Josh Martin

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 If the motion to adjourn is withdrawn or defeated, then the member could actually make the motion he wishes to make.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?

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.