Josh Martin

You seem to have reposted exactly what you posted last time. Was this some sort of error? My answer to this post was provided above, but it is provided here again if needed: It is ultimately up to the organization to interpret its own bylaws. Generally, however, I am inclined to think that if the rules you have cited apply to board members and they do not clearly provide for suspension of the member's rights, then the member's rights are not suspended, and anything put in the charges to this effect would be meaningless. If the rules you have cited do not apply to board members, the member can't bring charges at all - only the society itself can do so.

It is ultimately up to the organization to interpret its own bylaws. Generally, however, I am inclined to think that if the rules you have cited apply to board members and they do not clearly provide for suspension of the member's rights, then the member's rights are not suspended, and anything put in the charges to this effect would be meaningless. If the rules you have cited do not apply to board members, the member can't bring charges at all - only the society itself can do so.

I would first note that there may be a question of interpretation regarding whether the rule in question does or does not apply to discipline of board members. In the event that it does, the board member's rights would be suspended only if the rule so provides. If the provision in the bylaws is not applicable to discipline of board members, then because the bylaws provide a fixed term for office, the formal disciplinary procedures in RONR would be controlling. These are lengthy disciplinary procedures and should be reviewed in their entirety before proceeding. See RONR (12th ed.) 63:1-40. In the formal disciplinary procedures in RONR, charges may only be preferred by the society itself, not by an individual member. The first step is actually the appointment of an investigative committee, and it is only after that committee reports that the society would determine whether to prefer charges and schedule a trial. In the resolution preferring charges, the society may (but is not required to) suspend the member or officer of some or all of their rights and duties, except those rights in connection with the trial. The board member's rights and duties would be suspended only to the extent specified in the resolution. "A resolution preferring charges may (although it need not) be accompanied by one suspending all or some specified portion of the accused’s authority, rights, and duties as an officer or rights as a member (except those rights that relate to the trial) pending disposition of the case, effective from the time official notification of the resolution is delivered to the accused’s address." RONR (12th ed.) 63:26

It is ultimately up to your organization to interpret its own bylaws, but based upon the facts provided, my view would be that a referendum is required. The rules on this matter appear to provide that an amendment may be proposed either by an initiative or by the Student Senate, however, it appears that they must be adopted through a referendum regardless of the manner in which they are proposed. The only caveat I would add is that while you refer to an amendment being made to "the bylaws," the articles you have quoted refer to "this constitution." I am somewhat uncertain as to whether you are using these terms interchangeably or if your organization has a separate constitution and bylaws. If the latter is correct, then we may need additional clarification regarding which document the Senate is proposing to amend and what that document says regarding its amendment.

What RONR says regarding motions "in the negative" is as follows: "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." RONR (12th ed.) 10:11 So RONR notes that, in some cases, adopting a motion to refrain from doing something does make sense in some situations, and explicitly lists ordering a subordinate body (such as a board) not to take action on the subject as an example. There is no rule generally which would prevent an assembly from ordering a subordinate board to cease "further discussion on such a broad topic." The member is clearly incorrect. We are told the motion was brought by a committee (not the board) and that the motion only prevented the board from discussing these matters. It is not out of order due to any rule in RONR. It may be out of order due to some provision in the bylaws or applicable law which grant the board exclusive authority in this matter, but that is beyond the scope of RONR and this forum. In regards to a subordinate body, yes, a motion of this nature is in order. An organization may issue instructions to a subordinate body. It would be possible for a body to do this in regards to itself as well, but it would take a special rule of order to do so, and the rule could be suspended. I am not entirely certain. The intent of the motion may have been to prevent the board from taking any action in this regard while still permitting the membership to act on it. If so, I do not know that the membership subsequently adopting a bylaw on this subject changes anything. If the membership desires that this limitation no longer be applied to the board, the best course of action would be to rescind the motion. I hope the actual rule is worded more clearly than this paraphrase. If I was the chair, I would not welcome having to make judgment calls on what is or is not a "substantive motion." There is no doubt that the bylaw amendment supersedes the motion, to the extent that they are in conflict. I don't know, however, that there is a conflict. Although it is not relevant here since the motion was adopted as an instruction to the board, it seems to me that if the motion in question had been applied to the membership itself, it would have been a special rule of order. Because the motion affects which motions may be made, debated, etc., it seems to relate to the conduct of business in meetings. The membership still could have, of course, suspended the rule in a particular instance. Assuming this is an accurate description of what the amendment does, I agree.

