Josh Martin

No, this is not proper procedure. Because your bylaws require a ballot vote and do not provide any exceptions, a ballot vote must be held, and that means a real ballot vote, in which all members are free to vote for the candidate of their choice. Write-in votes are in order. Since you say the society is trying to update its bylaws, I would note that it would be permissible to add an exception to the ballot vote requirement in cases where there the number of candidates is equal to or less than the number of positions to be filled if the society wishes to do so. Even if such an exception is added, however, the procedure you are currently using is still wrong. Such a procedure is antiquated and unnecessary. Instead, the chairman would simply declare the candidate(s) elected by acclamation.

The President cannot refuse to recognize the special meeting on the basis that "its purpose was for discussion." The next step for the President would be to call the special meeting as requested. No.

Yes, this is correct - provided, of course, that the motion is related to an item included in the call of the meeting (since this is a special meeting). "The content of a society's bylaws has important bearing on the rights and duties of members within the organization—whether present or absent from the assembly—and on the degree to which the general membership is to retain control of, or be relieved of detailed concern with, the society's business. Except as the rules of a society may provide otherwise, its assembly (that is, the members attending one of its regular or properly called meetings) has full and sole power to act for the entire organization, and does so by majority vote. Any limitation or standing delegation of the assembly's power with respect to the society as a whole can only be by provision in the bylaws—or in the corporate charter or separate constitution, if either of these exists." (RONR, 11th ed., pg. 566) "A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting." (RONR, 11th ed., pg. 89) I do not see anything in the facts presented which would back up the President's claim. It should also be noted that even if a motion included in the call was out of order, I do not believe the President has the authority to simply refuse to include the item in the call. Rather, the President would make a ruling at the meeting that the motion was out of order, and this ruling would be subject to appeal. I agree that the assembly is not obligated to adjourn a special meeting on the basis that the time has arrived for another special meeting.

If it is in fact correct that the motions were not in order, then what should have happened is that the chair should have ruled the motions out of order. Apparently, however, what actually happened is that a motion was made "to move the agenda to the regularly scheduled business meeting." This is not a phrase found in RONR, but presumably what was meant was that the items of business listed on the agenda would be postponed to the next regularly scheduled business meeting. It should also be noted for future reference that postponing multiple motions at once in this manner requires a suspension of the rules. In any event, the minutes record what actually happened, not what should have happened. It should also be noted that even if the chair had correctly ruled the motions out of order, minutes of the meeting would still need to be kept, it is just that the contents of those minutes would be different. Minutes are kept of all meetings of the assembly. Finally, RONR does not have any procedure for statements to be "read into the official record" and clearly states that the minutes are to be a record of what was done, not what was said. Nonetheless, if the assembly ordered that this statement be included in the minutes, then I suppose it must be included in the minutes.

What makes me nervous about this is that it leads to ambiguity as to whether business can be conducted on those topics. RONR does not really acknowledge a "discussion-only" special meeting. We've had a number of discussions about this question over the years. One potential solution would be to not include the topics in the call itself, but to send a separate email regarding the topic or topics to be discussed.

Ultimately, yes, what is "a suitable number for the size of their board" is "arbitrary" in the sense that it is up to each organization to decide for itself. There is no "magic number." You know your organization better than we do and are in a better situation to know what is an appropriate size for its board.

Yes, this is highly advisable and typical, although I concur with Mr. Gerber that you may as well buy both at the same time. In Brief is, as the title suggests, a quick read. The table of contents for the current, 2nd edition of In Brief (which corresponds to the current, 11th edition of RONR) is available here, which should provide a brief summary of the topics which are covered. I would note that the "In Brief" book is hundreds of pages shorter than the full book, so quite a bit is cut out. It is not intended to be a replacement for the full text. "It is important to understand, though, that this introductory book is not itself the rule book. Only the complete Robert's Rules of Order Newly Revised—RONR—is that. To keep to the framework of a simple guide, this book omits a great many rules, avoids certain subject areas altogether, and doesn't get into many exceptions to the rules it does include. It is the rules in RONR that govern, and nothing in this book may be cited instead of or in conflict with RONR. To help ready reference to the complete rules, each subject covered here is cross-referenced to the pages of its fuller treatment in RONR. By reading this book you will learn how to find the additional rules in RONR if you need them." (RONRIB, 2nd ed., pg. 7) In regard to electronic meetings specifically, the current edition of RONR In Brief does not include a discussion of those topics. I do not know if this will change with the next edition. The full text includes a discussion of electronic meetings and the new edition will include several sets of sample rules for electronic meetings, a preview of which is available here.

