Josh Martin

No, I don't see any parliamentary way to make the member repay the funds. If what is being alleged here is that there was some impropriety on the member's behalf (such as the member concealing information), then disciplinary action against the member may be appropriate, however, such disciplinary action could not involve requiring the member to repay the funds, since there is no provision in the bylaws for fines. Other penalties, up to and including expulsion from the society, could be applied. If the society has its own procedures for discipline, follow those rules, otherwise see Section 63 of RONR.

Under the disciplinary procedures in RONR, only the society itself can bring charges against a member. Individual members do not have the ability to bring charges. Additionally, the trial may be (but is not necessarily) held before a trial committee. The society also has the option of holding the trial before the full society. In the event that the society chooses to appoint a trial committee, the society is free to appoint whatever persons it wishes. If your society has its own rules pertaining to discipline, those rules should be consulted. Generally, it would seem to me that the appointing power is free to appoint whatever persons they wish unless the rules provide otherwise.

Assuming there are no rules on this matter that would need to be amended, I suppose the desired motion would be something along the lines of "That the fundraising committee be authorized to implement fundraising events if there is no cost to the membership."

Based upon these facts, it seems to me that the formal disciplinary procedures in Section 63 of RONR would be required to remove an officer, which (among other things) does include a trial. These procedures would still be conducted by the local organization unless the bylaws provide otherwise.

What exactly is the reason that this practice is currently in effect? Is there a rule in place which requires it, or is it simply a custom? Additionally, what is the desired practice going forward? Would these activities instead be approved by some other body or person (the board, the President, etc.) or would they not require approval of any kind? If there is a rule in place which requires this, the rule will need to be amended. Otherwise, an ordinary motion would suffice, although I think the motion would be more clear if it stated what the desired new practice is rather than simply saying that it will eliminate the current practice.

Rules for eligibility for office may only be in the bylaws. None of the rules presented here seem to be in the nature of rules of order, although there may well be other rules in the Delegate Manual in the nature of rules of order. If it is not expected that anyone will be nominated from the floor, then it seems to me the goal should simply be to clarify the bylaws in the future so they say what the organization wants them to say.

Just to be clear I understand the facts, my understanding is that the bylaws contain rules for removing persons from membership but do not contain rules for removing persons from office, and it is desired to remove this person from both. If this understanding is incorrect, please clarify. If this is correct, then the procedure in the bylaws must be followed to remove the person from membership must be followed. What process is used to remove the person from office depends upon the exact wording of the bylaws regarding the term of office, and we are given an incomplete quote in this regard which is missing some key words. If the bylaws have their own rules on this subject, those rules must be followed. The person would retain their position unless and until they are removed unless the bylaws provide otherwise. I would first note that we need an exact quote in full of what the bylaws say on this subject. The words provided here, in and of themselves, are not sufficient to determine whether or not a trial is required. The former. A national organization has no authority to remove the officers of a subsidiary organization unless the bylaws so provide. We will need an exact quote in full of what the bylaws say regarding the term of office in order to answer this question.

I think there is no doubt that, based on what is provided here, a person must be an active member of the national association and a state association and must have been a member of the national association for at least two years. This would apply regardless of how (or if) the person is nominated. I think it is less clear whether the other requirements, which relate to various documents which must be submitted, are intended to apply to all persons or are only intended to apply to persons who apply in advance. I can see reasonable arguments for both sides, and it will ultimately be up to the organization to interpret these rules. In the long run, it would seem prudent to amend the bylaws to clarify this matter. I also concur with Mr. Brown that it would be important to know whether the rules on this matter are found in the bylaws or in a lower-level document.

It is of course correct that if a person is not eligible for office, then that person is not eligible for office, regardless of the manner in which the person is nominated. What eligibility requirements, specifically, is it alleged that some or all of the anticipated nominees do not meet?

Based on these facts, the President is an ex-officio member of all committees, and the committee chairperson and all members are appointed by the Board President. That could include the Board President appointing himself as chairman of a committee. So I don't see how "disbanding and re-creating the committee" (even assuming the board has that authority) would help anything, since the President would still be an ex-officio member of the committee and would still appoint the chairperson (which could be himself) and the other members of the committee. If it is desired to not have the President be a member of (or appoint the members of) committees generally, or of particular committees, the organization is free to amend its bylaws. It is actually not that unusual for rules like this one to provide exceptions for certain committees. RONR suggests, for instance, that it may be prudent for such rules to exclude the nominating committee, and possibly also disciplinary committees. The organization is free to also exclude other committees if it wishes to do so.

