Josh Martin

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.

No. Once again, if your bylaws have their own procedures for discipline, those rules take precedence over RONR. The society (or the board) cannot pick between which process to be used - the process in your bylaws must be followed. I suppose that a "combined" version could be used to some extent, in the sense that the procedures in RONR could be used as guidance, to the extent that the procedures in your bylaws are silent on certain aspects of the process. For example, it is conceivable that a society's bylaws might provide that a "trial" is required but say absolutely nothing about how that trial is conducted, in which event the procedures in RONR may be of assistance. The society (or the board) could not, however, take any action which conflicts with the procedures in your bylaws. Yes, I agree that the manner in which the board handled this is extremely confusing. If the board's claim is that the board had the authority to remove this person under the procedure in the bylaws and that there is no appeal process under the procedure in the bylaws, they should have stuck to their guns on that. The bylaws take precedence over RONR. Nonetheless, the bylaws still take precedence over RONR, notwithstanding the fact that the board (perhaps erroneously) said they are "using RONR" for the disciplinary process. As I understand the facts, the matter is to be decided on by the Executive Board or a committee appointed by the board. Whichever of these bodies meets, only members of that body would vote. I would note, however, that there is no reason that the committee could not consist of board members, in whole or in part. I'd also note that the board and the committee seem to be in agreement on this matter, so there doesn't seem to be much to pursue for a challenge on this grounds. Your organization will be the ultimate judge of determining what its bylaws mean in this regard and resolving the apparent ambiguities and conflicts in these sections. It seems that one section might be referring to removal from the Executive Board and one section might be referring to removal from the organization, which might help to resolve the conflict. As previously noted, the manner in which this interpretation would arise would be for a member, at a meeting of the general membership, to raise a Point of Order that the board's removal of this member was improper and is null and void, stating the reasons why. The chair would rule on this point and provide their reasoning. A member may move to Appeal from the decision of the chair. If this is seconded, the decision would then be in the hands of the assembly. A majority vote is sufficient to overturn the chair's ruling. It should be noted that the question being decided on appeal is whether the board acted properly under the bylaws in removing the member, not whether members personally agree with the decision to remove the member on its merits. As previously noted, the society may also wish to amend the bylaws if the society feels that the bylaws are unclear and/or if the society feels that the bylaws grant too much power to the board in this regard. The process in the bylaws is controlling, regardless of any statements the board has made to the contrary.

While I concur with those who say that the President should indeed enforce the rules relating to gaining recognition, I don't know that this really helps matters much in the long run. Presumably, the member will learn to correct his actions after the first few times he is called to order, and he will jump up and say "Mr. Chairman!" rather than jumping up and saying "I move to adjourn!" and then we're back where we started.

Information on the motion to Ratify may be relevant. See RONR, 11th ed., pgs. 124-125. I would also advise taking a look at Official Interpretations 2020-1, 2020-2, and 2020-3, each of which are related to the difficulties organizations are having conducting business during the pandemic.

If the bylaws state "It is understood that the above is a list of the most common problems that arise from time to time and are set forth in order for all members to be aware of same. However, it is also understood that any other disturbance or problems caused by members that would or could result in defacing the image of the organization, its members, guests, the public property of the organization or anything pertaining to same will be subject to a fine or dismissal from the organization to be decided on by the Executive Board or Committee appointed by same," then those rules take precedence over anything RONR says on this subject, and those rules must be followed. I have not seen the wording of the rule that "the by-law clearly states that for her first offense she should get a warning letter," but that rule will need to be followed as well. To the extent that these provisions, taken together, are ambiguous or in conflict, the society will be the ultimate judge of what the bylaws mean. The society may also wish to amend the bylaws if the society feels that the bylaws are unclear and/or if the society feels that the bylaws grant too much power to the board in this regard.

No rule in RONR provides that officers other than the presiding officer (and the parliamentarian, if there is one) should not vote. As a result, they are free to vote. I am not aware of any specific citation to this effect, but RONR is clear that voting is a right of membership. "A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings." (RONR, 11th ed., pg. 3)

Correct. As I have explained above, however, there are tools available for the member to at least briefly explain the motion they wish to make. If a majority nonetheless still wishes to adjourn, however, there's nothing the chair can do to stop it.