While I agree that the language is ambiguous, the idea that it is merely a request seems to render the provision meaningless, since people can already request whatever they want. I would be inclined to think that the President is required to call a special meeting upon the request of four board members. Based upon the facts presented, it seems to me the special meeting should be recognized the same as any other special meeting. I do not think the President may decline the special meeting based upon the fact that it is called solely for discussion or based upon the President's opinion that it is unnecessary. If the President and other board members feel that a special meeting called solely for discussion is pointless, however, they can simply not show up. They won't miss anything. Alternately, the board members could show up and immediately move to adjourn. I would add that due to the size of the board, the board may need to either adopt a motion to Recess or a motion to Suspend the Rules in order to have a discussion without a motion pending. I would note that if the intent is to call the meeting solely for discussion, the best means to accomplish this end would be to simply state in the call "The meeting shall be for discussion" and provide no topics whatsoever. A special meeting may only consider the items included in the call, so if no items of business are listed in the call, it can't consider anything. If the call were to include specific topics, that may lead to ambiguity over whether the call permits motions to be made regarding those topics. (An even better method, of course, would be for the members to simply gather outside of an official meeting, as Mr. Merritt suggests.) I agree that an interpretation that the board members may call the meeting themselves is not reasonable, but in my view, the President is required to call a special meeting upon the request of four board members.

I suppose the recourse depends on what the board wants to do with this motion. If the board agrees with the President, then I suppose the next course of action would be to move to Rescind the motion. Alternately, if the board still wishes to proceed with the motion, the next course of action is likely to either adopt a motion ordering someone else to carry out the motion and/or to proceed with disciplinary action against the President. For the latter, check your bylaws or see FAQ #20 if they are silent on that subject. If the President is removed from office, the Vice President would become President unless your bylaws specifically provide otherwise. If the board member follows through on his threat to resign, the board can proceed to accept his resignation. Finally, it seems there may be one or more vacancies to fill - from the resigning board member and for the office of Vice President. Check your bylaws to see what they say regarding filling vacancies. Since the motion was adopted in executive session, it would likely be desirable to also take any follow-up actions in executive session, but this fact does not otherwise affect the process for moving forward.

I would mention again that the motion to Suspend the Rules, in this particular instance, is a motion to Suspend the Rules and adopt some other main motion. So I would not agree that "there is nothing of substance to debate." If I were a member of the assembly in question, I would probably vote against this motion as I would be of the opinion that if people actually wanted to debate this motion they should simply vote against the motion to Suspend the Rules and adopt, so that the underlying main motion can be made as an ordinary main motion, which would then be debatable. I would personally not look favorably upon a request that Member A, and Member A alone, should be permitted to speak for three minutes in debate on the motion. Notwithstanding this, I do not think the motion "is dilatory, if not outright absurd."

I think either of these is in order. As has been previously noted, the incidental motion to Suspend the Rules "yields to incidental motions arising out of itself" (RONR, 11th ed., pg. 261). It seems to me that an incidental motion to Suspend the Rules to permit debate on the pending incidental motion to Suspend the Rules is a motion "arising out of itself." So I think it can be made after the motion is made to Suspend the Rules and adopt Motion X.

It is ultimately up to the organization to interpret its own bylaws. It appears the interpretation offered by the executive branch is that the rule which provides that "the Senate has the purview to, "Establish and terminate SA Standing, Special and Ad-Hoc committees except as provided for in Section 9"" means that the organization is required to have at least the standing committees provided for in Section 9, but that additional standing committees may be established if desired. This seems like a reasonable interpretation. I would also note that there is no doubt that the "Programming Chair" exists since the bylaws specifically provide that this person is a member of the Executive Board. As a result, it doesn't seem like too much of a stretch to suggest that the Programming Committee exists, since presumably that is what the Programming Chair is the chair of. In the long run, it would probably be prudent to amend the bylaws to 1) add the Programming Committee to the list of committees, and 2) clarify the rule in question.