I think I will need more context to provide a meaningful answer. Not exactly. RONR notes that it is preferable to avoid a motion containing a negative statement for the sake of clarity, but it does not go so far as to say that motions have to be in the affirmative. In the case of a motion "not to do something" in particular, RONR notes that this should not be done if the same result can be accomplished by offering no motion at all. "A motion whose only effect is to propose that the assembly refrain from doing something should not be offered if the same result can be accomplished by offering no motion at all. It is incorrect, for example, to move “that no response be made” to a request for a contribution to a fund, or “that our delegates be given no instructions,” unless some purpose would be served by adoption of such a motion. This could be the case, for example, if the membership of an organization wishes to make certain that a subordinate body, such as its executive board, will not take such action at a later date, or if the motion expresses an opinion or reason as to why no action should be taken. It is preferable to avoid a motion containing a negative statement even in cases where the effect of the motion is to propose that something be done, since members may become confused as to the effect of voting for or against such a motion. Rather than moving, for example, that the association go on record as “not in favor of the proposed public bond issue,” it should be moved that the association “oppose” or “declare its opposition to” the bond issue." RONR (12th ed.) 10:11-12

I concur completely with Ms. Percell that this statement is entirely false and does not appear in Robert's Rules of Order. The chair may not simply "refuse" a motion. The chair may rule a motion out of order due to the motion violating some parliamentary rule, but the chair must provide the reasoning for this ruling. In addition to the statement being incorrect in regards to the chair "refusing" a motion, I also am not entirely certain what the statement means by a "regular motion." This is not generally a term that RONR uses. (The only exception is in connection with the motion to Reconsider and Enter on the Minutes, in which the term is used to distinguish this motion from the "regular motion" to Reconsider.) So I don't quite know what a "regular motion" is or what motions are or are not supposed to be "regular motions," although the statement is incorrect in any event. It may be that this statement refers to the special rules of order of a particular organization, or it may be that the people who wrote this statement simply have no idea what they are talking about.

I do not think this is a reasonable interpretation unless there is some other rule in the bylaws that I am not aware of. The last time I checked, one is not "more than one."

It is ultimately up to the organization to interpret its own bylaws, but that interpretation appears to be correct to me based on the plain language of the rule. What is the alternate interpretation which is being suggested?

Yes, the person elected to fill the vacancy finishes the term. I don't think there is actually anything in RONR explicitly stating this, likely because it was believed to be apparent on the face of it that if someone is elected to fill a vacancy, then the person fills the vacancy - no more and no less. I'm not quite sure what you are suggesting there is for the entity to decide. What other interpretation is being suggested of what happens if someone is elected to fill a vacancy?

Okay. But the provision in RONR which provides that "In the case of a committee, however, if it is impractical to bring its members together for a meeting, the report of the committee can contain what has been agreed to by every one of its members." applies even if the bylaws are silent on the subject of electronic meetings. I am not certain that these rules in fact require a ballot vote or if they simply mean that the committee is required to produce ballots to prepare for the possibility of a ballot vote, and likewise that the committee is required to count ballots in the event that a ballot vote in fact occurs.

If the bylaws are silent, the quorum for a board is a majority of the board's members. In the event that the two resignations have been accepted, and the board therefore presently has 13 members, the board's quorum is presently seven. "In all other committees and in boards, the quorum is a majority of the members of the board or committee unless a different quorum is provided for: (a) by the bylaws, in the case of a board or standing committee that the bylaws specifically establish; or (b) by a rule of the parent body or organization or by the motion establishing the particular committee, in the case of a committee that is not expressly established by the bylaws." RONR (12th ed.) 40:5

Yes, we understand why all in-person meetings were canceled, but as Mr. Brown noted, committees have somewhat more flexibility in this regard. Since the committee in question appears to be expressly established by the bylaws, the committee cannot generally hold electronic meetings unless authorized by the bylaws to do so. In the event that every one of the committee's members can agree on its contents, however, the committee can adopt a report. The agreement of the committee's members in this regard could be obtained by an electronic meeting or outside of a meeting altogether, such as by email. So the election committee could potentially still complete its work, except in those respects where the members cannot reach agreement. "Except as noted in this paragraph, a report of a board or committee can contain only what has been agreed to by a majority vote at a regular or properly called meeting of which every member has been notified (or at an adjournment of one of these meetings, 9:17–19)—where a quorum of the board or committee was present. A presentation of facts or recommendations made merely upon separate consultation with every member of a board must be described thus to the parent assembly, and not as an official report of the board (see also 49:16). In the case of a committee, however, if it is impractical to bring its members together for a meeting, the report of the committee can contain what has been agreed to by every one of its members." RONR (12th ed.) 51:2 "As in the case of a board or any assembly, committees that are expressly established by the bylaws can hold a valid electronic meeting only if authorized in the bylaws to do so." RONR (12th ed.) 9:35 I hesitate to answer this question without knowing exactly what the bylaws say in this regard.

Do your bylaws require a ballot vote? If not, this is permissible. Either is permissible. It is at the assembly's discretion. I would note that this step is not strictly necessary, although I do not see any harm in it, so long as additional nominations from the floor are accepted. I would note that if there are six or fewer nominees (and the bylaws do not require a ballot vote), election by acclamation would be acceptable here as well. Assuming there are at least seven nominees (or if the bylaws require a ballot vote), this is the correct procedure. Yes, this seems like a reasonable method of holding this year's elections. I would be sure to check that the bylaws do not require a ballot vote, but otherwise I do not think you are missing anything.