The President 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). "Although the privileged motion to Adjourn is undebatable, the following parliamentary steps are in order while it is pending: • to inform the assembly of business requiring attention before adjournment; • to make important announcements; • to make (but not to take up) a motion to reconsider a previous vote; • to make a motion to Reconsider and Enter on the Minutes (pp. 332–35); • to give notice of a motion to be made at the next meeting (or on the next day, in a session consisting of daily meetings) where the motion requires previous notice (see pp. 121–24); and • to move to set a time for an adjourned meeting (9, 22) if there is no meeting scheduled for later within the same session. Any of the above steps that are desired should be taken care of earlier, if possible; but there may sometimes be no such opportunity, particularly in a convention or a session of several meetings that is following an adopted agenda or program (41), or in cases where a meeting of an ordinary society adjourns before completing its regular order of business. If any matters of the types listed above arise after it has been moved to adjourn, the chair should state the facts briefly, or a member who rises and addresses the chair for the purpose should be allowed to do so—or to make the necessary motion or give the desired notice—before the vote is taken on the motion to Adjourn. If something requires action before adjournment, the member who moved to adjourn can be requested to withdraw his motion." (RONR, 11th ed., pgs. 238-239) No, I don't think this would be appropriate. I suppose what the President could do is 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." This would inform members of their rights while not expressing an opinion on whether the assembly should or should not adjourn. Presumably, this would only be necessary a few times, and after that members would be aware of their rights in this regard. It is correct that the privileged motion to adjourn is not debatable, however, there are a limited number of steps which may be taken while the motion to adjourn is pending, one of which is to inform the assembly of business requiring attention before adjournment. The President has very little authority to control adjournment. The President may declare a meeting adjourned without a vote in three very specific circumstances: The assembly has completed its entire order of business and when the President asks if there is any further business, no one responds. The assembly has previously scheduled a time for adjournment and that time has arrived. There is an emergency, such as a fire, and it would endanger the members' safety to take the time to vote on adjournment. In other cases, the assembly determines whether to adjourn. The privileged motion to adjourn is not debatable or amendable and requires a majority vote for adoption. The President has no authority to prevent the assembly from adjourning.

RONR recommends the term "Executive Committee" for the "board within a board," to avoid confusion. It appears your organization, however, has a Board of Directors which consists of 12 members, and also has an Executive Board which consists of the President, Vice President, Secretary, and Treasurer. At meetings of the Executive Board, only members of the Executive Board have a right to attend. The Executive Board may permit others to attend if it wishes (such as the Director). At meetings of the full Board of Directors, any member of the board may attend. Again, the board may (at its discretion) permit others to attend if it wishes. A board certainly could (and often does) enter executive session by unanimous consent, so the fact that you have "never heard a vote to allow" is not necessarily a violation of any rules. As to whether it is "cause for alarm" that the Executive Board regularly meets in executive session is a matter of opinion.

In the standard order of business, Special Orders is after the reports of committees and before Unfinished Business and General Orders. If the organization is using an agenda, then the agenda may be amended when it is pending for adoption. A member offers the desired amendment, another member seconds it, and the change is debated and ultimately voted on. A majority vote is required for adoption. The agenda may also be amended after adoption, but in those cases a 2/3 vote would be required to adopt the amendment. The National Association of Parliamentarians and the American of Institute of Parliamentarians provide referral services. https://www.parliamentarians.org/prp-search/ https://www.aipparl.org/find-a-parliamentarian/

It seems to me the answer to this question will require a review of the organization's rules involving members needing "credit" for attending meetings. No such rules exist in RONR.

The National Association of Parliamentarians and the American of Institute of Parliamentarians provide referral services. https://www.parliamentarians.org/prp-search/ https://www.aipparl.org/find-a-parliamentarian/

The installation is purely ceremonial and can occur whenever the society pleases. As to when the election becomes final and the officers are responsible for their duties, RONR does not have a direct answer to this question because this process of "the eboard elects officers which are then ratified by the members at the next general meeting" is a creation of your bylaws and is frankly rather unusual. Generally, however, I am inclined to think that in these circumstances, the officers would take office upon ratification, unless the bylaws provide otherwise. In the ordinary case, officers take office immediately upon election unless the bylaws provide otherwise. RONR also provides, however, that the motion to ratify is used when an action cannot become valid until approved by the assembly. This would suggest that the officers would not take office until the election is ratified, and may even suggest that the election is not final until that time. "An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline." (RONR, 11th ed., pg. 444) "An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time. If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." (RONR, 11th ed., pg. 444) "The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly." (RONR, 11th ed., pg. 124) Matters which are specified in the bylaws to occur at a particular meeting are special orders. "Matters that the bylaws require to be considered at a particular meeting, such as the nomination and election of officers, may be regarded as special orders for the meeting and be considered under the heading of Special Orders in the order of business." (RONR, 11th ed., pg. 357)