Yes, I think so. Additionally, to be clear, what is meant by members "bringing up" business in this context is simply for members to inform the assembly of the business which the member feels should be addressed prior to adjournment. A member cannot, in fact, actually make a main motion while a motion to adjourn is pending. The assembly itself will then ultimately decide whether to adjourn the meeting. If the motion to adjourn is withdrawn or defeated, then the member could actually make the motion he wishes to make. I would note that I think there is an important difference between the chair "directly ask[ing] if there is any more business" and the chair "inform[ing] the members that THEY can bring up said business." If the chair were to simply ask "Is there any further business?" when a motion to adjourn is made, I think this is problematic. The main issue I have with it is that it is simply confusing to the assembly. It seems to imply that business may simply be introduced at this time, since this is the same language the chair uses before a motion to adjourn has been made. "When it appears that there is no further business in a meeting of an ordinary local society that normally goes through a complete order of business (41) at each regular meeting (9), the chair, instead of waiting or calling for a motion to adjourn, can ask, "Is there any further business?" If there is no response, the chair can then say, "Since there is no further business, the meeting is adjourned."" (RONR, 11th ed., pg. 241) In addition, for the chair to essentially "set aside" the motion to adjourn while asking members if there is any other business seems to undermine the chair's appearance of impartiality (and his duty in processing a properly made in seconded motion) with respect to the motion to adjourn. This is especially the case if the chair says something like "hey, uh, can we hold off on adjourning just a second? I want to be sure everybody's had a chance to speak," as was suggested in the original post. In this case, the chair seems very clearly to be expressing an opinion that, if not all members have "had a chance to speak," the assembly should not adjourn. If the chair is to instead say, however, "A motion to adjourn has been made. The chair notes that there are a limited number of actions in order while a motion to adjourn is pending, including informing the assembly of business requiring attention before adjournment," I think this does a better job of 1) clearly explaining to the assembly exactly what they may do at this time, and 2) maintaining a neutral posture on the motion to adjourn and not interfering with his duties in processing this motion. While it is the chairman's duty to promptly process motions which have been properly made and seconded, it is also the chair's duty to ensure members are aware of what the current parliamentary situation is and their rights in this regard, and I think this statement walks that tightrope better. I would again reiterate that it may be desirable to talk to members about these issues outside of a meeting. That is likely the best solution to this problem, as outside of a meeting the chair will have more flexibility (and more time) to explain and discuss these matters than when an undebatable motion is pending.

Thank you. Based on the additional facts, the proper course of action would be for the member to move to Suspend the Rules in order to permit a three minute speech in debate on the motion in question. This would require a 2/3 vote for adoption.

Please post your question as a new topic. When you do, it would be helpful to know what your bylaws say regarding their amendment.

Based on the facts which have been presented, the President lacks the authority to cancel a meeting which has been properly called, notwithstanding any email the President erroneously sent to the contrary. The assembly could proceed with this meeting, although it may be difficult to do so if members are receiving conflicting messages regarding whether the meeting is still occurring. Failing that, there does not appear to be any way (at least based on what has been provided so far) to force the President to call a meeting or to call a meeting without the President, although it may be that 1) there are other provisions in the bylaws regarding calling meetings, 2) there are regular meetings, or 3) the President will eventually have to have a meeting in order for the society to conduct business. As for removing the President when a regular meeting or a properly called special meeting held for this purpose occurs, check your bylaws or see FAQ #20 if your bylaws are silent on the subject of removing officers.

Any member. Unlike the motion to Reconsider, there are no restrictions on who may make a motion to Rescind. Additionally, it should be noted that whether or not the motion was adopted unanimously has no bearing on this rule.

As I have previously noted, whether the officers are validly elected will depend on an interpretation of the meaning of the rule in the article on quorum which says "This will apply to major financial business or a significant change in policy of the club." It may (or may not) be that the meaning of this rule is that a quorum is not required for the elections. This will determine whether the elections are valid. If the election is valid, then the new leadership takes over whether the club likes it or not. If the election is not valid, then a new election will need to be held when it is possible to do so. These persons, or the current officers, or other persons who are neither of these, or some combination thereof, might be elected. It should also be noted that whether or not the current officers choose to pursue another term of office has absolutely no bearing on the meaning of the organization's rules. If the association chooses not to pursue professional assistance in this regard, then the association will need to interpret its own rules as best as it can. This decision must be made, however, on the basis of what the organization feels is an honest interpretation of the meaning of its rules, not simply what interpretation the organization feels is most convenient.

