Josh Martin

I think the point is that they don't want to elect one of the nominees.

What do your bylaws say regarding calling meetings?

This situation looks complex enough that I expect the society will ultimately need the assistance of a professional parliamentarian and/or an attorney to resolve this matter. Both the National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals for professional parliamentarians. I will, however, do my best to answer the questions asked. The constitution appears to provide that the club "shall have regular monthly meetings on the third Wednesday of each month." There does not appear to be any provision to cancel meetings. As a result, the President lacked the authority to declare that meetings "would be on hold." So the meetings held in July and August were valid meetings of the club. It appears that the meetings in question did not have a quorum. The constitution provides that "A quorum to transact business shall consist of not less than 50% of the membership." You say that the club has 124 members, which would mean that quorum would be 63. In the ordinary case, no business may be conducted if a quorum is absent, including elections. Your constitution, however, has another sentence in the article on quorum, which provides that "This will apply to major financial business or a significant change in policy of the club." I have never seen a statement like this before and it will ultimately be up to the assembly to interpret its own constitution, but this may mean that a quorum is required only for those specified items and not for other business. In such a case, I suppose the question would then be whether the election of officers constitutes "a significant change in policy of the club." This statement does not appear to be correct. There is nothing in RONR which provides that the end of the fiscal year or the end of the term for officers causes there to be "no club and no members," and I do not see anything in RONR which provides this either. They might be basing this claim on the statement in your constitution which provides that "These dues are payable at the June meeting and delinquent after the July meeting," and apparently (based on the letter) members have been advised not to pay their dues. That may mean that a great many members (perhaps even all members) are currently delinquent in their dues. I still do not agree with their conclusion. Nothing in RONR provides that members are automatically dropped from the rolls due to delinquency in dues, and nothing in your constitution appears to provide that either. "A member of a society who is in arrears in payment of his dues, but who has not been formally dropped from the membership rolls and is not under a disciplinary suspension, retains the full rights of a voting member and is entitled to vote except as the bylaws may otherwise provide." (RONR, 11th ed., pg. 406) "Unless the financial obligations of members are especially complicated, a section of this article should also state: (3) the required fees and dues, the date(s) when payable (whether annually, semiannually, quarterly, etc.), the time and prescribed procedure for notifying members if they become delinquent in payment, and the date thereafter on which a member will be dropped for nonpayment of dues. Before a member in arrears has been finally dropped under such a provision, his voting rights cannot be suspended unless the bylaws so provide." (RONR, 11th ed., pgs. 571-572) Furthermore, there is certainly nothing in RONR which suggests that the club itself would automatically cease to exist due to any reason whatsoever. This would only occur if the membership voted to dissolve the club, which requires the same vote as amending the bylaws, and may also have other legal requirements if the club is incorporated. Finally, it's not clear how this claim would help them even if it was correct, since if the club in fact does not exist and has no members, it would obviously not be possible for the club to meet and elect officers. It may be correct that the club has no officers, since the constitution provides that "They shall be elected to serve for one year at the June meeting. Term of office will begin with the July meeting." Since there is no "until their successors are elected clause," the terms of all of the officers appear to have now ended. There was subsequently an election for officers. This election would ordinarily be invalid due to the lack of a quorum, but the strange provision in your constitution may complicate things. Yes. So far as RONR is concerned, yes, but as I have noted previously, your constitution includes a very unusual provision in its article on quorum, the meaning of which is not entirely clear.

The process of acclamation is used when there is only one nominee for each position and the bylaws do not require a ballot vote. The board president is absolutely correct that it is not proper to vote yes or no. The assembly needs to elect someone. There is no such thing as a slate. There is simply a list of nominees. If an election is held, members are free to vote for a candidate of their choice for each open position. If multiple identical positions are being elected for a particular office, members may vote for up to a number of candidates equal to the number of positions available. If nominations are made by a committee (which I assume is where this "slate" came from), the chair must call for additional nominations from the floor after the committee has presented its report. Election by acclamation would only be used for positions which remain uncontested after there has been an opportunity for nominations from the floor. If nominations are made in some other manner, please clarify.