My day job is not related to parliamentary procedure, but I am also a Professional Registered Parliamentarian with the National Association of Parliamentarians and I serve as a parliamentarian for clients. That is more likely to be relevant. Additionally, the part in quotation marks in my response is a direct quote from the 12th edition of Robert's Rules of Order Newly Revised. The one caveat I will add is that my answer is based solely upon Robert's Rules of Order, and it may be that the solicitor's response was based upon something in the Council's own rules or applicable law.

No. No interruptions of any kind are in order during a vote. The one exception is that the assembly may conduct other business during a ballot vote, which is not applicable here. "When a vote is being taken, no interruption is permitted from the time that any member has actually voted until all have presumably voted, unless as sometimes occurs in ballot voting, other business is being transacted during voting." RONR (12th ed.) 45:6

Then the person in question remains a director until the resignation is accepted. Alternately, the director could withdraw the resignation. Yes, the member retains all rights as a member of the board. This does not change the fact that this person is still a member of the board, it just means that this error should be corrected. Additionally, to the extent that notice of any of the meetings in question is required, that may pose some problems for the validity of those meetings. The most prudent course of action would seem to be to accept the resignation as soon as possible (unless the director wishes to withdraw the resignation). And then fill the vacancy in a timely manner. That is an interesting provision. RONR provides that a director relinquishes the position at the time that the resignation is accepted. This provision may mean, however, that the director continues to serve until the successor is appointed, even if the resignation is accepted. It is ultimately up to the organization to interpret its own bylaws. If this is in fact what this provision means, that would seem to suggest that it is even more pressing to find a replacement, assuming the director has not changed their mind about resigning. Again, it is ultimately up to the organization to interpret its own bylaws. I think it is a reasonable interpretation, however, that the rule means that the member in question cannot nominate their self, but another member could nominate them. I haven't the slightest idea. I suppose it depends on at what point a person is considered to be a "resigned member" in the meaning of this rule. But there was a resignation. The resignation has just not taken effect yet (and apparently might not take effect even if accepted). I agree, however, that whether that means this person is a "resigned member" in the meaning of this rule is a matter of interpretation. Please post your question as a new topic, even although an existing topic is similar.

In the particular instance described here, there would be no reason for the chairman to do so. As has been previously explained several times, the chairman has the authority to order a counted vote on his own initiative. If the chairman believes the vote should be counted, the chairman can and should simply order that a counted vote be taken. As a general matter, assuming the assembly is not using the rules for committees or small boards (in which event seconds are not required anyway), if the chairman wishes to second a motion because the chairman wishes to exercise his rights as an individual member for the motion to be considered, the chairman should indeed relinquish the chair in order to do so. On the other hand, the chairman also has latitude in stating the question on a motion without a second, although this should be done due to the chairman's judgment that the motion already clearly appears to have support to be considered, or due the chair attempting to facilitate routine business, rather than the chairman's personal desires as to whether the motion should be considered. See RONR (12th ed.) 4:12-13.

If the bylaws say nothing about a motion of "no confidence," such a motion may be adopted the same manner as any other main motion - by majority vote, and it is debatable and amendable, however, the effect of such a motion is simply to express the assembly's opinion that it has no confidence in the person in question. It does not remove anyone from office. This motion has this effect in certain Parliaments, but this is because of those organizations' unique rules on the subject, not due to any rule in RONR. See FAQ #7. If you are asking how to remove a board member, then that depends upon two key factors: 1) Do the bylaws say anything regarding removing board members? 2) If not, what do the bylaws say regarding the term of office for board members? See also FAQ #20.

I would keep in mind that RONR is written for all sorts of assemblies, up to and including large conventions with hundreds or even thousands of members. So it is indeed the case that a counted vote can be extremely time-consuming, depending on the size of the assembly. This is why a counted vote cannot be demanded by a single member. It should also be noted that the chair has the right (and duty) to ensure the accuracy of a vote on his own initiative and authority, up to and including ordering a counted vote. One hopes that the assembly has elected a chairman who takes this duty seriously. As a result, there rarely should be any need for a Division of the Assembly or a motion for a counted vote, as the chair will order these things on his own as needed. Alternately, the assembly itself may order a counted vote. A motion for a counted vote requires a second and a majority vote for adoption. These procedures are discussed in more detail in RONR (12th ed.) 4:38-42, 27:1-15, 30:6. I concur with my colleagues that the requirement of a second for a counted vote does not seem especially onerous. If the result of a vote is close enough that it is truly in doubt, I presume that getting two people to request a count will be simple enough. I generally would assume that even getting a majority to vote in favor of a count would be simple enough if the result is truly in doubt, since the assembly will want to ensure there is an accurate count. (Also, as noted previously, the chair should generally order these things in the first place if the result is truly in doubt.) If an assembly wishes, it may adopt its own special rules of order on this matter.