Josh Martin

No. A meeting continues to exist in the absence of a quorum, although only a few limited procedural actions can be taken. I would also be careful with the use of the word "reconsidered," which has a very particular meaning in parliamentary law. They are permitted to ratify their actions, yes. The motion to Ratify is debatable and requires a majority vote for adoption, and obviously this must be done when a quorum is present. The motion to Reconsider, however, is a particular motion in parliamentary law, so that's why you should be careful about using the word "reconsideration."

I would say that "written consent" means any form of communication reasonably interpreted to be in writing. I would think email and text messages are both certainly writing. I don't think anyone plans on approving something by Morse Code so I wouldn't worry about it. If you want to remove it because you are opposed to it on the merits, that's a separate discussion, but I don't think it's all that unclear. Alternately, if you think that only one form of written communication (for instance, email) should be permitted for written consent, the rule could be amended to clarify that. This really is not an unusual provision and is found in a great many organizations' bylaws and in various state laws.

Yes. Yes. Both the vacant officer positions and the vacant board seats must be filled as soon as practical, but the board can fill them in whatever order it wishes. Maybe, but not for the reasons you think. Was notice given (to the board members) of the elections for officer positions? If not, were all members of the board present? I think it would only be too late if all members of the board were present. Otherwise, failing to give notice would be a violation of a rule protecting absentees.

I concur with my colleagues that there is no parliamentary issue with the bylaws being called by some other name, however, I don't think it is a particularly good idea for the organization to simply call them "Rules." This is a general term which can refer to all sorts of different rules, and therefore this name would seem to lead to confusion.

Well, as I have previously noted, you have obviously approved electronic voting in some fashion, since you can't have an electronic meeting without some form of electronic voting. This does not necessarily mean, however, that the assembly has also authorized other means of electronic voting, such as members participating electronically in a meeting which is otherwise held in person, or votes being cast by electronic votes outside of a meeting (such as by email).

Generally I would say that "in person" refers to a person who is physically present. When reading a rule of this nature in conjunction with a rule which provides for "the ability to meet by telephonic, video, other conferencing process or electronic meeting tools," however, then it would seem reasonable to conclude that a person who is attending a meeting held electronically is considered to be "in person" for the purposes of the rule. Otherwise, the electronic meetings wouldn't work very well. Yes, I think it is obvious that if meetings can be conducted electronically, then electronic voting is permitted, at least at meetings which are held electronically. Otherwise the electronic meetings wouldn't work very well. If what you're trying to get is that the rule requires the organization to permit members to attend (and vote) electronically even at meeting which are otherwise held "in person," I'm not sure that's obvious.

I concur with Mr. Novosielski that no rule in RONR would suggest the chairman of a committee should abstain from voting on the committee's recommendations or otherwise step aside from participating as a member. I would also note that RONR does not have any procedure for an alternate to temporarily "step in" for a delegate. An alternate may only be upgraded to a delegate if the delegate relinquishes his position for the remainder of the convention (which generally would be done if the delegate was leaving the convention early). It may be, however, that the organization's rules provide otherwise on this matter.

RONR has no procedures regarding filing a "grievance" and does not use that term. RONR does have procedures for discipline and removal of members of the society as well as officers, including board members, which are discussed in Ch. XX of RONR. I'm not entirely certain if that is relevant to what you are referring to, although it doesn't seem to matter anyway since your bylaws have their own rules on this subject. Yes, your bylaws take precedence over Robert's Rules of Order.

It seems to me that write-in votes are not permitted, since the rule provides that "Only those applicants who apply in accordance with paragraph a. and b. above shall be eligible for election to the Board of Directors." It would seem that anyone written in would not have applied in accordance with paragraphs a and b and consequently would not be eligible.

Generally, it would seem to me that motions to amend an agenda would be as follows: To add an item to the agenda To remove an item from the agenda To rearrange items on the agenda To add, remove, or change a specific time for an item on the agenda No, none of these are in order. For one thing, all of these things are specific motions (the motions to Commit, to Postpone to a Certain Time, and to Postpone Indefinitely), not motions to Amend. More importantly, when the agenda is pending for approval, the business before the assembly is the agenda itself, which is a list of the items expected to come before the assembly, the order those items shall be considered in, and possibly also specific times at which certain items shall be considered. The items listed on the agenda are not before the assembly and cannot be acted upon. Members will need to wait until the particular item they wish to act on is pending in order to move to commit or postpone that item. No. These questions are so unusual for an agenda, however, that I wonder if you are actually asking about a consent agenda, which is a completely different thing, and these questions would then make a lot more sense. In such a case, you should refer to the special rules of order your assembly has adopted regarding the use of consent agendas. Alternately, perhaps the member who made these motions was thinking of a consent agenda.