Could you please confirm whether the student body itself ever meets as an assembly? I am assuming the answer is "no" based upon my own experiences with such groups, but it would be nice to have confirmation. In this event, it seems there was no "intent" whatsoever in adopting this provision, so "intent" will not be very helpful in interpreting the meaning of this provision. Since apparently no one, even the council, has any idea what this rule is supposed to mean, I agree that it will indeed be difficult to know whether the email in question satisfies the requirement. As previously noted, however, the council is the ultimate judge of its own rules (assuming there is no superior assembly to judge these matters). It would seem prudent for the council to review this rule and amend it in the future for clarity.

I would argue that in the case of the President's resignation, the resignation could be accepted by the body which is empowered to fill the resulting vacancy in the office of Vice President. It seems unreasonable that if the general membership elects officers and the organization's bylaws provide that the board may fill vacancies, the general membership still needs to accept the resignation of the President due to the fact that the VP becomes President in the event of a vacancy.

Only the OP will know the answer for this particular student organization, but often the situation is neither of these. A better analogy is often the relationship between the residents of a city and the city council. That is, the students are permitted to elect the members of the council and possibly to vote on certain other matters such as referendums and constitutional amendments, but there is no assembly or meeting of the student body as a whole.

The rule does not appear to specifically require that the notification specifically indicate the fact that nominees are running unopposed. Provided that the council's rules provide that the nominations and elections in question are held by absentee means (which I expect is the case), I concur with Dr. Kapur that the council's provision appears to be reasonable, and in any event the council is the body which interprets its bylaws. As to the question regarding intent, RONR says the following on that subject: "Each society decides for itself the meaning of its bylaws. When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws. An ambiguity must exist before there is any occasion for interpretation. If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws. The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined. Again, intent plays no role unless the meaning is unclear or uncertain, but where an ambiguity exists, a majority vote is all that is required to decide the question. The ambiguous or doubtful expression should be amended as soon as practicable." (RONR, 11th ed., pgs. 588-589) The council is presumably in a better position to know the intent of a provision they wrote than I am, but it would seem to me the intent of the provision is to "ensur[e] that no members wish to make further nominations." The rule does not specify the manner in which this is accomplished. I believe it could be reasonably interpreted that "an email sent to students the day the election nominations closed reminding students of the deadline" satisfies this requirement. If the council feels it is desirable to make it more explicit what is required by the rule, then the rule may be amended. It sounds like what is occurring here is nominations and elections by the full student body rather than by the council, and such nominations and elections are likely conducted by absentee means, since often the student body as a whole does not have meetings.

I would caution against the part which says "the same rule applies in a public municipal or state election were a voter casts an absentee or mail vote and then dies before voting ends." Rules for public municipal or state elections vary from state to state, including this rule in particular (see, for instance, this article). Rules for public municipal or state elections aside, I agree that in an ordinary society which uses RONR and has no rule of its own on this subject, a vote should be counted if the member had the right to vote at the time the vote was cast.

Okay, but getting back to the original question asked, what should be done if, in an ordinary society which uses RONR and has no rule on this subject, a member casts a vote and subsequently terminates his membership prior to the close of the polls?

We are told that the rule provides that members "must have attended 12 meetings in the previous 12 months.” While it is ultimately up to the organization to interpret its own bylaws, and there may well be other provisions in the bylaws I am not aware of which have bearing on this issue, the portion of the rule which has been cited simply says "meetings" and does not specify the type of meetings. So it could be that special meetings would count for purposes of the rule.

Got it. Were there still enough meetings for anyone to meet this requirement? If your meetings are cancelled, how are you having an election in October? Do you think it will be possible to meet by October? Or do your bylaws provide that the election is held by mail or something? It would also still be helpful to know whether the bylaws provide that current officers continue serving until their successors are elected and what the bylaws say regarding filling vacancies.

