Josh Martin

Thank you. Based on these facts, the current terms of office will expire at the usual time. The term expiration means that the Vice President will automatically become President, just as would be the case when your President's term ends in normal circumstances. Since this happens automatically, it happens whether or not the election occurs. Yes. Apparently so. Apparently so. Your bylaws provide that the appointment lasts "for the remainder of the original term," so that is what happens. I agree that the rule in your bylaws, in conjunction with the rather unusual set of facts presented here, creates an unfortunate situation, but that nonetheless appears to be what the bylaws require. I can think of two options to make this occur: 1) Amend the bylaws. 2) If the President and Vice President are willing to cooperate, then adopt a motion at the 2021 annual meeting expressing the assembly's opinion regarding who should be President and Vice President. The President then resigns, the Vice President becomes President, appoints the assembly's choice as President as Vice President, resigns, the assembly's choice as President becomes President, and that President then appoints the assembly's choice as Vice President as Vice President. (This scenario assumes the society does not choose either of the incumbent officers. If the society does choose one or both of the incumbent officers, it may be possible to skip some or all of those steps.)

While there may be reasonable disagreement regarding whether the particular rule in Mr. Honemann's example is a rule of order, I am baffled by this suggestion "that the rules that fall within the scope of 25:13 are not rules of parliamentary procedure at all." "Rules that have their application outside of the session which is in progress cannot be suspended. For example, a policy prohibiting total contributions to any one charitable organization in excess of $500.00 in any one calendar year is a rule which has its application outside of a meeting context, and thus cannot be suspended so as to permit the adoption of a motion to make a contribution in excess of the specified amount. (Such a rule can, however, be rescinded or amended; see 35.) Likewise, the rules cannot be suspended in order to permit postponement of a motion to a future session that will be held after the next regular business session or that will be held after more than a quarterly time interval has elapsed." RONR (12th ed.) 25:13 I certainly agree that the example that relates to "a policy prohibiting total contributions to any one charitable organization in excess of $500.00 in any one calendar year" is not a rule of parliamentary procedure, but the rules which prevent "postponement of a motion to a future session that will be held after the next regular business session or that will be held after more than a quarterly time interval has elapsed" are certainly rules of parliamentary procedure. The fact that a rule has effect partially or wholly outside of the current session does not, in and of itself, determine whether or not the rule is a rule of order. So I do continue to assert "Yes, I think so" and "No, not necessarily so."

It seems like it is the latter, unfortunately, based on the OP's other post here.

It might be that the issue is that members don't really want to attend and they are struggling to round up enough members to obtain a quorum. I concur with Mr. Katz that your quorum provision is highly unusual and ambiguous, and as a result I do not know if I can say for certain whether a quorum is 20 or 22. Presumably, either of these is less than a majority of the members, which is the other option in your bylaws. I would also note that so far as RONR is concerned, a quorum may only be met by the members being together in a single room or area. Perhaps, however, the various government orders on this matter authorize electronic meetings under the circumstances.

We'll respond to your question in its own thread.

Not automatically, but he could be appointed to fill that vacancy under the rules in your bylaws, assuming the position has not already been filled.

No, not necessarily. "Rules that have their application outside of the session which is in progress cannot be suspended." RONR (12th ed.) 25:13 The portion of the rule which relates to the board's approval only has application within the board meeting where the approval occurs, and the President's power to appoint has its application outside of any session, since the President doesn't stop being President in between meetings.

What should be done instead of outright cancelling the meeting in advance (unless the bylaws actually authorize the board to cancel the meeting) would be for a very small number of members (perhaps even one member) to attend the meeting in the hotel parking lot or something and at that time adopt a motion to establish an adjourned meeting (or to simply adjourn). These are some of the handful of procedural actions which may be adopted even in the absence of a quorum. Before I can proceed with answering any of these questions, I need to know the exact wording your bylaws use to define the term of office.

What it means is that the member may make such a motion if a member has been recognized by the chair (and therefore has the floor) but has not actually started talking yet. Depending on the particular motion, this might mean that the member could immediately stand and state their motion without recognition, or it may mean that the member is still required to seek recognition, but may seek such recognition even although another member has the floor. In such a case, the chairman would presumably ask the member "For what purpose does the member seek recognition?" in order to determine if the member is seeking recognition for a purpose which is in order at the time.

