifically provide as much.

Okay. The fact remains that a Point of Order is not the proper method to address the member's statements. This is not to say the member's actions were proper, it is simply that a Point of Order is not the proper tool to address them - at least, not on the grounds presented here. It is difficult to say with certainty that the comments were in order. It seems quite possible, based on the additional facts, that the comments may have been out of order on the grounds that they were not germane to the pending business and/or were indecorous.

The chair should have ruled this point not well taken, noting that a Point of Order is used to draw attention to a violation of some parliamentary rule, and a member making a mistaken assertion in debate is not a violation of any parliamentary rule. If the member believed the other member's assertion was mistaken, the member should have (politely) pointed this out in debate rather than through a Point of Order. A member making a mistaken assertion, even one which "caused some very large challenges within the assembly," does not violate any parliamentary rule. As a result, a Point of Order is not the appropriate tool for this purpose. So the chair should not have called the member out of order on this basis, although it also was not appropriate for the chair to do nothing when a Point of Order had been raised. So the claim that the chair acted improperly "for not calling him out of order" and that the board member was out of order is itself mistaken, and therefore I do not think it would be wise to censure anyone with those as the grounds. If you wish to make a motion to censure the member for making the mistaken statement (or for intentionally misrepresenting information, which you seem to later suggest is what occurred), you are free to do so, but it must be understood that the member was not "out of order." I suppose you could also move to censure the chair for failing to respond to a Point of Order. Yes, the director can be censured. A motion to censure is simply an expression of the assembly's disapproval and may be imposed without formal disciplinary procedures. That will be for the assembly to decide. As has been previously explained, it would not have been appropriate for the chair to call a member out of order on the basis of making an incorrect statement. I do not personally think it is appropriate to censure the chair for not doing something he wasn't supposed to do, but ultimately the assembly will make that decision.

It is not necessarily a given that the election needs to be redone. We would need to know more facts regarding the results of this election. In the event that part or all of the election must be redone, then the assembly may reopen nominations it it wishes to do so, but it is not required to do so. In any event, there is certainly no reason that there must be exactly as many nominations as there were previously.

So far as Robert's Rules is concerned, it is at the assembly's discretion whether its meetings shall be open to non-members. Only members have a right to attend meetings, but the assembly may permit others to attend if it wishes to do so. In my view, the fact that the bylaws contain rules pertaining to how a person is admitted as a member does not have any bearing on whether the assembly may permit nonmembers to attend meetings. If the society wishes to put provisions in its bylaws on this matter, it is free to do so, but is not required to do so. The fact that the parent organization's bylaws are silent on this subject does not prevent the organization from adopting such rules in its bylaws. If the parent organization had rules specifically providing that meetings of its subordinate units shall be open to nonmembers, that would be relevant to this question, but silence on the subject does not prohibit subordinate organizations from adopting their own rules. Your statement that "There are no such specific words in national bylaws because it is accepted that our organization is not a public one." is not something I can express an opinion on. I don't know why your national organization's bylaws are written the way they are or whether it is correct that it "is accepted that our organization is not a public one." It seems that there is at least some disagreement on this point. "A society has the right to determine who may be present at its meetings and to control its hall while meetings are in progress; but all members have the right to attend except in cases where the bylaws provide for the automatic suspension of members who fall in arrears in payment of their dues, or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance. Nonmembers, on the other hand—or a particular nonmember or group of nonmembers—can be excluded at any time from part or all of a meeting of a society, or from all of its meetings. Such exclusion can be effected by a ruling of the chair in cases of disorder, or by the adoption of a rule on the subject, or by an appropriate motion as the need arises—a motion of the latter nature being a question of privilege (see 9:25; 9:28–29; and 19)." RONR (12th ed.) 61:6-7 "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

The fact that an officer has become "incapacitated," in and of itself, does not create a vacancy unless your bylaws so provide (and in such a case one hopes the bylaws also defines what this means and/or who determines this). What you could do, however, would be to resign. It may or may not be the other co-president which selects the replacement. I would check your bylaws to see what they say about filling vacancies. If they say something, follow that. If they are silent but grant the board full power and authority over the affairs of the society between meetings of the society's membership, then the board would fill the vacancy. If they are silent and the board lacks full power and authority over the affairs of the society between meetings of the society's membership, then the vacancy is filled by the same body which elected the position in the first place. The same body which has the authority to fill the vacancy has the authority to accept the resignation. Also, I would note that RONR frowns on the use of "co-presidents" and much prefers a President and Vice President. "The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly." RONR (12th ed.) 47:57 "The anomalous title “co-chairman” should be avoided, as it causes impossible dilemmas in attempts to share the functions of a single position." RONR (12th ed.) 13:17