It seems the vote is being conducted by mail or some other means of absentee voting. If the organization is using the double-envelope method in RONR, then the outer envelopes are not opened until the tellers committee meets. The outer envelope would indicate the identity of the voter. Although it seems that the organization might not be able to tell, since the OP asks "If it doesn't count but is not taken out of the ballot, will that invalidate the vote altogether?" The rule on pg. 416 states what to do next depending on whether the ballot can be identified, although as I have previously indicated, I believe the vote is valid. "If one or more ballots are identifiable as cast by persons not entitled to vote, these ballots are excluded in determining the number of votes cast for purposes of computing the majority. If there is evidence that any unidentifiable ballots were cast by persons not entitled to vote, and if there is any possibility that such ballots might affect the result, the entire ballot vote is null and void, and a new ballot vote must be taken." (RONR, 11th ed., pg. 416) Nonetheless, the fact that the person "has indicated that they no longer want to be part of the organization" has no effect on the validity of the actions the person took while still part of the organization.

"To withdraw a motion that is before the assembly, the member who made it may use this form: MEMBER A (who made the motion): Madam President, I ask permission [or "leave"] to withdraw the motion. The chair treats this first as a unanimous-consent request. That is, if no one objects, the announcement is: CHAIR: Unless there is objection [pause] the motion is withdrawn. If there is an objection, the chair of his own accord can put the question on granting the request, or any member can move "that permission to withdraw the motion be granted." If a member other than the one making the request made the motion, it does not require a second, since the maker of the motion to grant permission and the maker of the request surely both favor it." (RONR, 11th ed., pgs. 296-297) The motion certainly could be made and seconded again by other members, one of whom may well be the original seconder. "After a motion has been withdrawn, the situation is as though it had never been made; therefore, the same motion can be made again at the same meeting." (RONR, 11th ed., pg. 297)

As I have noted previously, these are the things the chair could do: If a member seeks recognition in order "to inform the assembly of business requiring attention before adjournment," the chair can and should recognize the member for the purpose of briefly describing the motion she wishes to make. After doing so, the member who made the motion to adjourn might choose to withdraw it. If not, a vote would still be taken on the motion to adjourn (assuming that it is seconded). If no member has sought recognition for this purpose, but the chair wishes to make clear that it is in order for members to do so, the chair could state "A motion to adjourn has been made. The chair notes that there are a limited number of actions in order while a motion to adjourn is pending, including informing the assembly of business requiring attention before adjournment." Presumably, members will be aware of this option after the chair has done this a few times. No. No, but as noted above, a member could "inform the assembly of business requiring attention before adjournment." The member who moved to adjourn might then withdraw the motion to adjourn. Alternately, members can vote against the motion to adjourn in order to allow the other business to be considered. It might also be good to talk to members about these issues outside of a meeting.

In that event, I think the meeting likely cannot be canceled. RONR does not have any provisions for canceling a meeting.

You're right. I must have read it as "more than 50%." Either way, 20-35 members seems a bit short.

It sounds like more than one email was sent. If this one wasn't good enough, perhaps the other one was. In any event, the facts as they are presented so far still suggest that the council is the proper body to determine the meaning of the rule in question, and the council's interpretation is that the rule has been satisfied. Since I am not privy to the full rules of the council or the full facts of the situation, I don't think I am in a position to second-guess this judgment. I continue to believe that "it could be reasonably interpreted that "an email sent to students the day the election nominations closed reminding students of the deadline" satisfies the requirement." If students disagree, then I would suggest they lobby their council members for an alternate interpretation. I would also be interested to know what exactly is the issue which gives rise to this conflict in the first place. What exactly is it that the students want to happen now?

Based on these facts, it's not clear that the Vice President had the authority to call the meeting to begin with. The rule provides that "Meetings are called by the President." The rule doesn't appear to provide for any other persons to call meetings. The Vice President takes on the role of presiding officer if the President is absent, but there is no provision in RONR which allows for the Vice President to exercise the other duties of President. Is there such a provision in your bylaws?