Josh Martin

Well, I think you have our answers on this matter. I don't know what more we can do to help. I maintain my position that based solely upon the facts presented, the Council is permitted to amend its rules providing that proxy voting or absentee ballots counted together with votes at a meeting are permitted (although it is my strong personal recommendation that the Council should not do so), notwithstanding the apparent resistance to this by certain persons within the Federation, who may or may not represent the position of the Federation as a whole. As a practical matter, however, it does not seem particularly wise for the Council to simply openly defy the advice of its parent organization in this matter, and I imagine doing so may lead to repercussions. So if the Council wishes to pursue this matter further, it would seem the Council may wish to seek out a professional parliamentarian (who could perhaps assist the organization in reviewing in full the rules of the Federation and the Council and writing a detailed opinion on this matter, with the intent of persuading the Federation) or an attorney (who could advise the Council on what legal options the Council may have in this matter).

If the bylaws read as suggested, I would still interpret this as an election and call for nominees from the floor. If there were no nominees from the floor, I would declare the candidate elected by acclamation, unless the organization's require (or the assembly orders) a ballot or roll call vote, in which event I would I wouldn't. If an assembly doesn't care for the nominee, the solution is to elect someone else. If the assembly is not prepared to find someone else at the present time, the proper course of action is to postpone the election. If the bylaws require a position, it is not proper for the organization to simply refuse to fill it. The election may be postponed, or the organization may amend the bylaws to remove the position. Additionally, to the extent the assembly wishes to take a vote on this matter, the assembly is free to order a roll call vote or ballot vote, in which event members may vote against the nominee by voting for a candidate of their choice. If under duress, and an organization absolutely insisted on requiring a "yes/no" vote on a lone nominee, I would suggest the organization make their intent explicitly clear, and also make clear what happens in the event that "no" wins. Possibly something like the following: "If there is only one nominee for an office, members shall vote "yes" or "no" on the nominee, with a majority in the affirmative required for election. If the nominee is not elected, the chair shall ask for a motion to reopen nominations or to postpone the election."

Expressing no view on whether this is an accurate description of the present situation, the ultimate answer to this question is "No," at least as a matter of parliamentary law. The majority ultimately has the authority to interpret its own rules. The presumption in RONR is that most of the members want to follow the rules. RONR is just a book, and has no capacity to enforce the rules on its own - only the assembly can enforce them. In the situation that a majority chooses to ignore its rules, or interpret them in a manner not consistent with their good faith interpretation, there is ultimately nothing as a parliamentary or practical matter that can prevent this. Depending on the type of assembly and organization, there may (or may not) be recourse by appealing to a higher authority, such as a parent assembly, parent organization, or the courts, but such questions are beyond the scope of RONR and this forum. Setting aside the merits of this ruling (on which I express no view), I am inclined to agree the chair had no authority to make a ruling concerning this matter at a meeting of the Executive Committee. The chair appears to be alleging a violation of the rules occurred during the convention. The convention is the superior body to the Executive Committee, and the Executive Committee has no authority to overturn the decisions of the convention. Under RONR, only the convention itself could entertain such a Point of Order. I understand that, under your bylaws, the Judicial Committee may also have the authority to address this matter, but even supposing that to be true, the Executive Committee is obliged to follow the convention's decision unless and until it is overturned by a body with the authority to do so. The chair cannot simply assume in advance that the Judicial Committee will make a particular ruling. If members are improperly denied the right to vote (and I understand that these persons were certainly denied the right to vote, but whether this was done properly is in dispute), this constitutes a continuing breach which causes the affected motions to be invalid if the number of such persons is sufficient to have potentially affected the result. "If one or more members have been denied the right to vote, or the right to attend all or part of a regular or properly called meeting during which a vote was taken while a quorum was present, a point of order concerning the action taken in denying the basic rights of the individual members can be raised so long as the decision arrived at as a result of the vote has continuing force and effect. If there is any possibility that the members' vote(s) would have affected the outcome, then the results of the vote must be declared invalid if the point of order is sustained. If there is no such possibility, the results of the vote itself can be made invalid only if the point of order is raised immediately following the chair's announcement of the vote. If the vote was such that the number of members excluded from participating would not have affected the outcome, a member may wish, in the appropriate circumstances, to move to Rescind or Amend Something Previously Adopted (35), to move to Reconsider (37), or to renew a motion (38), arguing that comments in debate by the excluded members could have led to a different result; but the action resulting from the vote is not invalidated by a ruling in response to a point of order raised at a later time." RONR (12th ed.) So far as RONR is concerned, a Point of Order concerning such matters may be raised at a meeting of the assembly in question or during a meeting of a superior body. As I understand the facts, this relates to an issue occurring during a meeting of the Executive Committee. So a Point of Order could be raised during a meeting of the Executive Committee or during a meeting of the convention. I also understand that, under your bylaws, the Judicial Committee may have the authority to address this matter, so a challenge concerning this matter could also be filed under those procedures.