If the result of the vote has not yet been announced, the member may simply inform the chair that they wish to change their vote. If the result of the vote has been announced, but the assembly has not yet moved on to the next item of business, the member may request permission to change their vote, and such permission may be granted only by unanimous consent. If the assembly has moved on to the next item of business, the member may not change their vote. "Except when the vote has been taken by ballot (or some other method that provides secrecy), a member has a right to change his vote up to the time the result is announced but afterward can make the change only by the unanimous consent of the assembly requested and granted, without debate, immediately following the chair’s announcement of the result of the vote (see below)... After the result of a vote has been announced, members can still propose or demand certain actions that may change the result. A member may raise a point of order regarding the conduct of the vote, demand a division of the assembly, move to retake the vote under another method, move for a recapitulation of a roll-call vote, or request unanimous consent to change his vote. With the exception of a point of order raised against a breach of a continuing nature (23:6–9), if any of these actions is to apply to a vote after the result has been announced, it must be taken immediately after the chair’s announcement, before any debate or business has intervened. For example, it is too late to take these actions after any member has been recognized and begun to speak in debate or to give a report or presentation, or after the chair has stated the question on a subsequently made motion, or after the chair has begun to take the vote and any member has voted on another motion that was pending." RONR (12th ed.) 45:8-9

I'm not entirely certain whether "delegate" is the correct word for this. The word "delegate," as the term is used in RONR, refers to a member of a convention. That does not seem to be the way the term is being used here. In any event, if a person who is not a member of a body wishes to make a presentation, the procedure would be for a member of the body to make a motion to grant permission for such a presentation to be made. If no motion is pending, a majority vote is sufficient. If the request is for the non-member to speak in debate, this would require a suspension of the rules, and would therefore require a 2/3 vote. In either case, the body may determine, in its own discretion, how long the person may speak. RONR has no special rules pertaining to how the nonmember would initiate this request. Generally, it would seem prudent to try to contact a member of the body regarding the presentation prior to the meeting. If this is a public body, it may well be that the body has its own rules on this subject, or that there are rules on this matter in state or local law, and if so, those rules should be consulted.

While I concur with Mr. Huynh that this will ultimately require interpreting the organization's own rules, I would generally think that if the motion specified that the member was suspended "until March 2021," then the motion means what it says and the suspension lasts until March 2021. Whoever has the authority to suspend members could presumably suspend the member for a longer period if desired, by following the relevant procedures in your organization's rules, but I do not think the suspension would be automatically extended on the grounds that "operations, functions, activities, etc." have ceased. March 2021 is still March 2021 regardless of what activities the chapter is doing.

Robert's Rules of Order says nothing of the sort. The Sergeant at Arms, as the position is described in RONR, does not have the right to enforce the assembly's rules, let alone to enforce ethical and honorable conduct. The responsibility of enforcing the rules falls to the presiding officer and to the assembly itself, and the responsibility of enforcing ethical and honorable conduct falls to the society's membership. The Sergeant at Arms may be called upon to assist the presiding officer in this regard, but it is not the right or responsibility of the Sergeant at Arms to attempt to enforce the assembly's rules on his own initiative. "A sergeant-at-arms (or warden, or warrant officer, as sometimes called), who, on the floor of the meeting hall, assists in preserving order as the chair may direct. In a convention or large meeting this officer may have charge of the ushers. He may handle certain physical arrangements in the hall as well, such as being responsible in some cases for seeing that the furnishings are in proper order for each meeting. In a legislative or public body that has the power to penalize or compel the attendance of its members, the sergeant-at-arms may have the duty of serving warrants or notices of fines, or of arresting absent members in the event of a Call of the House (40:13–16)." RONR (12th ed.) 47:40 In any event, the duties of this position are quite clearly defined in your bylaws, and those duties remain the same regardless of what the position is called. No. Indeed, it makes complete sense to me that a different title may be desired, since it seems that the duties normally associated with the Sergeant at Arms make up only a small portion of the duties of this position. The organization is not required to have a Sergeant at Arms at all, and even if it does have a person who performs some or all of the duties normally associated with the Sergeant at Arms, the society can call this position whatever it wants.

