Josh Martin

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.

Was notice of the revision provided? What do your bylaws say regarding notice? It would certainly seem odd if notice was provided if there was no intention for the revision to be presented at this meeting. If insufficient notice was given, that would be a continuing breach and a Point of Order could be raised regarding that issue. Failing that, it may be that some of the amendments to the revision are invalid on the grounds that they exceeded the scope of the notice. The minutes should be corrected to reflect the fact that you were the one who moved to adopt the revision. As a general matter, any member may make a motion. In the particular case of a complete revision of the bylaws, however, RONR provides the following: "Consideration of a revision of the bylaws is in order only when prepared by a committee that has been properly authorized to draft it either by the membership or by an executive board that has the power to refer such matters to a committee." RONR (12th ed.) 57:5 "A proposal to substitute a new set of bylaws that is submitted by anyone other than such an authorized committee is not improper, but it is not treated as a general revision. In such a case, only changes within the scope of those contained in the substitute can be considered, as described in the previous paragraph (57:4)." RONR (12th ed.) 57:5n2 So it's not quite the fact that only the bylaws committee can move the adoption of the revision, but the treatment is different if the revision is proposed by someone else. In the event that the revision was validly adopted, the only manner in which it could be rescinded would be to submit a new revision which contains the language of the previous bylaws, following all previous notice requirements. This seems like more trouble than it's worth, especially if the intent is that yet another revision is forthcoming. It is not possible to rescind a motion which was defeated, nor is there any need to do so. As noted above, the only manner in which an amendment to the bylaws may be rescinded is by amending the bylaws again. I don't think it is possible to rescind the dissolution of the committee either, although the committee could be recreated. Or a new committee could be created, since apparently the assembly wasn't very happy with this committee anyway. You already discharged this one. By accident, apparently, but it still happened. So perhaps your mistake has turned into an opportunity, and the assembly can now appoint a new bylaws committee. It should be noted that if the bylaws specify certain standing committees, then no other standing committees may be created, unless the bylaws provide otherwise. So the historical understanding that the bylaws committee is a standing committee may be mistaken. It may, in fact, be a special committee. Perhaps this is something for the bylaws committee to look at. EDIT: I struck most of what I said as inapplicable since I missed the fact that the amendment was defeated.

Certainly the society may impose these requirements, but this does not mean that the board can impose them. I certainly do not think that RONR grants the board the authority to impose such requirements. It may well be that the bylaws of a particular society grant the board such authority. That may be difficult if the members who feel the requirements are unreasonable are prevented from attending the meeting.

I don't have any disagreement that, as a general matter, staff and officers have the authority and duty "to confirm that members are attending and non-members are not," but I don't know that this necessarily extends to the authority to adopt requirements that members register in advance or that members present identification upon entering the meeting, which are the specific rules the OP was asking about. I do not think it would be at all unreasonable for officers or staff to ask the names of persons entering and check those names against the membership roll, but if further verification is desired, I think it is best to check with the society to determine what exactly it wants to do in this regard, or alternately, to seek specific authorization for the board to adopt its own rules on the matter. I would note that, setting aside for a moment any questions of whether this is covered under 61:6 or whether the board has the authority to adopt such rules, it is certainly the case that simply putting things in the call of the meeting is not the appropriate method to adopt rules.

"On a ballot vote in an election or other vote involving multiple possible choices, members are able to write in or fill in a vote for any eligible person or choice and are not confined to voting for or against candidates that appear on the ballot." RONR (12th ed.) 45:18 "Strictly speaking, nominations are not necessary when an election is by ballot or roll call, since each member is free to vote for any eligible person, whether he has been nominated or not." RONR (12th ed.) 46:2 In light of these rules, I don't think the fact that the bylaws are specific with regard to how a member is placed on the ballot and with regard to how a member is nominated means anything for the question of whether write-in votes are permitted, since RONR specifically provides that votes can be cast for persons who are not listed on the ballot and who have not been nominated. If the organization wishes to prohibit write-in votes and/or provide that only candidates who are nominated are eligible for office, it is free to amend the bylaws to say so. As the rules are currently written, however, it seems to me that the ballot must allow for write-in candidates and that such votes must be credited.

The union could take disciplinary action against the President, such as removing him from office. I expect the union has its own rules on this subject, but if not, see FAQ #20.

There could, for instance, be bylaw language which explicitly grants the board the power in question. Other cases may be more of a gray area. If the board has the power to amend the bylaws, then yes, it could amend the bylaws to adopt rules of this nature in the bylaws, or amend the bylaws to grant the board the authority to adopt such rules.

I concur with Mr. Brown and would add in regard to the latter part of the question that the chair cannot table the motion until the next meeting. It would require a majority vote to postpone (not table) the motion to the next meeting, and the motion to postpone is debatable and amendable. See also FAQ #12.