I think this is mostly correct. I think there are two important additions. The first is that it is extremely common for requests for any other privilege and/or questions of privilege to be handled by unanimous consent. Second, in the event the question does require formal action by the assembly, it is handled as a main motion which is debatable and amendable. Finally, since you have asked specifically about a question of personal privilege, it should be reiterated that the text notes that this rarely justifies interrupting the pending business. "The chair, even if he has assigned the floor to another person, directs the member to state his question of privilege. Depending on the case, the member then either (a) describes the situation briefly and asks that it be remedied, or (b) if he believes that the matter will require formal action by the assembly, makes a motion covering his question of privilege, and another member seconds it. The chair at his discretion can ask a member to put into the form of a motion a question of privilege that the member has stated as a request. Unless the point is simple enough to be promptly adjusted (as in the first example, below) or unless it is in the form of a motion and is not seconded, the chair rules whether the question is a question of privilege, and, if so, whether it is of sufficient urgency to warrant interruption of the existing parliamentary situation. From this ruling an undebatable appeal can be taken. If the motion made as a question of privilege is seconded, and if the chair admits it as such and decides that it should be entertained immediately, he states the question on it and proceeds as with any other main motion. When the question of privilege has been disposed of, business is resumed at exactly the point at which it was interrupted. If a member had the floor when the question of privilege was raised, the chair assigns him the floor again." (RONR, 11th ed., pg. 228) RONR provides examples of a question of privilege which would probably be handled as a simple request and also a question of privilege which would probably be handled as a formal motion. "The following is an example of a question relating to the privileges of the assembly that can be stated as an informal request and that can be routinely adjusted by the chair: Assume that, while an important speech is in progress at a meeting in a large hall with upper windows, workmen begin to operate jackhammers in an alley beside the building. Member A rises and interrupts, addressing the chair: MEMBER A: Mr. President, I rise to a question of privilege affecting the assembly. CHAIR: The gentleman will state his question. MEMBER A: Mr. President, I don't think we're going to be able to hear unless some of the windows are closed. CHAIR: Will one of the ushers ask the building engineer to have the windows closed on the left side. May we have the sound turned up a little until the windows are closed. The next example illustrates a question of the privileges of the assembly requiring a formal motion which interrupts pending business. In an ordinary society these occasions are rare, but in a convention or large assembly a situation of unforeseen complications may cause such a motion to become appropriate. Assume that, to hear a prominent speaker, an association has opened one of its meetings to the public. Because of the speaker's commitments at a later hour, his address was given first, preceding the business meeting—which was expected to be brief and routine. But Member X has surprised this meeting by introducing a resolution dealing with a delicate matter of obvious importance that may call for prompt action by the association. Member Y, sensing that consideration of this question should be kept within the organization, interrupts Member X's speech on the pending resolution by rising "to a question of privilege relating to the assembly." As directed by the president, he states the question of privilege: MEMBER Y: Mr. President, I believe this is a question we should consider in a closed meeting. With apologies to our guests, I move that the open portion of this meeting be declared ended and that our guests be excused. (Second.) CHAIR: The chair rules that the question is one of privilege to be entertained immediately. It is moved and seconded that [stating the question on the motion to go into executive session]. Debate or amendment follows, if needed; then the question is put to a vote. After announcing the result, the president expresses appreciation to guests. As soon as they have left, he states the resolution that was interrupted by the question of privilege, and recognizes Member X, who had the floor." (RONR, 11th ed., pgs. 229-230)

As I said, a member might raise a Point of Order, followed by an Appeal, arguing that the introduction of such letters after the trial has concluded violates the "appear and defend himself, and to be fairly treated" portion of this rule. Such a phrase, however, is certainly open-ended enough that it is open to interpretation, and it will ultimately be up to a particular society to determine what it means in a particular context.