I see no reason why not. The agenda may be amended while it is pending for approval, by majority vote or unanimous consent. I think this is probably the best solution for what you want to do. No, a member cannot yield their time to another member. No. The motion to postpone indefinitely cannot be applied to a presentation for information only. The purpose of the motion to postpone indefinitely is to kill a motion while avoiding a direct vote on it. It has no meaningful application for something which isn't voted on anyway. I think amending the agenda is the most logical solution.

The question specifically asked "When the President of a non profit is attending a committee meeting does he preside over the meeting and become the committee chairman and take charge or does the elected chairman of the committee have control of the meeting." As a result, I think an answer that "Usually the President/Chairperson will chair the meeting," although technically correct as a general answer, is a bit confusing as an answer to this particular question, since the question specifically was whether it is the President or the chairperson who should preside in the circumstances described. It is correct that the President is generally the chair of meetings of the society and of the society's board. A committee, however, is chaired by the committee's chairman, even if the President of the organization also happens to be present. In my experience, it is actually quite unusual for an organization's constitution to describe such details, especially for committees. As Dr. Kapur has noted, RONR already has rules on this matter. The question also did not involve a situation in which the regular chairman was absent, so I don't know that this is relevant.

A board member cannot be excluded from a board meeting unless the bylaws or applicable law so provide. It may well be that the boards you are familiar with have a "conflict of interest" policy in their bylaws or applicable law which requires that "a director who has declared a conflict of interest shall leave the meeting, or shall leave on request of the board." In the absence of such a policy in the bylaws or applicable law, however, the board absolutely cannot force a member of the board to leave a board meeting. The board could ask a member to leave, but would be unable to force the issue. It is not correct that "Lacking a policy, the board can set a precedent" which requires that "a director who has declared a conflict of interest shall leave the meeting, or shall leave on request of the board." Only a rule at least on the level of the bylaws is sufficient to deprive a member of the rights of membership. I am not entirely certain whether you actually mean a custom (which is the way that something is traditionally done in an assembly despite the lack of a written rule on the matter) or if you do in fact mean a precedent (which is created by the ruling of the chair on a question of order and any subsequent appeal), but neither of these is sufficient to create a rule of this nature.

Presumably someone has information regarding when the nominations were postmarked. I haven't seen the specific wording of the rule in the bylaws which prohibits write-in votes. It may be, however, that this rule would mean that those persons who were improperly nominated (that is, those persons whose nominations were postmarked during the period of August 16 - August 22nd) are not eligible for election. If this is correct, if any such persons were elected, the elections of those persons would be invalid. I suppose what happens next depends on whether the organization's rules provide that a plurality vote is sufficient for election. So far as RONR is concerned, a majority vote is required for election. If an ineligible person received a majority, then certainly no eligible person received a majority, and the election would need to be redone. If a plurality is sufficient (which organizations with mail-in voting frequently provide for), however, then the eligible person who received the most votes could be elected. As I have noted, it depends on the particular factors. There are three separate issues here. The first issue is the improper extension of the deadline for nominations. We are told that the bylaws provide no mechanism to extend these deadlines, that it is unknown whether nominations were postmarked after the proper deadline, and that the bylaws prohibit write-in votes (although it is not clear exactly what the bylaws say on this matter). It is difficult to say for certain without knowing that the bylaws say on this matter, but it may be that the persons who were improperly nominated are not eligible for office. This may (or may not) mean that a second round of balloting needs to be held for positions where an ineligible candidate won the office. The second issue is the improper (?) extension of the deadline for ballots. My questions regarding that issue have not been answered. I will assume for the sake of argument that the bylaws do not provide any mechanism to extend this deadline. I will assume that, similarly to the nominations, it is unknown whether ballots were postmarked after the proper deadline. If ballots were in fact postmarked after the proper deadline, those ballots are not validly cast and, as a result, they should be excluded from the result if it is possible to do so, and the results would be adjusted accordingly. If it is not possible to exclude them from the result, but the number of ballots which were submitted after the deadline are sufficient to have affected the results of one or more elections, then those elections must be redone. The final issue is the fact that the Secretary only sent one envelope per household rather than one envelope per member. In my view, this error is unfortunate but does not affect the validity of any ballots. If the society disagrees, the principle would be similar to the second issue, in that if the number of ballots affected by this matter are sufficient that it could have affected the results of one or more elections, then those elections must be redone. The facts as presented do not suggest that the election, as a whole, is invalid and must be redone. Depending on the particular facts, it may be that the election for one or more positions may need to be redone. It is conceivable that the election for all positions will need to be redone, but I lack sufficient facts to say for certain. It is not my place to say whether the club's members should file charges against the board members. My responses in regard to the election are based solely on what parliamentary law requires, as the factors which determine whether or not an election is to be redone is based solely upon the facts and parliamentary principles. Whether disciplinary action should be taken, however, is not ultimately a question of parliamentary procedure, but is instead a question which involves the discretion of the society's members. This may involve such factors as the perceived seriousness of the conduct at issue, the perceived reasons for the conduct, the conduct of the accused aside from the conduct at issue, as well as practical considerations - for example, if some members of the board were not reelected anyway, the society might (or might not) determine that it is no longer a good use of the society's time to file charges against those persons. I would add that these considerations may (or may not) be identical for each member of the board. The society's members are in a better position to answer these questions than I am. I can attempt to provide advice on the process to use for disciplinary procedures, however, to do so I would need to know 1) what (if anything) the bylaws say on this subject, and 2) if the bylaws are silent, what is the exact wording used for the term of office of board members. Is the annual meeting coming up soon? If not, is it possible to call a special meeting of the membership? Is it practical to get a quorum for the annual meeting and/or a special meeting? If the membership won't be meeting (with a quorum present) for the foreseeable future, that may make it difficult to do anything about any of this as a practical matter.