I understand this to mean that it is not possible for the Executive Committee to meet within sufficient time to authorize the call prior to the meeting, in order to hold the special convention on the desired date. In my opinion, no, unless there is other language in the bylaws (or perhaps applicable law) suggesting as much. Based solely upon the language provided, my interpretation would be that the rules in RONR in this matter are controlling, and that the Executive Committee may act only at a regular or properly called meeting of the Executive Committee. "Under the general parliamentary law, business is transacted in large boards according to the same rules of procedure as in other deliberative assemblies. In smaller boards, these rules apply as far as practicable, with the exceptions noted below. In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2–5, 9:13–16)—or at an adjournment of one of these meetings—and at which a quorum (see 40:5) is present. The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. (See also Electronic Meetings, 9:30–36.)" RONR (12th ed.) 49:16 Ultimately, however, it is up to the organization to interpret its own bylaws. That's an interesting question. I think this is somewhat of a gray area, but I would tentatively lean toward "yes." Although this will create a very awkward situation if the Executive Committee does not ratify the action, so the chair had better be certain that it will be ratified. No, I don't think this would be permissible. For starters, let's not assume that everyone agrees to ignore the rules. If the convention is not properly called, the chair's duty is to make a ruling to that effect, and it is the duty of every member to raise a Point of Order to that effect if the chair fails to do so. But even ignoring that issue, it would seem to me that if the issue of the call is not resolved prior to the convention, then the convention has not been "held at the direction of the majority of the Executive Committee." As a consequence, the convention is not a properly called meeting, and I don't think the Executive Committee can properly authorize the call of a convention which has already occurred. So it would seem to me that if this strategy is pursued, an Executive Committee meeting should be held as soon as possible, and certainly prior to the convention being called to order.

Well, if this is correct, that will make things easier - when amending the bylaws, the organization can adopt a proviso to handle the transition in any manner it sees fit.

I think the answer to your first question is "Yes" and the answer to the second question is "Maybe." Can you please answer the following: What is the nature of this position? Is it an officer position? A committee? Something else? How is this position appointed? What, if anything, do the bylaws or other rules say regarding removal of this position? What, if anything, do the bylaws or other rules say regarding the term of office for this position?

A motion to Suspend the Rules and remove the Chair from the presiding officer is in order. Indeed, such a motion is in order even if the bylaws provide that the Chair shall preside at all meetings, because such a rule is in the nature of a rule of order, and may therefore be suspended. Whatever book you're reading that says "no" is wrong. RONR itself (which is the authority on this matter) provides that such a motion is in order, even with a bylaw provision like the one you describe. "If the chair is not an appointed or elected chairman pro tem, a motion to declare the chair vacant is not in order. However, a motion can be made to Suspend the Rules so as to take away from him the authority to preside during all or part of a given session. When such a motion is made and seconded, after stating the motion he must turn the chair over to another following the procedure described in 43:29, and the remedy for refusal or failure to do so is that the motion may be put to a vote by its maker. Any one motion to Suspend the Rules that might limit the authority or duties of the presiding officer during a meeting can remain in effect, at most, for one session. (See 8:12, 8:16.) Therefore, in order to prevent the regular presiding officer from presiding during subsequent sessions, the motion to Suspend the Rules would have to be renewed and separately adopted at each of the sessions. Moreover, since Suspend the Rules applies only when “an assembly wishes to do something during a meeting that it cannot do without violating one or more of its regular rules” (25:1, emphasis added), the motion cannot be used to remove from the presiding officer (even temporarily) any administrative duties—those related to the role of an executive officer that are distinct from the function of presiding over the assembly at its meetings. (Cf. 47:20.)" RONR (12th ed.) 62:12-13 "This is true even if the bylaws contain a provision to the effect that the president shall preside at all meetings, since such a provision is clearly in the nature of a rule of order, which may be suspended even if in the bylaws. See 2:21." RONR (12th ed.) 62:12n5