This is absolute nonsense. This is an absolutely acceptable practice and is, in fact, the required practice. "If no member seconds the motion, the chair must be sure that all have heard it before proceeding to other business. In such a case the chair normally asks, “Is there a second to the motion?”" RONR (12th ed.) 4:10 Well, I would note that these are two different things. As noted above, it is absolutely the correct practice for the chair to ask "Is there a second?" I am less certain about "Can I get a motion?" although additional context may be helpful. In the particular case of approving the minutes, I would note that no motion whatsoever is required, and even if a motion is made, the chair in that case should not ask for a second (since as just noted, he should proceed with approving the minutes even without a motion). When the minutes are being approved, the chair should ask if there are any corrections to the minutes. After any corrections have been dealt with, the chair simply declares the minutes approved. I don't know what "other tasks" you are referring to.

Yes, I think so. The rule affects rules of parliamentary procedure in that it relates to how the assembly's committees are appointed. Additionally, if not for this rule, the assembly would be free to determine the manner of appointing a committee in each instance, and therefore the rule appears to interfere with the freedom of each session, which can only be done by a rule at least on the level of a rule of order.

I think it would be a special rule of order.

It is ultimately up to the organization to interpret its own rules. If the interpretation which has been used in the past is wrong, then it can and should be corrected. I am personally inclined to think that "1 month equals 1 month" seems like the most reasonable interpretation of this rule. In the long run, if the society thinks the election committee members deserve "extra credit," then the bylaws may be amended. Alternately, the society could amend the bylaws to remove these rules entirely and just let the society elect the persons it thinks are best suited for office.

If the assembly desired to consider a question currently pending at a special meeting, would the proper course of action be to move to postpone the motion indefinitely, and then to have the required number of members request a special meeting to address the issue? I'm not certain this is necessary, as I wonder if the OP was simply unaware of the option of an adjourned meeting. It is conceivable, however, that it might be desired to consider the motion at a special meeting, so that no other business could be considered at the meeting. The rule in question only permits the assembly itself to schedule a special meeting in very limited circumstances. Other than those circumstances, a special meeting may only be called as authorized in the bylaws. "Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661)."

I don't think it needs to be put on the agenda. This would be handled through a Point of Order (and an Appeal, if necessary). These are incidental motions, and incidental motions generally are not placed on the agenda. So I would simply raise a Point of Order regarding the matter at a meeting of the membership. If this is the philosophy the society has in regards to this rule, then perhaps the society should amend the bylaws to get rid of this rule. In the alternative, since we are told that the desire is to sometimes let people get away with it, perhaps the rule could be amended so that some body (the board, the membership, etc.) may remove board members under those circumstances, rather than the removal being automatic. Unless and until this occurs, however, the rule must be followed. Yes. I would first start by raising a Point of Order regarding this matter at a meeting of the membership, followed by an Appeal if necessary. I would focus first on ensuring that it is clear that these persons are no longer members of the board. After that is settled, a Point of Order could also be raised regarding the validity of motions adopted by the board where it can be demonstrated that the votes of the non-board members could have affected the result. If desired, the society could also take disciplinary action against the remaining, validly serving board members for failing to comply with the bylaws in this matter and permitting non-board members to vote. For that, see FAQ #20. I would note that apparently some of the "board members" have been "automatically removed" due to a provision in the bylaws, so I think that a simple Point of Order and Appeal would be sufficient in that case. It's not necessary to use disciplinary procedures to remove someone who has already been removed. The society could, if it wished, choose to take disciplinary action against the remaining board members who are validly serving but who have failed to comply with the bylaws.

The committee may recommend that the assembly rescind or amend the previously adopted motion. Presumably, at least one member of the committee is also a member of the parent assembly, in which event that person would move to implement the committee's recommendation. Alternately, the motion could also be made by any other member of the assembly. No, the committee is not required to take a position on this issue. If previous notice has not been given, the voting requirement is a 2/3 vote or a vote of a majority of the entire membership, either of which is sufficient. If previous notice has been given, the requirement is a majority vote. Certainly the committee cannot decide on its own to rescind or amend the motion, but it would seem to me that the committee is free to make a recommendation on this matter on its own initiative.