For starters, what exactly do your bylaws say regarding a quorum and regarding filling vacancies? If the bylaws are silent regarding filling vacancies, do the bylaws grant the board "full power and authority" to act for the club between meetings of the club's membership?

No, I don't think so. Yes, in my view, the motion to amend the agenda is considered separate from the merits of the main motion. Indeed, generally a motion to amend the agenda will not have sufficient specificity to determine whether the main motion would or would not be in order. Even if the agenda item is unusually specific, I don't think the motion to amend the agenda would be out of order on the grounds that the main motion which is expected to be made under that agenda item would be out of order.

Have the resignations been accepted?

It could potentially affect the validity of those votes where it can be demonstrated that the one ineligible board member's vote could have made a difference. The validity of other votes would not be affected. The membership.

It should first be noted that this situation should never arise. No final vote is taken on the approval of the minutes, since not approving any minutes is simply not an option. So keep that in mind for the future. What happens is that, at this time, there is no official record of what occurred at the meeting in question, which is an error which should be corrected as soon as possible. The minutes should be submitted for approval again at the next regular meeting (possibly with some corrections). If errors remain in the minutes, those errors may be corrected. Any member may offer a correction and, if there is disagreement, a majority vote settles the issue. If the errors in the minutes are so extensive that the assembly cannot fully correct them on the spot, then appropriate solutions would be to postpone the approval of the minutes or refer them to a committee for further study. Additionally, if a situation arises in which the minutes are "completely wrong," then certainly something is going terribly wrong with the manner in which the minutes are being taken. As Mr. Brown notes, putting too much information in the minutes is certainly a likely culprit. Another common problem which causes situations like this is that the chair is failing to require that motions be clearly stated and, if necessary, submitted in writing, so that the secretary can record the exact wording in the minutes. Yes.

The President can and should continue to preside during an election for officers even if he is a nominee, unless he wishes to speak in debate. "Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly’s consideration of that motion, just as he would in a case where he wishes to take part in debate (see also 43:29–30). The chair, however, should not hesitate to put the question on a motion to elect officers or appoint delegates or a committee even if he is included." RONR (12th ed.) 47:10

If I understand the facts, no election ever occurred last year. The only way to remedy this situation is to have the election as your bylaws require, although it will be very late. So you will actually be electing all seven board members this year. For the three board members which should have been elected last year, the election will be for the remaining time on their term, and for the other positions the election will be for a full term. The other question is whether the persons currently serving in the positions, who were not properly elected to these positions, can continue to serve in those positions until the election is completed. It seems to me this depends on what the bylaws say regarding the term of office and what they say regarding filling vacancies.

RONR provides, however, that one of the distinguishing characteristics of a deliberative assembly is that "In any decision made, the opinion of each member present has equal weight as expressed by vote." RONR further provides that "The rules in this book are principally applicable to meeting bodies possessing all of the foregoing characteristics. Certain of these parliamentary rules or customs may sometimes also find application in other gatherings which, although resembling the deliberative assembly in varying degrees, do not have all of its attributes as listed above." RONR (12th ed.) 1:1-2 So it seems to me that RONR itself tells us that if an organization deviates in some respects from the distinguishing characteristics of a deliberative assembly as discussed in RONR (12th ed.) 1:1, the remaining rules in the book cannot necessarily be taken at face value. While it is correct that RONR provides that a motion is seconded by a different member, the rules on this subject are written based upon the assumption that each member is one person with one vote. It is not necessarily clear that these rules are also applicable in situations where a person has multiple votes. In addition to this, even if one insists that the motion must be seconded by a different member, I think there may very well be the possibility that the person is, in fact, two or more members. In RONR "membership is individual, personal, and nontransferable." RONR (12th ed.) 45:70. I am not certain, however, that this is the case in this organization. At the very least, membership is transferable, as membership could be transferred by selling the property (additionally, proxy votes are often permitted in such organizations). It may well also be that membership is not individual, as it is often the case in associations of this type that a membership can be shared by multiple persons. Finally, it is not clear that membership is personal. It may be that is actually the lot which is a member, rather than the owner of the lots. I think it is also important, in interpreting the rules relating to a second and how they may apply in different circumstances, to keep in mind what RONR says regarding the requirement of a second and its purpose. "The requirement of a second is for the chair’s guidance whether to state the question on the motion, thus placing it before the assembly. Its purpose is to prevent time from being consumed by the assembly’s having to dispose of a motion that only one person wants to see introduced." RONR (12th ed.) 4:12 It seems to me that implicit in this discussion is an assumption that "the opinion of each member present has equal weight as expressed by vote." In such a case, if only one member wants to see a motion considered, this is indeed likely a waste of the assembly's time as the motion has no chance of adoption. In an assembly where members' opinions do not have equal weight as expressed by vote, however, it is not necessarily the case that a motion which only one member wishes to see considered has no chance of adoption. For a particularly extreme example, it is even conceivable that a single person could hold a majority (or more) of the votes. In such a case, it seems clearly ludicrous to suggest that some other person must second the motion in order "to prevent time from being consumed by the assembly’s having to dispose of a motion that only one person wants to see introduced."