No one can attend 12 meetings in the previous 12 months if you only held 9 meetings in the previous 12 months. Is it possible to amend the bylaws prior to the election? Alternately, is there any way to call additional meetings prior to the election? I don't see how that would help. You said that the rule provides that "in order to be eligible for nomination, a person “must have attended 12 meetings in the previous 12 months.” We also have a provision against “write in” candidates." Regardless of how the missing meetings are "regarded," the fact remains that no one attended meetings which didn't happen. The organization could have had a single person attend the meetings in question and set adjourned meetings for each of them. This is an action which can be taken even in the absence of a quorum. It appears, however, that this did not occur. The organization can't change that now. No. I honestly don't know. We've certainly had a lot of COVID-19 related questions recently, but this is a new one. Most organizations don't have a requirement like this.

I'm not entirely clear on what the question is here. Is the organization able to meet now and/or does it anticipate that it will be able to meet in October? If not, is the election itself held by some sort of absentee method? Finally, can you elaborate on this concern that the organization "has to have 5 meetings before then?" I assume this is referring to something in your rules, but I am not entirely clear on what this means. The lack of nominations is not really the end of the world. An election can be held without nominations. If your rules only permit nominations to be made at a meeting, perhaps you could have some unofficial nominations by email or other means to still provide guidance to members on who is interested in running. On the other hand, if it's not even possible to hold the election itself (because the election must be held at a meeting and it is still not safe/legal/possible to meet), we'll have to get more creative. If that is the situation, do your bylaws provide that officers shall serve until their successors are elected? Additionally, what do the bylaws say regarding filling vacancies? The bylaws themselves should say how they are amended. Generally, the power to amend the bylaws is reserved for the membership. If the bylaws are silent on their amendment, this power is reserved for the membership.

It seems to me that the vote does count, since the person in question was a member at the time the vote was cast. I would note that even in the event the vote did not count, this would not affect the validity of the ballot vote unless that single vote could have changed the outcome.

Well, there you have it. Zoom meetings cannot be held, regardless of how much notice is given. "Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined on pages 81–82, a single official gathering in one room or area—of the assembly of its members at which a quorum is present." (RONR, 11th ed., pg. 97, emphasis in original)

Maybe. It depends on several factors. Whether the bylaws authorize the board to have electronic meetings at all. Any rules the bylaws have pertaining to calling the time, date, and location of board meetings generally, as well as any rules relating to calling electronic meetings specifically. Whether (and how much) notice is required to be sent for the meetings. Notice is required for meetings if: 1) it is a special meeting, 2) it is a regular meeting and the meetings are scheduled by resolution, or 3) the organization's rules require it. How the location of the meeting was originally set. If changing the meeting to a Zoom meeting in advance is not possible, but the bylaws at least authorize the board to hold meetings of this nature, another potential option would be for a single member to show up at the scheduled meeting location and adopt a motion to adjourn to meet at a slightly later time and via Zoom. The reasons are likely immaterial. The process is what matters. I don't know what this means. You keep speaking of the board as a single, monolithic entity. The board actually consists of individual people, and (except to the extent that the bylaws provide otherwise), the board can only act as the board at a board meeting. So I am not entirely certain how it is that "the board" changed the meeting at the last minute or how "the board" sent an email. I also don't know who "everyone" is. There seems to be an implication that, due to rule or custom, persons who are not members of the board are permitted to attend board meetings. If this is correct, those rules may also have bearing on the question asked, but RONR has no answer to that question. So far as RONR is concerned, only members of the board have a right to attend or receive notice of meetings of the board.

Thank you. Based on these additional facts, the nominating committee should select a new nominee if it is possible for the committee to do so in sufficient time for the ballots to be printed and sent by September 1, 2020.