Well, being "mentioned during the discussion" doesn't cut it. If they're suggesting the proposed document was amended at the annual meeting, that's one thing. (And there's limits on "scope of notice" for bylaw amendments.) But they can't just add things after the fact based on the discussion. If more items arise during discussion which necessitate additional amendments, but more time is needed to draft those amendments, then those amendments should be brought forth at a future meeting. Discussion doesn't belong in the minutes, but any additional amendments should be included in the minutes. To be clear, however, if the minutes are incorrect, then the minutes can be fixed. Again, the amendments are included in the minutes, but the discussion isn't. In any event, no one can just add more amendments after the fact based on discussion. The amendments have to actually be voted on. Well, this is a separate question, I think. As I understand it, what's alleged at this time is that these changes were not included in the proposed amendments at all. If that's the case, there's no doubt that they are not valid. If these amendments were included in the proposed amendments, but weren't clearly marked, I think that's somewhat different. If these are adopted as individual amendments, each amendment needs to be called out. But if this was adopted as a complete revision to the bylaws, amendments need not be highlighted (although this is typically done as a courtesy to members, unless the bylaws are changed so radically that it's simply not feasible to do that).

In my view, this would not change anything. This would strengthen the interpretation that proxy voting is not permitted unless the local organization's bylaws allow it - but everyone's already on the same page there. I don't think this fact leads to any further assistance on the question of the parent organization's rules. Yes, that's exactly what it means. (It also means that even to the extent the parent organization's bylaws prohibited proxy voting or absentee ballots, there would be a question of whether that rule referred solely to the operations of the parent organization, or was also applicable to the operation of constituent units.)

This is an interesting question. Ordinarily, the only reason something like this would occur is if there is an amendment to the bylaws, and the organization would resolve the issue by adopting a proviso handling the details of the transition. But this is a rather unusual situation in which this transition will arise without any amendment to the bylaws. I am inclined to think that the organization will ultimately have to interpret its own rules on this matter, and I expect because the rules may not anticipate this situation, it may ultimately be up to the organization's preferences. It's not entirely clear to me that this rule is applicable in the present instance, but to the extent that it is, I agree it is ambiguous how it applies to this situation. I would add that another option would be to lengthen the terms of senators in order to resolve the odd/even issue. Ordinarily, shortening or lengthening the terms is really the only way to resolve a transition like this. But I suppose the existence of the alternates might create some alternative options. (As I understand it, the "alternates" proposal is that if the terms of the senators expire, the alternates would serve to fill the gap until the terms are aligned correctly.) In my view, it's not really an option to simply choose to leave vacant a position called for in the bylaws. Beyond that, however, I have no personal preference on how the assembly resolves this issue. No, 46:34 (nor anything else in RONR) mandates that the organize choose a particular solution for this matter. But if the solution the organization settles on involves electing multiple positions with varying terms, then 46:34 is applicable.

Yes, no doubt if a member makes this motion (or something like it) after each main motion, that's quite likely dilatory. But that's why I vaguely said "this motion can be renewed if circumstances are such that it has become a substantially new question (for example, due to progress in the meeting)," without specifying exactly what circumstances or how much progress. It's ultimately going to be a judgment call by the chair. If a members makes this motion after each main motion, that's one thing. On the other hand, if a member makes this motion at one point in the meeting and makes this same motion one more time hours later, after the assembly has completed a great deal of business, that's very different. I think we're all ultimately on the same page here.

I would first note that this resignation must be accepted by the body with the authority to fill the resulting vacancy in the office of Vice President before it can become effective - although typically this is a formality. Well, he automatically has a replacement. When there is a vacancy in the office of President, the Vice President automatically becomes President unless the bylaws provide otherwise. So the Vice President will get a very swift promotion on July 1. The vacancy in the office of Vice President can be appointed prior to when the vacancy will occur, if that is your question. Of course, the person will not take office until the vacancy occurs. I'm not aware of anything in RONR explicitly stating someone cannot be appointed for a vacancy which will not occur until the future, but I'm also not aware of anything saying you can't do that.

