Josh Martin

Yes, I understand that. In the case raised in this thread, the motion was adopted. In the case of a motion which was defeated, an alternate option would be to Suspend the Rules to permit the renewal of a motion which had previously been defeated within the same session.

As has been explained several times, the board lacks the authority to do this unless the bylaws grant it this authority. The trial is the last step in the process, after an investigative committee meets and presents its recommendation that a trial be held. Yes, both of these things are largely correct. The only quibble I have with this summary is that RONR says "managers," suggesting that more than one person may be appointed to this role if the society desires. During the trial itself, the only persons who are permitted to speak are the managers, who represent the society, the defense counsel, who represent the accused, the presiding officer, and witnesses. The accused can serve as their own defense counsel if desired. The managers are supposed to be appointed in the resolution calling the trial. Other members may deliver questions in writing to the presiding officer. After the trial has concluded and the trial committee proceeds to consideration of the question of guilt and the penalty, then any member of the committee may speak. "The "managers" at the trial—referred to in the fourth resolution of the complete set shown above—have the task of presenting the evidence against the accused, and must be members of the society. Their duty, however, is not to act as prosecutors—in the sense of making every effort to secure conviction—but rather to strive that the trial will get at the truth and that, in the light of all facts brought out, the outcome will be just." (RONR, 11th ed., pgs. 662-663) "If a member of the assembly who is not a manager or with the defense wishes a question to be put to a witness, a manager, or the defense, the question must be delivered in writing to the presiding officer, who at an appropriate point puts it, unless he rules it out of order of his own accord or upon an objection by the managers or the defense, which ruling, like any other in the trial, is subject to an undebatable appeal." (RONR, 11th ed., pg. 666) None of this is correct. What occurs is as follows: 1) First, the trial is conducted, with the managers representing the society and the defense counsel representing the accused. This process is described in more detail on pgs. 663-667. 2) After the closing arguments have been presented by both sides (the final step in the trial), the accused leaves the room. Motions and debate pertaining to the following questions are then decided upon by the committee, in the following order: 1) Is the accused guilty of the charge(s) and specification(s)? These may be amended if needed. 2) If the accused is found guilty of at least one charge and one specification, then what penalty, if any, should be applied? A majority vote is sufficient for all of these motions with one exception. If the proposed penalty is expulsion from the society, a 2/3 vote is required. It should also be noted that any member may demand a ballot vote on any of these motions. This process is described in more detail on pgs. 667-668. 3) The trial committee makes its recommendation to the general membership of the society. The general membership determines whether to 1) adopt the recommended finding of guilt and penalty proposed by the trial committee, 2) adopt the finding of guilt but impose a lesser penalty, or 3) find the accused not guilty despite the recommendation of the trial committee. This process is described in more detail on pgs. 668-669.

I agree. Nonetheless, Suspend the Rules can be combined with a debatable motion if so desired. "When the purpose of a motion to Suspend the Rules is to permit the making of another motion, and the adoption of the first motion would obviously be followed by adoption of the second, the two motions can be combined, as in "to suspend the rules and take from the table (34) the question relating to ..." The foregoing is an exception to the general rule that no member can make two motions at the same time except with the consent of the assembly—unanimous consent being required if the two motions are unrelated (see also pp. 110, 274–75)." (RONR, 11th ed., pg. 262) "When the object is to adopt a motion without debate or amendment, the form is: MEMBER A (obtaining the floor): I move to suspend the rules and adopt [or "agree to"] the following resolution: "Resolved, That ..." (Second.)" (RONR, 11th ed., pg. 266) Generally, if such a motion is made then the motion to suspend the rules is not debatable and will require a 2/3 vote for adoption. As to the question in the particular case regarding whether a unanimous vote is required to suspend the rule in question, my own view is that the rule protecting against misuse of the motion to Reconsider by a member who did not vote on the prevailing side is a rule protecting the assembly generally, not a rule protecting individual members or a minority of a particular size. So I think a 2/3 vote would be sufficient. In the event this is not correct, then the proper course of action (assuming a unanimous vote to suspend the rules cannot be obtained) would be for the members to instead move to Rescind or Amend Something Previously Adopted, and this may well be the simpler course of action anyway. Either motion may be made by any member regardless of how they voted on the original motion, and no suspension of the rules is necessary. While such motions will require a 2/3 vote or a vote of a majority of the entire membership for adoption (since previous notice has not been given), the motion to Suspend the Rules also requires a 2/3 vote for adoption.