I am generally inclined to agree, but the example the OP later provided is a rather unusual circumstance, in which a motion to Suspend the Rules is being used to adopt a motion which would ordinarily be debatable without debate. So there arguably is something substantive to debate. In such circumstances, however, I am generally inclined to think that if a member wishes to speak in debate on the motion the appropriate course of action is to vote against the motion to Suspend the Rules, so that the underlying main motion can subsequently be made and debated under the ordinary rules for main motions. The OP has also been cagey over whether what the member wants to speak about is, in fact, debate on the motion, or if it is for some other mysterious purpose. Mr. Meed, I really think it would be helpful if you would just come out and say exactly what you have in mind as to what the member wants to talk about for three minutes that is so important that it can't wait for the assembly to process an undebatable, unamendable motion, which generally does not take very long. I'm trying to give the benefit of the doubt, but my imagination has its limits, and I am struggling to think of a valid reason to do this.

I would note that under ordinary circumstances, the committee would have the power (and duty) to choose a new nominee in the situation described, but I agree that it appears to be too late for that at this point. "A nominating committee is automatically discharged when its report is formally presented to the assembly, although if one of the nominees withdraws before the election, the committee is revived and should meet immediately to agree upon another nomination if there is time." (RONR, 11th ed., pg. 435) The challenger does not "automatically" win, but they presumably will if they are the only person running for the position. Theoretically, however, write-in votes could change the result. This may be rather difficult without a time machine. Is there a typo here, or are the ballots overdue?

Yes, that is correct. If a main motion was pending, and subsequently an incidental motion to Suspend the Rules was made, the motion to Suspend the Rules would yield to a motion to Lay on the Table. The motion to Lay on the Table would be applied to the main motion, not the incidental motion to Suspend the Rules. The motion to Lay on the Table, however, can only be applied to a main motion. In the example presented here, no main motion is pending - only an incidental motion to Suspend the Rules.

The chairman should respond "The chairman is not able to grant this permission. The chairman needs to know what the member's address is regarding in order to determine the appropriate motion to request the assembly for this permission." I would argue that a motion requesting permission to speak while the motion to Suspend the Rules is pending is a motion arising out of itself. Whether the speech is germane to the resolution is a separate (and suspendable) rule. I do not think we can categorically say that the request is dilatory if it doesn't relate to the pending motion, although I admit I am having a difficult time imagining a case where it would not be dilatory. The motion to Lay on the Table cannot be applied to an incidental motion.

The following rule may be of some assistance: "Sometimes business may be expedited by allowing a few words of factual explanation while an undebatable motion is pending. The distinction between debate and asking questions or making brief suggestions should be kept in mind in this connection. The chair should be careful not to allow this type of consultation to develop into an extended colloquy between members or to take on the semblance of debate; and he should generally remain standing while the consultation takes place, to show that the floor has not been assigned." (RONR, 11th ed., pg. 396) If that doesn't answer what you had in mind, it would be helpful to know what it is the member wishes to speak about. If he wishes to speak in debate on the pending motion (which is not debatable), and that extends beyond the comments permitted by the rule above, there is no doubt that this would require a motion to Suspend the Rules, requiring a 2/3 vote. If the member intends to talk about something else, I think we know what that something else is in order to determine the proper tool. It may also be helpful to know which nondebatable motion is pending.

You could just redact the parts which would identify your particular organization. We also only need the parts relating to the size of the board, not anything else. Generally, the bylaws will say something like "The board shall have nine members." In such a case, the only way to either increase or decrease the size of the board would be to amend the bylaws. The authority to amend the bylaws is generally reserved for the general membership. So the board would not have the authority to increase or decrease the size of the board. If the bylaws provide for a range of board members, such as "The board shall have between six and twelve board members," the bylaws should also specify how the actual size of the board is determined, but often societies neglect to do this. Generally, I am inclined to think that if the membership elects the board members, the power to set the size of the board would also be reserved for the membership. Those tend to be the most common provisions in this regard. So generally I am inclined to think that the board does not have the authority to increase or decrease the size of the board unless the bylaws grant it this authority.

Please quote what your bylaws say regarding the number of members serving on the board. I am doubtful that the board's action in this regard was proper. Again, please quote what your bylaws say regarding the number of members serving on the board. I am not certain the board has the authority to increase the size of the board, but I'm also not certain they had the authority to decrease it in the first place. I would also quote what your bylaws say regarding filling vacancies.