What is the exact wording of the bylaws on this matter? The board member is correct that the actions taken at the meeting are invalid on the grounds that a quorum was not present and also on the grounds that not all members were notified of the meeting. Nothing in RONR would suggest that a board member does not need to be notified of a meeting on the grounds that "it was a conflict of interest since the board was meeting to take actions that were based "behavior" of board member A." Perhaps there is something in the organization's rules or applicable law which provides otherwise, but that is beyond the scope of RONR and this forum. I would note that board member A is mistaken in his claim that "the entire meeting was invalid because there was no quorum." The lack of a quorum makes any substantive actions taken at the meeting null and void, but does not make the meeting itself null and void. The failure to notify member A, however, does make the meeting itself null and void. In regards to Member A's claim that "Any actions at that invalid meeting can't just be ratified at the next meeting," Member A is partially correct. A board can ratify actions taken in the absence of a quorum. A board cannot ratify actions taken at a meeting which was not properly called due to failure to notify all members of the board (and therefore, is not a proper meeting of the board), however, the board can ratify actions taken by officers or staff pursuant to the decisions made at that meeting. So most likely, the board can indeed ratify the actions in question. "In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society’s rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately." RONR (12th ed.) 40:6. The one caveat I have is that I would be curious to know exactly what sort of actions we are talking about. We are told that the actions "were based [on the] 'behavior' of board member A." It seems implied that some sort of disciplinary action may have been taken. If so, there may be additional problems with this, and I think it would be necessary to know in that instance what the bylaws say regarding disciplinary action. "The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include: • action improperly taken at a regular or properly called meeting at which no quorum was present (40:6–10); • action taken at a special meeting with regard to business not mentioned in the call of that meeting (9:15–16); • action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority—including action to carry out decisions made without a valid meeting, such as by approval obtained separately from all board members (49:16) or at an electronic meeting (9:30–36) of a body for which such meetings are not authorized; • action taken by a local unit that requires approval of the state or national organization; or • action taken by a state or national society subject to approval by its constituent units." RONR (12th ed.) 10:54 The failure to notify member A, as well as the absence of a quorum (provided there is clear and convincing proof of this, which actually doesn't seem difficult in the circumstances) can indeed be used to nullify those actions. There does not, however, seem to be any need to do so. The board appears to already be aware that the actions taken at the meeting in question are not valid, which is presumably why the motion to ratify is being used. If the board was under the belief that the actions were already valid, there would be no need to ratify the actions. Mr. Brown, I agree that the actions taken at a meeting which was "not properly called and noticed to all members" cannot be ratified. Any actions subsequently taken by officers or staff pursuant to the decisions made at such a meeting, however, can be ratified. The text notes that "action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority—including action to carry out decisions made without a valid meeting." While the text continues on to say "such as approval obtained separately from all board members (49:16) or at an electronic meeting (9:30–36) of a body for which such meetings are not authorized", it seems clear that these are simply examples and not an exhaustive list. In the event that there were actions taken at the meeting in question for which no follow-up has yet occurred, those actions could not be ratified, although the relevant motions could be made anew. The board, however, already seems to be aware that the actions taken are null and void, which is presumably why the motion to ratify is being made. So instead, the member should raise a Point of Order while the motion to Ratify is pending, noting that the actions taken at the meeting may not be ratified since it was not a regular or properly called meeting of the board. This may not fully prevent the ratification of all actions, since it may be that officers or staff have taken action to implement some of the decisions made at the meeting in question, but it's better than nothing. Have any of these resignations been accepted? Resignations are not effective until they have been accepted, unless the bylaws provide otherwise.

Since your society has its own rules pertaining to discipline, those rules are controlling, and the society will ultimately need to interpret its own rules. Generally, it would seem to me that if the rules are silent, then there is no prohibition against it.

Based on these additional facts, I think there is a great deal of doubt over whether these people were ever actually a committee at all, since it seems it was just a group of people who at some point decided they were a committee. Even to the extent that this was a committee, I agree that the bylaws language in question suggests it was a committee of the board.

The motion to suspend the rules is in order in a committee as a general matter, although the specific instances in which it is in order may be more limited in a committee. A committee cannot suspend rules imposed upon it by its parent assembly or suspend rules in the society's parliamentary authority which specifically require the committee to seek authorization from the parent assembly to take a particular action. For instance, RONR quite clearly provides that motions to limit debate are not in order in committees unless so authorized by the parent assembly (with very limited exceptions permitted as discussed in RONR (12th ed.) 50:25n7). The rules could not be suspended so as to permit the committee, at its own discretion, to limit debate in a particular instance. Similarly, if the parent assembly adopted specific rules or instructions for the conduct of business in a particular committee or in committees generally, those rules could not be suspended by the committee unless the rule provided as much. Outside of those considerations, however, I see no reason why a motion to Suspend the Rules would not be in order in a committee. I expect when you say that "from what I have read, it seems that this is not something a committee can explicitly do," you are referring to the rule that "A committee may not adopt its own rules except as authorized in the rules of the society or in instructions given to the committee by its parent assembly in a particular case." RONR (12th ed.) 50:26. While it is certainly correct that a committee cannot adopt rules for its proceedings unless authorized to do so by its parent assembly, I do not think this means that the motion to Suspend the Rules is categorically prohibited. Adopting rules and suspending rules are not the same thing. Is there a particular usage of Suspend the Rules that you had in mind?