There is. The National Association of Parliamentarians, despite the name, is actually international and has quite a few members in Canada. They provide a referral service: https://www.parliamentarians.org/prp-search/ I don't know that finding a parliamentarian in the area (although this may also be beneficial), however, will necessarily be of assistance in finding a lawyer. Yes, I think that would be prudent.

No. Electronic meetings may not be held unless specifically authorized in the bylaws.

It is ultimately up to the organization to interpret its own bylaws, but this seems to be a reasonable interpretation.

It is at the board's discretion.

That certainly will complicate holding electronic meetings, and the problems in relation to determining if a quorum is present are likely only the beginning of the issues in this regard. The sample rules are designed with small boards in mind. The rules in question may need to be slightly modified. It may be desirable, for instance, to require more than a single member to call for a quorum count, and also to provide some mechanism other than an audible roll call for members to indicate that they are present, such as built-in polling features. It may also be desirable to ensure that the meeting technology not only provides a list of the participants but also provides a count of the number of participants currently signed in. I would advise that the organization hire a professional parliamentarian, preferably one with extensive experience in large electronic meetings, for assistance in developing rules for these meetings. The National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals.

Yes, I think that is is correct that if these persons were not (in fact) properly elected as directors, they lacked the authority to accept the resignation.

It would again be a good idea to check applicable law to see if there is anything in the act which authorized the society to meet electronically. It is also possible that a law or executive order was adopted which authorized the society to meet electronically during the course of the state of emergency. In the absence of such provisions, it is indeed correct that teleconference meetings are not permitted unless authorized by the bylaws, and that any business conducted at an improperly held meeting by teleconference is null and void. Assuming that this is what your bylaws say on this subject, that sounds correct. Was the resignation ever accepted?

It will likely be necessary to adopt special rules of order (or at the very least, some customary practices) to assist in this regard. The RONR Authorship Team has released a document containing several sets of Sample Rules for Electronic Meetings, available here. I'm not quite sure what technology you're using, but since it sounds like this is a fully electronic meeting with no central meeting location, that would be either Scenario A, Scenario B, or Scenario D. The text uses slightly different rules on this subject for each scenario. Scenario A "Quorum calls. The presence of a quorum shall be established by audible roll call at the beginning of the meeting. Thereafter, the continued presence of a quorum shall be determined by the online list of participating members, unless any member demands a quorum count by audible roll call. Such a demand may be made following any vote for which the announced totals add to less than a quorum." So this scenario involves various full-featured Internet meeting technologies that "integrate audio (and optionally video), text, and voting capabilities" and assumes that members who are "signed in" to the meeting and appear in the list of participants are present, unless an audible roll call is demanded. This can be done if the vote totals do not clearly demonstrate the presence of a quorum. For example, there is a board of seven members, and the quorum is a majority (four). If at least four members vote on a motion, then obviously a quorum is present. If only three members vote, however, then it is not known whether at least four members are present or whether some members simply abstained. In that instance, a member may demand a roll call to determine the presence of a quorum. Scenario B "Quorum calls. The presence of a quorum shall be established by roll call at the beginning of the meeting and on the demand of any member. Such a demand may be made following the departure of any member, or following the taking of any vote for which the announced totals add to less than a quorum." This scenario involves a situation in which the meeting is largely held by conference call, but with assistance from "Internet services for conducting secret votes and sharing documents." In this scenario, the situation is much the same as above, except that the rules also permit a quorum call to be demanded following the departure of any member. Scenario D involves a situation where the meeting is held entirely by teleconference without any Internet support, and the rules on this subject are identical to Scenario B. The sample rules also contain requirements in Scenario A for members to sign out if they are departing the meeting, and for members in Scenarios B and D to announce if they are departing the meeting. One of my clients is holding meetings which fall under Scenario A and generally uses the same procedure for determining the presence of a quorum, with the addition that a roll call is also taken after returning from a recess.

The details of your rules are unclear based on the summary. Please provide exactly what your bylaws say on this matter. What Robert's Rules of Order says on this subject generally is the following: "Except in matters placed by the bylaws exclusively under the control of the board, the society’s assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35)." RONR (12th ed.) 49:7 So as a general matter, the church congregation could "override the Council’s vote and present the candidate to the congregation for a vote to hire," but I think it will be necessary to know what your bylaws say on this subject to provide a definitive answer to this question.