Are the other liaison roles defined in a similar manner as this one? If so, it would seem to me that the liaisons are not, in fact, members of the committee by virtue of this provision, since the rule does not in fact say that the officer is a member of the committee. As a result, these persons certainly cannot vote at committee meetings. They also have no other rights in connection with committee meetings, so they will only be able to participate as actively as the committee chooses to permit.

Does the board have rules providing that only topics listed on the agenda may be introduced? If not, the member could simply make the relevant motion in New Business, or after all business on the agenda is completed. (Unless, I suppose, the board immediately votes to adjourn.) RONR has no rule providing that only motions listed on the agenda may be introduced.

The latter, unless your organization's rules provide otherwise. So far as RONR is concerned, at a board meeting, only members of the board have any rights in connection with the meeting, including the right to speak in debate (or at other times) or to make motions (including a Point of Order). Members of the association would have full rights of membership at meetings of the full association. I would add that the board could, if it wished, choose to grant permission to the members to take these actions. It would require a majority vote to permit members to address the board when no motion is pending, or a 2/3 vote to suspend the rules to permit members to speak in debate. It would also take a 2/3 vote to suspend the rules to permit members to make motions, and it would be rather unusual to do this. Under no circumstances can persons who are not members of the board be permitted to vote at board meetings.

Three follow-up questions on this point... 1) Do the bylaws provide a mechanism to extend this deadline? 2) Were any nominations actually postmarked during the period of August 16 - August 22nd? 3) Do the bylaws prohibit write-in votes? Three follow-up questions again... 1) Do the bylaws provide a mechanism to extend this deadline? 2) Were any ballots actually postmarked during the period of October 2 - October 5? 3) If so, was the number of such ballots sufficient that it could have affected the result of one or more of the elections? Also, can these ballots still be identified? While it is problematic that the board (or secretary) failed to follow the instructions in the bylaws on this matter, I am not generally inclined to think that this error would invalidate any ballots. I think there are two different things to address. One is the validity of the elections. The errors described in 1 and 2 may or may not be of a nature that they would change or invalidate the results, depending on the answers to my follow-up questions. The second issue is the board's apparent disregard for the bylaws. The manner to address this is at the club's discretion, and may involve disciplinary actions against some or all of those responsible. Charges may not be brought against the "board of directors" as a group, but they could be brought against every individual member of the board of directors. I think these are certainly sufficient grounds for disciplinary action under RONR, although it is ultimately up to the club to determine if discipline is warranted. First, check your bylaws to see if they have their own rules pertaining to discipline. If so, those rules must be followed. If your bylaws are silent, the club's membership would act upon the charges. For more information, see FAQ #20. RONR has no answer to this question, since this involves an interpretation of your own rules. It is ultimately up to your organization to interpret its own rules. Ultimately the question is whether "biographical information, as submitted by the candidates" may or may not include "a list of achievements that the current board of directors has accomplished during their tenure." The rule is vague enough that I can see reasonable arguments on both sides. I would note that this certainly would not affect the validity of the election. The society may, if it wishes, take this into account when determining whether to take disciplinary action against the board members. In any event, it would also seem prudent to clarify the rule in question. In the alternative, the rule could be removed so that no information is included with the ballots. Since it involves officers, I would start with RONR (12th ed.) 62:16 to determine which process is required. If formal disciplinary procedures are required, then it will also be necessary to study RONR (12th ed.) 63:1-40 in detail.