No. If the member wanted to amend the motion or refer it to a committee, he should have said so earlier. It's too late to do these things after the vote has begun. In fact, it's not in order for the board member to even make comments during the vote. "Interruptions during the taking of a vote are permitted only before any member has actually voted, unless, as sometimes occurs in ballot voting, other business is being transacted during voting or tabulating." (RONR, 11th ed., pg. 408) "A member has no right to "explain his vote" during voting, which would be the same as debate at such a time." (RONR, 11th ed., pg. 408) If the motion is adopted, the committee in question (if the motion in question relates to the committee's charge) may submit a recommendation to Amend Something Previously Adopted if it wishes to do so. Such a motion requires a 2/3 vote, a vote of a majority of the entire membership (of the board), or a majority vote with previous notice for adoption. The fact that you say the vote is "in progress" as you are writing this, however, raises some additional concerns and raises questions as to whether the above answers are applicable. I get the impression that the vote is being taken by email or some similar means. "It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting." (RONR, 11th ed., pg. 423) "It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting. Therefore, a group that attempts to conduct the deliberative process in writing (such as by postal mail, e-mail, "chat rooms," or fax)—which is not recommended—does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law." (RONR, 11th ed., pg. 98) "A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also pp. 97–99)." (RONR, 11th ed., pg. 1, footnote)

Yes, subsequent elections will need to be held for the positions for which a candidate has not yet been elected. You could amend your bylaws to eliminate the position.

For starters, a second is not required under the small board rules (generally used in boards with not more than about a dozen members present). "In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects: ... • Motions need not be seconded." (RONR, 11th ed., pgs. 487-488) Additionally, even if this board does require a second, the requirement of a second is still used as a guideline by the chair in whether to state the question on a motion, and it is appropriate in some circumstances for the chair to state the question on a motion without a second. "The requirement of a second is for the chair's guidance as to whether he should state the question on the motion, thus placing it before the assembly. Its purpose is to prevent time from being consumed by the assembly's having to dispose of a motion that only one person wants to see introduced. In handling routine motions, less attention is paid to the requirement of a second. If the chair is certain that a motion meets with wide approval but members are slow in seconding it, he can state the question without waiting for a second." (RONR, 11th ed., pgs. 36-37) A situation in which a quorum is not present is absolutely a situation where it would be appropriate for the chairman to overlook the requirement of a second - especially if the reason for the lack of a second is because there aren't enough members present for someone to second the motion (which I am guessing is what the problem was). I think it would also be appropriate for the chairman to simply request unanimous consent for the meeting to adjourn. Nonetheless, if "the motion was left as is with a mover but not carried," then that is what happened. Finally, since I imagine you are not all still meeting as you write this post, it seems that one way or another, the meeting eventually adjourned. So no, there is no need for your board "to make a note in the next board meeting minutes about it."

Does the organization have its own rules on this subject in its bylaws?

Based on these additional facts, the secondary amendment appears to be out of order for multiple reasons: 1) The primary amendment is to strike the words "local Fashion Police" and to insert the words "Common Council." In the case of a primary amendment to strike out and insert, secondary amendments may be made to the words to be struck out or to the words to be inserted, but not to both of these in the same amendment. 2) The only manner in which a primary amendment to strike out words (or the strike out portion of a motion to strike out and insert) may be amended is by a secondary amendment to strike out words. The effect of this "double negative" is actually to leave the words in the original motion. Suppose, for instance, that a primary amendment is made to purchase "socks, hats, boots and gloves." A primary amendment is made to strike "boots and gloves." A secondary amendment is then made to strike "boots." If the secondary amendment is adopted, the primary amendment will then be to strike out "gloves." If both the primary and secondary amendment are adopted, then the main motion will be to purchase "socks, hats, and boots." If it is desired to strike additional words, this would require additional primary amendments. 3) The secondary amendment is not germane to the primary amendment. The primary amendment relates solely to which body makes the determination as to when the matching socks are no longer necessary. The secondary amendment introduces a new subject. 4) Another important thing to remember is that for a secondary amendment, what is being amended is not the original main motion, but the primary amendment. The secondary amendment, as written, seems to ignore that and attempts to amend the main motion directly. I don't think the rule which provides that an amendment "that merely makes the adoption of the amended question equivalent to a rejection of the original motion" is applicable here, but it doesn't really matter since the secondary amendment appears to be out of order for three or four other reasons. It seems to me the proper course of action from a parliamentary perspective would be for the member to wait until the current primary amendment is dealt with and then introduce his desired amendment as a new primary amendment. That amendment appears to be in order. Whether any of these motions or amendments are good ideas from a policy perspective will be for the assembly to determine.

Based on these additional facts, I'm not entirely certain that the rule in question is applicable here. Germaneness may or may not be an issue, but that is definitely not something I could answer without seeing the actual language of the main motion and the amendments. I agree with Dr. Kapur, however, that the additional fact that the secondary amendment "strike(s) more words and then insert(s) new phrase in the same place" means that the amendment is out of order on the grounds that a single secondary amendment cannot address both the words to be struck out and the words to be inserted, and also on the grounds that a secondary amendment "to strike out more words" is not in order. It might have been proper to handle the secondary amendment as a substitute instead. It would be extremely helpful if we could see the actual language of the main motions and the amendments.

