Josh Martin

I suppose your organization will have a question of bylaws interpretation on its hands to determine how the meetings the other "as necessary" meetings are called since the bylaws do not specify. In the long term, it would seem prudent to amend the bylaws to clarify this matter.

Thank you. Based on the facts provided, this appears to be the relevant provision. The rule in question refers to "written consent... in accordance with law." This does not seem, to me, to specifically require a secret ballot, although it may be beneficial to refer to the laws in question for a definitive answer.

What exactly does this mean? Your bylaws say nothing whatsoever regarding mail voting? They say nothing whatsoever regarding amending the bylaws? They define these subjects but are silent on signatures? Please quote exactly what your bylaws say regarding any of these subjects. What I will say in quite general terms is... If the bylaws truly are silent on all of this, then the vote is null and void since voting by mail is not permitted unless authorized in the bylaws. If the bylaws provide for a vote by mail and specifically require a "ballot vote," then this means a secret ballot unless otherwise specified. So if the bylaws do not require a signature, no signature is required. If the bylaws provide for a vote by mail and do not specify a "ballot vote," then the vote can be secret or not, at the society's discretion. I'll feel a lot more confident providing an answer, however, when I am able to do so based on actual language in the bylaws.

What do your rules say regarding calling a meeting of the Executive Committee? What is said in 50:21 is irrelevant, because the Executive Committee (despite its name) is actually a board, not a committee. "The executive committee is thus in reality a “board within a board” and operates under the rules in this book applicable to boards rather than those applicable to committees." RONR (12th ed.) 49:13 No. The standard order of business is as follows: "1) Reading and Approval of Minutes 2) Reports of Officers, Boards, and Standing Committees 3) Reports of Special (Select or Ad Hoc) Committees 4) Special Orders 5) Unfinished Business and General Orders 6) New Business" RONR (12th ed.) 41:5 If a motion was pending when the meeting adjourned, this would be the first item considered under Unfinished Business, however, the meeting does not begin with Unfinished Business. As you can see, several other headings occur first.

What do the bylaws say regarding this matter?

The President was incorrect that he was no longer President. The resignation is not final until it is accepted. In any event, however, if the President refused to consider presiding, the Vice President (or in the absence of the Vice President, a Chairman Pro Tempore appointed by the President and confirmed by the assembly, or a Chairman Pro Tempore elected by the assembly if the President refuses to do that as well) would preside and state the question on the motion to adjourn. Alternately, if the assembly did the correct thing and promptly moved to accept the President's resignation, the Vice President would become President and preside (unless the Vice President was absent, in which event a Chairman Pro Tempore would be elected by the assembly). With that said, however, it is not proper to combine a motion to adjourn with a motion to Refer to the Executive Committee, or to combine a motion to adjourn with calling a meeting of the Executive Committee. A motion to refer to the Executive Committee may be adopted by majority vote, but it would be adopted as a separate motion prior to the motion to adjourn. Your own rules should specify how meetings of the Executive Committee are called. Any motion must be placed before the assembly to be valid. In the case of a presiding officer who refuses to place a properly made motion before the assembly, there are tools to deal with that. I do wonder, however, if the terms "executive committee" and "executive session" are being confused. An executive committee is a "board within a board," which consists of a subset of the members of the board. An "executive session" is instead a meeting of the same assembly in which the proceedings are secret. In the latter case, a motion to adjourn was still not the proper tool, but a member could have moved that the assembly enter executive session. RONR already provides for this. I certainly agree that there is no issue at this time with the adjournment based upon the facts presented, but there may be an issue with what subsequently occurred in an Executive Committee meeting if said meeting was not properly called (and assuming that it was, in fact, an executive committee meeting and the OP is not confusing executive committee and executive session).

This question is outside the scope of RONR and this forum. I would suggest consulting an attorney.

I think not strictly at all in this particular case. The rules in RONR are generally written with the assumption that business is occurring at a meeting, and therefore this particular rule assumes that the election is occurring at a meeting. In a situation where the election is completed entirely outside the context of a meeting, I do not think the rule in question is applicable. Your organization's bylaws take precedence over RONR. So if your bylaws provide for the procedure you describe, then those rules take precedence over RONR.

There is nothing in RONR suggesting such rules cannot be suspended or that such rules require a higher threshold for suspension. If this is, in fact, all that the rule is, there would be nothing preventing the assembly from suspending it by a 2/3 vote, whether or not all members are present. So I don't think this position is helping your argument. An important reminder for all. I have personally already voted and will be serving as an election judge on Tuesday to assist others in exercising their right to vote. I don't know that these facts necessarily change anything. Many societies can and do have multiple requirements for previous notice, so the fact that all members are sent a copy of any proposed amendments (which undoubtedly serves as a previous notice requirement) does not necessarily mean that the "lay over" language does not also serve as a previous notice requirement. I would be curious to know the exact language in the bylaws pertaining to the "lay over" requirement. That might shed some light on the matter. In the long run, the prudent course of action would be to amend the bylaws for clarity, or perhaps to amend the rule to remove it altogether if the society does not think it serves a legitimate purpose.