RONR has no guidance on this subject. The organization is free to adopt such language as it wishes in this matter, and there is no parliamentary reason that the organization's practice in this regard needs to be consistent with the usage by government agencies at the state or federal level. If the organization is seeking guidance in this matter, it may be desirable to reach out to persons with expertise in this subject, or to other organizations or states/municipalities which have recently undergone similar efforts.

I'm not entirely certain what is being asked here. Are you asking how many votes must be cast for the particular member for election, or how many ballots must be cast in total? I'll try to cover both. If the question is regarding how many votes must be cast for the particular member, the rule (assuming the organization's rules are silent on this matter) is that a member must receive a majority of the ballots cast, however, blank ballots or abstentions are excluded from the total. If the question is regarding how many votes must be cast in total, RONR requires that business is conducted at a meeting with a quorum present. What is a quorum should be defined in the organization's rules. If the organization's rules are silent, then the quorum is a majority of the members. There is no requirement, however, that a certain number of members vote on any particular question. In the event the society's bylaws authorize votes to be taken outside of a meeting (such as by mail), the term "quorum" has no meaningful application in such cases. RONR still has no requirement that a certain number of members must vote in order for the vote to be valid, although some organizations adopt such rules. I don't think this is enough information to answer this question. Was the voting conducted at a meeting, or by some other means (such as by mail) authorized in the organization's bylaws? If the voting was conducted at a meeting, what do the organization's bylaws say regarding quorum, and how many members were present? I'm not clear on whether "6 votes" is the number of votes cast for this person, the number of votes cast in total, or both. How many votes were cast for this person and how many votes were cast in total (excluding blanks and abstentions)?

Procedural rules in applicable law take precedence over an organization's own rules, including the bylaws. While RONR does not specifically address the question of whether this includes executive orders issued by a governor, it seems to me that it would, assuming the executive orders in question are authorized by law. The meaning of a particular executive order or whether a particular executive order is authorized by law are questions for an attorney.

The previous notice would be to members of the board, not the committee. Whether there was communication to the committee is not relevant. We understand that the board approved the committee, but part of the question is what vote this was approved by. Based on all of the facts which have been presented, my conclusion is that the previous committee ceased to exist when the board members elected in the 2018 elections took office. RONR provides that "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." Since there is no record of the committee being instructed to report at a later time (or for that matter, any record of the committee being created in the first place), I am inclined to assume that the committee was not instructed to report at a later time.

I think it is quite possibly correct that, if the previous special committee was formed in 2016, it no longer exists and the assembly is free to appoint a new special committee with the same charge. Even in the event that the committee established in 2016 is still valid, the motion to establish the new committee may well have had the effect of dissolving the previous committee. I might be able to answer with more certainty if you can answer some of Mr. Brown's questions. In the circumstances described, a majority vote may well be sufficient to dissolve the committee, even if previous notice was not given, since the committee has apparently failed to report since September 2016. "To prevent business from being delayed by a committee, however, there are two special circumstances under which the motion requires only a majority vote (even without notice): (a) if the committee fails to report within a prescribed time as instructed, and (b) while the assembly is considering any partial report of the committee." (RONR, 11th ed., pg. 312) Special committees do, however, cease to exist upon the expiration of terms of the body which appointed it, unless it is specifically instructed to report at a later time. This may be relevant if the committee was appointed by the board. "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, 11th ed., pgs. 502-503)

Based upon these additional facts, my conclusion is that time "served" prior to the ratification of the constitution will not count toward the term limits. If the constitution was never ratified (and this is required under the rules the organization is formed under), then the organization does not, in fact, exist. As a result, there are no senators, and therefore no one has served any time as a senator.