I take it that you are referring to the following rule: "IMPROPER AMENDMENTS. The following types of amendment are out of order: 2) One that merely makes the adoption of the amended question equivalent to a rejection of the original motion." (RONR, 11th ed., pg. 138) The words "original motion" in the context of that sentence refers to the motion which is being amended. So yes, in the situation you describe, the primary amendment is the "original motion" for the purposes of what secondary amendments may be applied to it. Since I have no idea what the wording is of the main motion, the primary amendment, or the secondary amendment, however, I have no idea how or if this principle applies in this particular situation.

So far as RONR and the common parliamentary law are concerned, if the organization has adopted RONR as its parliamentary authority, then the prohibition in RONR counts as "prohibited by the bylaws." Whether this is correct so far as the California Corporate Code is concerned, however, is a question for an attorney.

There is no "old" or "new" grievance committee. There is only one grievance committee and the current members of that committee would consider all matters before the committee, including any matters which were pending at the time the new members were appointed. If members feel that the President's actions in this matter were inappropriate, then perhaps disciplinary action should be taken against the President.

What is the exact wording in your bylaws on this subject?

I would dispute the premise as there are options in between voting by email and meeting in person, such as a teleconference or videoconference, and such options are generally preferable to voting by email. Such options still must be authorized in the bylaws. "It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting. Therefore, a group that attempts to conduct the deliberative process in writing (such as by postal mail, e-mail, "chat rooms," or fax)—which is not recommended—does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law." (RONR, 11th ed., pg. 98) You would need to hold a meeting in order to amend the bylaws. If the bylaws currently do not authorize electronic meetings or email voting, then this would need to occur at an in-person meeting with a quorum present. It would likely be advisable to work out the details ahead of time so that the meeting can proceed swiftly. No. As to how the society can continue to conduct business in the interim if it is not able to meet, I suggest taking a look at Official Interpretation 2020-1 for most matters and Official Interpretation 2020-3 for elections.

No. "The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent" (RONR, 11th ed., pg. 348) An option would be to conduct business notwithstanding the absence of a quorum, however, it must be noted that members do so at their own risk. Such actions may later be ratified by the assembly at a meeting with a quorum present, but if the actions are not ratified, the members who took these actions are on the hook for them. "If, instead, the members present take action informally in the absence of a quorum, they do so at their own risk. Although the assembly can later ratify their action (pp. 124–25), it is under no obligation to do so." (RONR, 11th ed., pg. 348)

A rule in the bylaws would certainly suffice. An organization can adopt whatever rules it wishes in its bylaws, so long as those rules do not conflict with an even higher-level rule. "Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization." (RONR, 11th ed., pg. 10) "Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one." (RONR, 11th ed., pg. 14) Beyond that, I do not think there is a categorical rule on this matter pertaining to FPPLs, however, for particular FPPLs, the text specifically notes that a rule in the bylaws is required. "Rules which embody fundamental principles of parliamentary law, such as the rule that allows only one question to be considered at a time (p. 59), cannot be suspended, even by a unanimous vote. Thus, since it is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting (p. 423), the rules cannot be suspended so as to give the right to vote to a nonmember,*(73) or to authorize absentee (pp. 423–24) voting. Likewise, since it is a fundamental principle that each member of a deliberative assembly is entitled to one—and only one—vote on a question, the rules may not be suspended so as to authorize cumulative voting (pp. 443–44)." (RONR, 11th ed., pg. 263) "It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws." (RONR, 11th ed., pg. 423) Based on the rule on pg. 423, it would seem clear to me that only a rule in the bylaws would be sufficient to authorize absentee members or non-members to vote. "It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one—and only one—vote on a question. This is true even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote. For example, in a convention, a person selected as delegate by more than one constituent body may cast only one vote. An individual member's right to vote may not be transferred to another person (for example, by the use of proxies)." (RONR, 11th ed., pg. 407) "For ballot or roll-call elections of boards, committees, delegates, or other positions held by more than one individual, the bylaws may provide for cumulative voting." (RONR, 11th ed., pg. 443) Based on these rules, it would seem to me that only a rule in the bylaws would be sufficient to authorize cumulative voting or to otherwise change the "one member = one person = one vote" rule. I'd generally also be inclined to interpret the bylaws themselves as prohibiting such things unless they clearly stated otherwise. I suppose, however, that a special rule of order or a rule of order adopted for a session would be sufficient to adopt a rule which supersedes the "one question at a time" rule, since I don't see anything in the text which provides otherwise.