Not that I'm aware of. My experience is that there is a great deal of variation in this regard. Many organizations will refer to both appointed and elected positions as "officers." Other organizations will, as you suggest, attempt to distinguish between the appointed and elected positions in some manner. For what it is worth, RONR does discuss "appointed officers" in RONR (12th ed.) 47:43-56. It may be that there is somewhat more standardization within EMS Squads specifically, as opposed to organizations more broadly, although I do not know enough about EMS Squads to know for certain. It may be beneficial to reach out to other EMS Squads and see how they handle these matters. In any event, your organization is ultimately free to choose such titles as suits its needs.

Certainly you are free to notify them, and that seems like a good idea, but a formal Point of Order cannot be raised until a meeting. I think the answer is generally "yes" to both questions, although I would add the following caveats with respect to the statement that a Point of Order can be raised "whenever." "The general rule is that if a question of order is to be raised, it must be raised promptly at the time the breach occurs. For example, if the chair is stating the question on a motion that has not been seconded, or on a motion that is not in order in the existing parliamentary situation, the time to raise these points of order is when the chair states the motion. After debate on such a motion has begun—no matter how clear it is that the chair should not have stated the question on the motion—a point of order is too late. If a member is unsure of his point or wishes to hear what the maker has to say on behalf of the motion before pressing a point of order, he may, with the chair's sufferance, “reserve a point of order” against the motion; but after the maker has spoken, he must insist upon his point of order or withdraw it. Points of order regarding the conduct of a vote must be raised immediately following the announcement of the voting result (see 45:9)." RONR (12th ed.) 23:5 "Is in order when another has the floor, even interrupting a person speaking or reading a report if the point genuinely requires attention at such a time (see Timeliness Requirement for a Point of Order, 23:5)." RONR (12th ed.) 23:2, emphasis added As I understand the facts presented here, what is alleged is that a sentence was improperly added to the bylaws, without following the amendment process in the bylaws. I think this is a continuing breach, and therefore I think a Point of Order can still be raised regarding this matter. Generally, however, I'm doubtful that such a Point of Order will require interrupting a person who has the floor (let alone a person who is currently speaking).

An incidental motion to Suspend the Rules may not be reconsidered. However, it may be renewed if circumstances are such that it has become a substantially new question (for example, due to progress in the meeting). If this was made as an incidental main motion, then I also think it is still the case that this motion can be renewed if circumstances are such that it has become a substantially new question (for example, due to progress in the meeting), and a motion which can be renewed cannot be reconsidered. Prior to that time, however, I am generally inclined to think it can be reconsidered. I cannot think of any reason it could not be. Yes.

Yes, I suppose an assembly could still choose to take the vote by ballot (or by roll call, as was done here), in order to provide an opportunity for members to cast write-in votes. Although in those circumstances, members would vote for the candidate of their choice rather than voting for "yes" or "no."

I think what is said in RONR (12th ed.) 50:4 is instructive in the distinction between committees and boards in this regard. "Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society (or other constituting power) than a board is usually understood to have. Thus, if the committee is to do more than report its findings or recommendations to the assembly, it may be empowered to act for the society only on specific instructions; or, if it is given standing powers, its actions may be more closely subject to review than a board's, or it may be required to report more fully. Also, unlike most boards, a committee in general does not have regular meeting times established by rule; but meetings of the committee are called as stated in 50:21–22. Some standing committees, however—particularly in large state or national organizations—function virtually in the manner of boards, although not designated as such." RONR (12th ed.) 50:4

So far as I am aware, RONR does not directly answer this question. So what follows is largely my personal views, and ultimately it will be up to the assembly to determine the answer to this question. Since the person in question has a regular title in this regard, I am inclined to think that title should be used. So I would have this person sign the minutes as "Assistant Secretary." If neither the Secretary nor the Assistant Secretary take the minutes, the title for a person temporarily serving in the role of Secretary is "Secretary Pro Tempore."

You've answered your own question. One of the characteristics of a deliberative assembly is that "it is a group of people, having or assuming freedom to act in concert, meeting to determine, in full and free discussion, courses of action to be taken in the name of the entire group." RONR (12th ed.) 1:1 A committee, generally, does not have the freedom to determine "courses of action to be taken in the name of the entire group." Rather, the committee acts under the direction of the committee's parent assembly, and makes recommendations to the parent assembly on the courses of action to be taken.