Please quote exactly what the bylaws say regarding both of these subjects. It may also be beneficial to quote exactly what your bylaws say (if anything) regarding what is required for adoption for motions generally and for firing the ED specifically. If I understand the facts correctly, the board presently has ten members ("8 other votes in addition to the 2 directors at centre of the conflict"). Is this correct? Also, are you including the President in that number or not? In addition to this, why is it that "the selected candidates are not yet officially on the board?" Is this due to some provision in your bylaws? Finally, do your bylaws have any provision which causes the "2 directors at centre of the conflict" to lose their right to vote on this matter? RONR suggests that members who have a "personal or pecuniary interest not in common with other members" (and I am not even certain that this applies) should not vote, however, they ultimately retain the right to vote.

If this is all that is said on the subject, it appears that it would violate no rule in the bylaws to appoint a single member to a committee. One is not more than four.

An "officer" is a position in a society which is granted certain powers, duty, and authority relating to the functioning of the society, and possibly also relating to the functioning of the society's meetings. Common officers are the President, Vice President, Secretary, and Treasurer. An "ex officio member" is a person who automatically serves as a member of a board or committee by virtue of some other position the person holds. Officers frequently are also ex officio members. Many societies provide, for example, that the officers of the society shall be ex officio members of the society's Board of Directors (although the bylaws often do not use this term in that context). Other common examples are that the bylaws provide that the President shall be an ex officio member of all committees, or that the bylaws provide that the Treasurer is an ex officio member of the Finance Committee. Although ex officio members are frequently officers of the society, this is not always the case. I have also seen societies in which the chairmen of certain committees, for instance, are ex officio members of the board or of other committees. Some societies even grant ex officio status due to positions held by persons outside of the organization, such as granting the Governor of the state an ex officio position on the Board of Trustees of a college.

Unless the school board's rules provide otherwise in this matter, a majority of the committee's members must be present to constitute a quorum. For a committee of four members, this would mean that three members of the committee would need to be present. Whether or not the committee members who are present are (or are not) also members of the board has no relevance. It should be noted that a regular or properly called meeting can (and should) still be conducted in the absence of a quorum, even if only one member is present, however, the meeting will not be able to do anything of substance. A few procedural actions may be taken, such as to adjourn the meeting to a later date and time, and the meeting is still considered to be held for purposes of any rules which require it to be held. The committee cannot, however, take any substantive actions, such as agreeing on what the report to its parent assembly shall consist of. It should also be noted that committees have more flexibility than full-fledged assemblies in conducting business via meetings conducted by electronic means (or conducting business without a meeting whatsoever). These options may be of interest if the committee continues to have difficulty obtaining a quorum. Since this appears to be a committee of a public body, however, it would be prudent to also check to see if there are relevant rules on these matters in applicable law. "The quorum in a committee is a majority of its membership unless the assembly has prescribed a different quorum (40)." (RONR, 11th ed., pgs. 499-500) "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, pp. 93–94)—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 pp. 486–87). 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. (See also Electronic Meetings, pp. 97–99.)" (RONR, 11th ed., pg. 503) "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. A committee that is not expressly established by the bylaws, however, may instead be authorized by a standing rule of the parent body or organization, or by the motion establishing the particular committee, to hold electronic meetings." (RONR, 11th ed., pg. 98) Correct me if I am wrong, but I think what is being asked here is if the organization's rules provide that a particular committee shall consist of "up to four members," and only one member is actually appointed to the committee, whether this is permissible and the committee in question could then conduct business. I think the answer to this is generally "Yes," although I hesitate in providing a definitive answer on this question because I do not know exactly what the organization's rules say regarding the composition of this committee. I would note that whether or not the membership of the committee is or is not a quorum of the full board has absolutely no relevance so far as Robert's Rules of Order is concerned, although I understand that this fact may well be relevant under the "open meeting law" or "sunshine law" in your state.

Please post your question as a new topic. When you do, it would also be helpful if you could provide the following information, in order to answer your question. 1) Do your bylaws have their own rules regarding discipline of board members, or otherwise contain language suggesting board members may be removed prior to the end of their terms? If so, what are these rules? 2) If not, what do the bylaws provide regarding the term of office for board members?

Yes, provided that the bylaws do not require a ballot vote for elections (or if the bylaws have such a requirement, an exception is made for this situation). "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or "acclamation."" (RONR, 11th ed., pg. 443) While the rule refers to a situation in which one person is nominated, I think it is clear that the rule is also applicable to cases where multiple positions are elected, provided in that cases that the number of nominees is equal to or less than the number of positions to be filled.