I see no reason why the society could not adopt such rules. Indeed, I do not think such rules are unusual for large societies. I'm not sure I understand the question. Is your concern that there are so many imposters that there are enough of them to prevent adoption of the rule? If not, I don't understand what is preventing the assembly from adopting this rule. Certainly the rule in question will have to be applied somewhat differently at the meeting where the rule is adopted, since the assembly cannot have members retroactively register in advance. A proviso could be adopted to handle this. The rule below is written in general terms and can be adapted to what exactly you have in mind, adding or modifying details as desired. "Members shall be required to register for meetings of the membership X days in advance of the meeting by submitting a registration form. Members shall also be required to present identification to the credentials committee upon arriving at a meeting of the membership. The credentials committee shall verify that the person is a member in good standing prior to issuing credentials to the member. The Board of Directors is authorized to appoint a credentials committee for each meeting of the membership. The board is also authorized to adopt policies regarding the form and manner of registration, the forms of identification which are permitted, and such other policies necessary to implement these requirements. PROVISO: The chairman shall appoint a credentials committee of five members, which is instructed to report in 30 minutes with proposed identification requirements for the present meeting. The assembly shall recess for 30 minutes and shall then immediately hear the report of the credentials committee, considering the proposed rules for adoption and possible amendment. After adoption of these rules, the assembly shall recess for another 30 minutes and all persons present shall be required to submit the required identification to the credentials committee in order to continue participating in the present meeting. Registration X days in advance is not required for the present meeting." Yes, I think the rule described here could only be adopted by the membership, unless the bylaws provide otherwise. It is quite common for large societies to grant extensive power to the board.

Committees are not required to take minutes at all, since generally the committee's reports serve as its records. If minutes (or a "memorandum in the nature of minutes") are taken, they are signed by the secretary (although RONR does note that this may be the same person as the chair in a small committee). The minutes may also be signed by the chair if desired. The Executive Committee is required to take minutes, since it is in the nature of a board rather than a committee. The minutes are signed by the secretary, although the minutes may also be signed by the chair if desired. "In small committees, the chairman usually acts as secretary, but in large ones and many standing committees, a secretary may be chosen to keep a brief memorandum in the nature of minutes for the use of the committee." RONR (12th ed.) 50:24 "The executive committee is thus in reality a “board within a board” and operates under the rules in this book applicable to boards rather than those applicable to committees." RONR (12th ed.) 49:13 "A record of the board’s proceedings is kept by the secretary, just as in any other assembly." RONR (12th ed.) 49:17 "Minutes should be signed by the secretary and can also be signed, if the assembly wishes, by the president." RONR (12th ed.) 48:7 That last citation refers to the president because it is principally referring to meetings of the society's membership.

Yes, I think so. "The chair has a duty to rule out of order, as dilatory, any motion to Commit that is obviously absurd or unreasonable—such as one that (because of the time involved or any other reason) would have the effect of defeating the purpose of the main question." RONR (12th ed.) 13:9 I think it is perfectly reasonable to suggest as an extension of this principle that a committee should not delay its report in a manner which "would have the effect of defeating the purpose of the main question." Presumably, the assembly will discharge the committee of its consideration if it fails to report in a timely manner.

It should first be noted that absentee voting must be authorized in the bylaws in order to be used. Setting that aside, yes, under voting is permitted. "Although it is the duty of every member who has an opinion on a question to express it by his vote, he can abstain, since he cannot be compelled to vote. By the same token, when an office or position is to be filled by a number of members, as in the case of a committee, or positions on a board, a member may partially abstain by voting for less than all of those for whom he is entitled to vote." RONR (12th ed.) 45:3 I would note that, even if the software does not allow for this, there are likely workarounds which could be used, such as by adding several "candidates" called "Abstain1," "Abstain2," and so forth.

I first agree with Mr. Elsman that it is not appropriate to refer a motion to committee for the sole purpose of serving as an end-run around the rules of postponement. A motion would be referred to committee if the assembly, in fact, actually wants a committee to review the motion. The rules pertaining to the time limits on postponement have no application to the motion to Refer. The assembly may instruct the committee on a time to report back, either at the time of referral or at a later time. The assembly is also free to discharge the committee of further consideration of the motion. In the absence of such instructions, the committee is generally free to take as much as time as it needs to complete its task, although in the case of a special committee the committee would need specific authorization to continue considering the motion beyond the terms of the current board members. This will ultimately depend on the complexity and urgency of the issue as well as the patience of the parent assembly. "Since members of standing committees in ordinary societies are appointed for a term corresponding to that of the officers, such a committee is generally required to report at least once a year, usually at the annual meeting, on its activities and everything referred to it during the year. When a standing committee submits such a report at the conclusion of its members’ term, the committee is not discharged from further consideration of referred matters on which it reports partially at that time, unless the assembly so votes (36); thus such matters normally go over to the new committee. The members of the old committee continue their duties until their successors are chosen. A special committee—since it is appointed for a specific purpose—continues to exist until the duty assigned to it is accomplished, unless discharged sooner (see 36); and it ceases to exist as soon as the assembly receives its final report. The fact that an annual meeting intervenes does not discharge a special committee. But in a body which ceases to exist or in which the terms of some or all of its members expire at a definite time, like a convention of delegates, a city council, or a board of directors, a special committee expires with the body that appointed it, unless it is appointed expressly to report at a later time. If it does not report, its life expires with that of the body to which it was to report." RONR (12th ed.) 50:29-30 I would review Sections 13, 50, and 51 of RONR (12th ed.) which are found on pages 157-169, 466-503. Ultimately, for as long as the board permits the committee to continue to review the issue.

No.

Since the answer to this question involves the interpretation not only of your body's own rules but also applicable law, I really don't think it would be appropriate for me to hazard a guess. This question is beyond the scope of RONR and this forum. I would advise consulting an attorney.