A motion to amend the agenda is an incidental main motion if it is made after the agenda has been adopted. It is a subsidiary motion if made when the motion to approve the agenda is pending. Certainly it is not an original main motion in any event. Concurring with my colleagues, I would add that while an objection to consideration could not be raised regarding the motion to amend the agenda, the members could certainly vote against the motion to amend the agenda. This will not necessarily prevent the motion from later being made unless the assembly has its own rules on that subject, but it could buy some time and might provide some insight into whether an objection to consideration is likely to be successful later.

I would check the bylaws of the corporation to see if it has its own rules on this subject.

I think that both the board and the membership could have a role in interpreting the bylaws as a general matter, although the membership's interpretation would prevail in the event of conflicting interpretations. I agree, however, that only the membership can correct an error in an election where the membership is the voting body.

If the membership is voting, it is an election of the membership. As a result, it is up to the membership to make any decisions regarding the validity of the election, unless the bylaws specifically provide otherwise. "Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society’s affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute." RONR (12th ed.) 46:50

The President may only adjourn a meeting unilaterally in the following circumstances: When the assembly has completed its full order of business and, when the chair asks if there is any further business, no member responds. When the assembly has previously set a time for adjournment and that time has been reached. When there is a "fire, riot, or other extreme emergency" and "taking time for a vote on adjourning would be dangerous to those present." RONR (12th ed.) 8:10 So no, the President may not unilaterally adjourn a meeting on the grounds that some members are out of order. The President did not have the authority to declare the meeting adjourned and the VP did have the authority (and duty) to take the chair and continue the meeting. We aren't told exactly what happened prior to the chair declaring the meeting adjourned, but no, I don't think what happened can be viewed as a response to a Point of Order without being very creative.

I think the fact that this was a board meeting complicates matters somewhat. So the follow-up question I have is whether the bylaws committee is a committee of the board or a committee of the membership. If the latter, then only the membership would have the authority to dissolve the committee. Additionally, I would note that I think you mean "postpone" and not "table," but yes, I agree that it is not proper to make a motion to postpone or table a revision which has already been disposed of. See FAQ #12.

The board lacked the authority to make its decision to have the ballot redone. It is, of course, too late to do anything about an election from ten years ago at this point, but it must be understood that the board's improper decision sets no precedent whatsoever. Nonetheless, the ballots should indeed be placed in alphabetical order by last name unless and until the rules are amended to provide otherwise or a motion is adopted by the assembly ordering otherwise. This has nothing to do with the board's improper decision on this matter ten years ago, but instead has to do with the custom on this matter, since the ballots have historically had the candidates listed in alphabetical order. When a custom is in effect and the custom does not conflict with a written rule, the custom should be followed unless the assembly chooses to do otherwise in a particular instance. "In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, such an established custom is adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise." RONR (12th ed.) 2:25

Generally there is no need for a motion to "consider" a resolution. Instead, a motion is simply made to "approve" the resolution, and by doing so, the resolution is then considered - that is, discussed, debated, etc. It may well be, however, that the City Council's rules provide otherwise on this matter. Furthermore, since the original motion was merely to "consider" the resolution, then yes, I think at some point a motion to actually approve (or accept) the resolution was necessary. In any event, the minutes should record what actually happened. I expect, however, that the motion to "consider" the resolution (even to the extent that this was a motion which was necessary) was not a main motion, and therefore is not the sort of motion which needs to be recorded in the minutes. So I agree with Mr. Novosielski regarding the contents of the minutes, at least so far as RONR is concerned. Once again, the City Council's rules may provide otherwise. The second motion was pointless even though the only motion which had been made at that point was a motion to "consider" the resolution? Is that the motion the President was supposed to take the vote on?

I believe you mean to say "taking about 2 hours to eventually become postponed to the next meeting." See FAQ #12. I think it would have been an effective time saver if the member cut out the part of approving the "general idea of a motion" and skipped to the part where the motion be referred to a committee. Referring a motion to a committee to work out the exact wording is often a very effective strategy for saving time, but this notion of approving the "general idea of a motion" is not one which is supported in parliamentary law. The assembly should only adopt clear motions with exact wording, not "general ideas." This would leave the assembly's boards, committees, and officers in an ambiguous situation as it is not clear exactly what the assembly has just agreed to. In addition to just being a bad idea generally, I don't know that it would actually be at all effective at saving time, since members may all have quite different ideas of what the "general idea" of the motion is, so the debate might actually take more time than debating a clearly worded, thoroughly researched motion. Refer to committee is an excellent tool for this purpose.