I don't think there is a definitive, general answer to this question. It seems to me the answer will depend upon the organization's rules and customs regarding the budget, the organization's rules regarding the authority of the board, and the wording of the motion to adopt the budget. I will say that, as a general rule, the board cannot take any action which conflicts with an action taken by the general membership, however, I cannot definitively say how that principle applies here. It may be prudent for the organization to amend its rules in the long run to clarify this issue.

Please answer the following questions: Do your bylaws provide that officers serve "until their successors are elected"? What do your bylaws say about filling vacancies? Is the board still able to meet during this time, either because it is authorized by your bylaws to meet virtually, or because it is able to meet in person due to its smaller size?

No, this is not correct. The Board of Directors cannot adopt a policy authorizing virtual meetings. Only a rule in the bylaws is sufficient. The second option you list would work if the business in question was almost anything other than elections. If, for instance, the motion was to purchase something, the purchase would most likely be carried out by an officer. Actions taken at improper meetings cannot be ratified, but actions taken by officers can be ratified. In this case, however, no one else carries out the decision - the election is self-executing. As a result, this tactic will not work here. Your organization cannot properly hold a virtual meeting so this question is moot. If your organization holds some sort of unofficial virtual meeting for the purposes of providing guidance on this matter, then it will be up to the organization to determine who votes in this unofficial capacity. Oh, I don't know, in the middle of a pandemic I might be okay with it if all other options have been exhausted, but I don't think we're there yet. Unless you can amend the bylaws, there is absolutely nothing you can do to proceed with a virtual/mail-in election, in the sense that this election would, in itself, elect the officers of the society. It may be possible to take an unofficial vote in this manner to provide guidance for the process which will actually elect officers. In order to know exactly what that process will be, I need answers to the following questions: Do your bylaws provide that officers serve "until their successors are elected"? What do your bylaws say about filling vacancies? Do your officers serve staggered terms or do all of their terms expire at the same time? Do your bylaws authorize electronic meetings of the board? (Or alternately, is it possible for the board to meet in person due to its smaller size?)

I concur with Mr. Mervosh that these questions are the least of the assembly's problems, but yes, motions are still valid if the motion maker cannot be identified. In such an instance, the minutes could simply say, for instance, "The motion to approve the agenda was adopted." So far as RONR is concerned, electronic meetings cannot be held unless such meetings are authorized in the bylaws. The sentence you have quoted does not mention electronic meetings. "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) The only other caveat I would add is that it is possible applicable law or some sort of emergency order may exist in your province on this matter.

If the constitution or bylaws do not authorize virtual conventions, then a virtual convention cannot be held. As for the matter of the Executive Committee changing the date, time, and place, I already answered that question, and nothing you have just posted changes that answer. The Executive Committee lacks the power to change the decision of the convention. The Executive Committee also lacks the power to simply postpone the 2020 convention to 2021, since that would also conflict with the decision of the convention. A workaround, however, would be to have a small number of people (even a single person) attend the convention at the scheduled date, time, and location and then establish an adjourned meeting for a different date, time, and location (or in the alternative, simply adjourn, and there would then be no convention until 2021). These actions may be taken even in the absence of a quorum.

In RONR, it's generally not possible to yield your time to someone else to begin with, so the question of a member "reclaiming" time does not arise. A situation in which "someone is being questioned by the officers of a group and each officer is allocated a limited amount of time to ask questions, e.g 5 minutes," certainly does not match anything described in RONR, so it would seem to me that the answer to this question would depend on the rules of the organization. Additionally, if the guess of Mr. Mervosh and others is correct, the organization in question does not use RONR as its parliamentary authority and is not the sort of organization RONR is designed for, so what RONR says doesn't count for much anyway.

There is no rule in RONR which explicitly provides that making a bylaw change "retroactive" is against the rules. I think that such a vague, general question, however, is not at all helpful or that there can be a general answer to such a question. I also have not in fact said that "backdating of a By-Law change to make it retroactive to an earlier date is against the rules." What I have said on this subject (which I acknowledge is just my opinion) is as follows: So if you wish to pursue this line of inquiry further, I would suggest that you provide specific facts regarding the amendment you have in mind, what situation or problem that amendment is intended to address, and what you mean by "backdating" and "retroactive" in the context of your situation.

Based on these facts, I don't really like what your board is doing either, but I don't think it is technically improper. If the bylaws are amended to make this candidate eligible, then votes cast for him will be counted. If the bylaws are not amended to make this candidate eligible, then votes for him will be treated as illegal votes. Such votes are counted for the purposes of determining whether any candidate has a majority, but are not credited to any particular candidate.

That is the case, but my understanding is that 1) the vote in question is not a roll call vote, but rather a vote by email or some similar means, and 2) it makes no sense to respond "Present" (or to count someone who does not respond as "Present,") when they are not, in fact, present.