What should have been done in regard to the April meeting was to have a single member attend the annual meeting in April 2020, in order to adjourn it or adjourn it to a future date and time (likely to meet at the call of the chair, given the uncertainty in the present situation). Other than that, if the bylaws authorize the board to fill vacancies, the board can indeed use that provision to fill vacancies caused by the inability to hold an election. Vacancies may indeed be filled prospectively. This seems to be the best solution available in the circumstances, at least as a matter of parliamentary law. See Official Interpretation 2020-2. If there is concern about how to resolve the conflict between the fact that the law both requires you to hold an annual meeting and also effectively prohibits you from having an annual meeting, that is a legal question. It may be that there is something in the executive orders on this matter which would resolve the issue, such as temporarily lifting the requirement to hold an annual meeting, authorizing the membership to meet electronically notwithstanding the lack of authorization in the bylaws, or some other solution. It may also be helpful to see whether the laws and orders in question at least provide a solution for the board. We are told that the board "has continued to meet as a board electronically," but the board can't meet electronically either unless authorized by the bylaws or applicable law. So far as RONR is concerned, if the bylaws do not authorize electronic meetings, then electronic meetings cannot be held, period. "Force majeure" is a legal concept, not a parliamentary one. Whether this concept or some other provision in law would permit the board to convene electronic meeting of the membership is a queston for an attorney.

Based upon the facts presented, and assuming there is nothing else in the bylaws which is relevant on these subjects, I am inclined to agree that 1) amendments to the bylaws adopted by the board are not effective until confirmed by the membership at a meeting duly called for that purpose and 2) under the bylaws as they are currently written, the board members' terms would end on November 1st, even if their successors had not been elected. I don't know whether the statement that "any motion made and carried by the Board does not go into effect until the General Membership approves it" is correct with regard to motions other than amendments to the bylaws. If it is in fact correct that members of the board do not continue serving until their successors are elected, and it is not possible at this time to hold a meeting of the membership in order to hold an election, another potential option would be vacancy-filling procedures. What do your bylaws say on that subject?

I would first note that RONR has no rules regarding shift meetings. Such an arrangement would need to be defined in your bylaws and supported by appropriate special rules of order. So to the extent that your question relates to the shift meeting aspect, I don't think we can be of much assistance. Setting that issue aside, it appears that what occurred is that the President eventually ruled the motion out of order (not "withdrew" it, which refers to something else) because it was in some way improper. We are not told what the motion was or on what grounds the motion was ruled out of order, so I have no idea based on these facts what violation (if any) occurred. The President has the authority and duty to rule on questions of order, including ruling motions out of order if they violate some parliamentary rule. While it certainly would be preferable for the chair to rule an improper motion out of order when it is first made, nothing prevents the chair from doing so at a later time. It is not possible to know whether the President's ruling was correct without additional facts. If the President's ruling was correct, it's not possible to know what the remedy is without additional facts. If the President's ruling was incorrect, the remedy would simply be to make the motion again at a future meeting, and this time be prepared to appeal from the chair's ruling if necessary.