I assume you actually mean "postponed." But in any event, I can't answer that. That's a judgment call for the assembly to make. When an election is incomplete, the proper course of action is to conduct the election again. By default, that means immediately. The assembly could postpone the election if it wished. That requires a majority vote. In the alternative, the assembly is free to complete the election at the same meeting. People are free to arrive to a meeting late, and it violates no rule for the chair (or anyone else) to call people to come to the meeting. I don't know that we know for sure that the chair only called specific people. But assuming this is in fact what occurred, I agree that I'd be more comfortable if the chair had notified all absent members, rather than singling out specific individuals.

I don't expect this forum will be of a great deal of help here, as the answers to your questions will ultimately be found in the board's rules and applicable law. I would advise contacting the attorney and/or the media. (Public pressure sometimes is an effective strategy for influencing elected officials.) Since this is a public body, however, I'm not at all certain the rules in RONR (12th ed.) are controlling in this matter. I will assume for the sake of argument that your school board's rules or applicable law, it is correct that a vote of 4-0 is insufficient to elect a director. If the rules in RONR are controlling, the next steps would be to repeat the election at the next meeting (perhaps seeking new nominations in the interim), and continue to repeat the election as many times as is necessary until the board elects a candidate to fill the vacancy. Because this is a public body, however, I expect that any next steps in this matter will be controlled by applicable law. Assuming for the sake of argument that the board's rule is controlling in this matter, the President is correct that a vote of 4-0 is less than the full membership of the board for a board which (presently) has eight members. It appears there may be some questions about the interaction with state law - that will be a question for an attorney. So I would note that, so far as RONR is concerned, the proper course of action if the member felt this process was "rushed" would have been to move to postpone the election, but it may well be the board was required to vote that night due to the board's rules or applicable law. My experience has been that some public bodies do indeed conduct their elections in this manner (for some bizarre reason) rather than conducting them in the manner called for in RONR. I can't say for certain whether this was the correct procedure for this board.

For starters, do your bylaws have a residency requirement to serve on the board? You seem to imply this is the case, but I'd like confirmation. Well, that's a question for an attorney, and I express no view on that matter. We lack sufficient facts to answer these questions. Please answer J.J.'s questions. Even supposing for the sake of argument the person is ineligible, that doesn't necessarily mean the board has the authority to remove him. If, for example, the membership elects board members, only the membership has the authority to consider a challenge to an election conducted by the membership, unless the bylaws provide otherwise. "Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute." RONR (12th ed.) 46:50 No "notice" is required of a Point of Order concerning this matter. But the above procedure is applicable only if the bylaws in fact provide this person is ineligible to serve on the board, and while you seem to be hinting this is the case, I'm not yet totally certain that it is. Please clarify what exactly your bylaws say concerning this matter.

I agree that it's not unusual for organizations to hold an unnecessary "yes/no" vote to approve an unopposed nominee, but that doesn't mean it's proper to do so. Unless the bylaws require a ballot vote, if there is only one nominee, the chair should declare the nominee elected by acclamation.

I agree, but I don't understand how this conflicts with what I said. I have no disagreement that the Federation can adopt rules "prohibiting a local from creating a local bylaw permitting absentee or proxy voting." The question is whether the Federation has, in fact, done so. Well, none of us have conducted an exhaustive review of the Federation's bylaws in this regard, so I do not know that any of us can conclusively say that there is no such provision. I will agree that, as of this time, no facts have been presented indicating that the parent organization's bylaws prohibit the local organization from adopting these rules in its bylaws.

Perhaps we have different interpretations of what the question is asking. I interpreted it as asking whether a nomination which was withdrawn must still be considered a valid nomination. I see how a different interpretation may be that the question is asking whether some action must be taken to "accept" the nomination. I apologize for the lack of clarity in my response. In the response in question, I was accepting for the sake of argument the OP's premise that the committee had properly replaced the nominee with a different nominee. Upon further review of the bylaw provisions in question, I agree there is reason to doubt that premise. That's true, but why does that matter? This nomination was made in advance of the election meeting.