In my view, the conclusion that the ballot had to be redone because of this error was mistaken, although ultimately it will be up to the society to decide this matter. The word for you are looking for is "precedent." The fact that the ballots have historically been listed alphabetically by last name is not a precedent in the parliamentary sense. A precedent is created by a ruling of the chair and by the decision of the assembly on any subsequent appeal. The fact that something has been done a particular way in the past is a "custom." RONR does provide that a custom should be followed in the absence of any rule to the contrary and unless the assembly orders otherwise, so I think it is correct that the ballots should have been in alphabetical order by last name. It is not entirely clear to me, however, that this means the election should be redone. There apparently is a precedent set in the past that the election should be redone if the candidates are not in alphabetical order. The assembly may determine, however, that this election should not be redone, either because the facts of the case are slightly different (in that the candidates were in alphabetical order, albeit by first name) or because the precedent on this matter is mistaken. If you feel the election should be ruled null and void on these grounds, you should raise a Point of Order to that effect at the next regular meeting of the membership or at a special meeting called for the purpose. The chair will rule on the point, subject to appeal, which would place the decision in the hands of the assembly. In my view, the error in this matter is not sufficient to declare the election invalid. I do not think the assembly's previous decision on this matter was correct, and even if it was, I think the argument for invalidating the election is even weaker here, since listing the names in alphabetical order by first name conflicts with a custom but does not, in fact, conflict with the written rule in the bylaws. I do not think that the words "listed alphabetically," in and of themselves, unambiguously means "listed alphabetically by last name." I completely agree that the names should have been listed alphabetically by last name due to the custom on this subject, but this is not, in my view, sufficient grounds to invalidate the election. If you feel otherwise, you are free to raise a Point of Order on this matter, followed by an Appeal if necessary. In addition to the comments above, I would note that the board has no authority to invalidate an election by the membership, unless the bylaws specifically grant the board this authority. So I don't know that the "precedent" on this subject counts for much based on these additional facts, since the decision was made by a body which lacked the authority to make it. If the election is to be ruled null and void, this must occur at a meeting of the membership, not the board. "Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society’s affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute." RONR (12th ed.) 46:50 I would add to this that RONR does not in fact say that there is a continuing breach if any violation of the bylaws has occurred (unless it conflicts with a rule in the nature of a rule of order). Rather, it states that there is a continuing breach if "a) a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly" (unless the main motion conflicts with a rule in the nature of a rule of order). So in the case of an election, there would be such a breach if the election itself violated the bylaws - that is, if an ineligible candidate was elected. If an election occurs in which the candidates are not in the correct order, this is not a main motion that has been adopted which conflicts with the bylaws. Therefore, it seems to me that this violation does not fall under exception a whether or not the rule is in the nature of a rule of order. The other grounds for a continuing breach are as follows: "b) a main motion has been adopted that conflicts with a main motion previously adopted and still in force, unless the subsequently adopted motion was adopted by the vote required to rescind or amend the previously adopted motion, c) any action has been taken in violation of applicable procedural rules prescribed by federal, state, or local law, d) any action has been taken in violation of a fundamental principle of parliamentary law (25:9), or e) any action has been taken in violation of a rule protecting absentees, a rule in the bylaws protecting the secrecy of the members’ votes (as on a ballot vote), or a rule protecting a basic right of an individual member (25:7, 25:10–11)." RONR (12th ed.) 23:6 It seems clear that b, c, and d are not applicable here. A precedent is not a main motion, so the precedent concerning the previous election (even to the extent it is correct and applicable) does not suggest that exception b is applicable here. There is no suggestion that any violation of federal, state, or local law has occurred. The order of candidates on the ballot is not a fundamental principle of parliamentary law. So the only remaining argument would be that the rule regarding ballot order somehow protects absentees or a basic right of an individual member (since I certainly don't think it protects secrecy), and I personally do not find such an argument to be terribly persuasive.

Perhaps there is someone eligible to fill the position and willing to do so on a temporary basis until the bylaws can be amended so that you don't get in trouble with your local 911 jurisdiction. Alternately, perhaps you could explain the situation to your local 911 jurisdiction and ask if they have any ideas. Perhaps there is something in applicable law that would take precedence over your bylaws.

Thank you. I somehow missed that the motion was defeated.

No. If there are no eligible candidates, then the society should amend the bylaws to change the qualifications. Until that occurs, then it seems the society will not be able to fill the position.

Changing the language of the bylaws in any manner is amendment to the bylaws, whether or not the intent is to clarify the existing language.

Check your bylaws to see if they say anything regarding discipline or removal of officers. Failing that, see FAQ #20 and Ch. XX of RONR.