Rules in the bylaws which are in the nature of rules of order may be suspended. The rule clearly seems to be in the nature of a rule of order. As a result, the fact that it "violates the plain language of the bylaws," in and of itself, does not prevent the rule from being suspended. "Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." RONR (12th ed.) 25:10, emphasis added It therefore logically follows that such rules can be suspended if no members are absent. The rule does not protect absentees if there are no absentees. So if it is desired to argue that the rule cannot be suspended or requires a higher threshold for suspension, then we need to find some other reason for this. (You also seem to be arguing that the rule might not protect absentees in any event.) I suppose one could argue that the rule is also one which protects the rights of an individual member, which I think is what you are arguing. It certainly is not a basic right of an individual member, but it could still be a rule which protects a minority of one. If this is correct, the rule could still be suspended, but it would require a unanimous vote rather than a 2/3 vote, since "no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule." RONR (12th ed.) 25:2 So it may be as Mr. Elsman says, and that the rule may be suspended only if "every single member were present and no one objected," which is a pretty high bar. I do not see a reasonable argument, however, that the rule could not be suspended under any circumstances, at least based upon the facts provided. Attempting to conduct business at a meeting which was not properly called is a violation of the "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." RONR (12th ed.) 25:9 So this is not only a violation of a rule protecting absentees, but is also a violation of a fundamental principle of parliamentary law. Fundamental principles of parliamentary law may not be suspended. As a result, the rule may not be suspended even if there are no absentees. So it is not quite the same principle.

"The secretary’s draft of the minutes is often sent to all members in advance of the meeting at which those minutes are to be approved, usually with the meeting notice. When this has been done, it is presumed that the members have had an opportunity to review these draft minutes, and they are not read at the meeting unless a member requests it." RONR (12th ed.) 41:12

A copy of the minutes may be provided to the members prior to the meeting for review. If this is done, the minutes do not need to be read aloud prior to approval unless a member requests it.

I agree. I'm not sure any of us actually disagree about the rules on this subject, and the disagreement is instead caused by the fact that we have different assumptions about what "Format A" and "Format B" are. My assumption was that the motions on this matter were of some complexity and involved several sentences, paragraphs or even pages of rule changes, while others appear to assume that it is as simple as "single-elimination, double-elimination, etc." If the latter is correct, I agree that the tool of filling blanks is appropriate. I would note for the original poster's benefit that even in the event the tool of filling blanks is appropriate and is used, the assembly is still not limited to Format A, Format B, and the current format, since additional formats could be proposed to fill the blank.

The financial statements should be filed for audit in any event. If the financial statements include proposed budget expenditures, motions should be made to approve those expenditures, not the statements themselves.

The latter, I think. It seems to me that notice would need to be provided anew. I don't think notice given for a motion intended to be made at a regular meeting "carries over" to a special meeting. If the assembly instead established an adjourned meeting I think they would be covered. No, this does not change my opinion. Yes, I think so, although I am inclined to think that a motion to ratify has the same requirements for adoption as the action being ratified, including any previous notice requirements.

Yes. I don't know. Your bylaws should specify the amount of notice required to call a special meeting. If they specify that 14 days of notice is required, and no exceptions are provided, then 14 days of notice is required. Without a quorum you can't do much of anything. Can you offer either the person who hasn't been showing up to meetings or one of the two board members who recently resigned (but whose resignations have not yet been accepted) a nice dinner or drinks or something in exchange for showing up to one more meeting, at which resignations could be accepted and new board members could be elected? They don't even have to pay attention, they just need to be there. Just make sure to provide notice of the intent to fill the vacancies at this meeting. I have no idea, but keep in mind that a quorum is needed to accept resignations. Your bylaws provide that a vacancy must be filled by the board at a meeting. So if your question is whether you can appoint a director prior to such a meeting, the answer is no. I would note that, with all the employee and union issues involved here, I expect your board is ultimately going to need an attorney more than a parliamentarian. I don't think that is quite the situation the organization finds itself in. The rule appears to refer to a situation in which there are not enough directors in office to constitute a quorum. So far as I can tell, there are still enough directors in office to constitute a quorum, but some of them don't feel like showing up to meetings. I think the board actually still has seven members, since it seems that the two recent resignations have not yet been accepted. Even if those persons are no longer members, the board still seems to have five members, but one of the five doesn't bother showing up to meetings. So I think the applicable rule here is "Vacancies on the Board, however caused, may, so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Society, if they shall see fit to do so; otherwise, such vacancy shall be filled at the next annual general meeting of the members." But they can't appoint such a committee without a quorum.

If the general membership of a society wishes to adopt rules governing the meetings of a subordinate board of directors, it is free to do so. Such rules take the same vote to adopt and amend them as they would normally. Adopting a special rule of order requires a 2/3 vote with notice or a vote of a majority of the entire membership, both for adopting a special rule of order and for amending a special rule of order which has previously been adopted. I would note that a rule which provides that members of the society are permitted to ask questions at board meetings, however, is not necessarily a rule of order. If the desire is to permit members of the assembly to speak (or ask questions) during debate on a pending motion, that would be a rule of order. If the desire is to instead set aside a particular time for questions, outside of debate on any particular motion, that would be a standing rule. A standing rule may be adopted and amended the same as any other main motion. That is, it can be adopted by a majority vote, and a previously adopted standing rule can be amended by a majority vote with notice, a 2/3 vote, or a vote of a majority of the entire membership. The fact that the rules are being adopted for a subordinate board does not increase or decrease the requirements for adopting the rules. I would also add that it if the society intends to adopt a rule such as the one you suggest, it would also be prudent to adopt rules providing that members of the society have a right to be notified of and to attend meetings of the board (possibly with certain exceptions) if such rules do not already exist. The ability to ask questions won't mean much if members aren't allowed to attend the board meetings or don't know even know when and where they are.

Please post your question as a new topic. When you do so, please provide what (if anything) your bylaws say regarding discipline of members.

I am unclear on how this conclusion was reached, given that we have currently been provided zero information regarding the rule.

Yes. Generally, it would likely be better for a member to instead move to amend the "A" proposal when it is pending. A member could, for example, move to amend by substituting the "B" proposal. In the event this is not done, it may or may not be in order to move the "B" proposal after the "A" proposal has been defeated. "During the session in which the assembly has decided a question, another main motion raising the same or substantially the same question cannot be introduced." RONR (12th ed.) 12:17 Since I do not know the specific details of the proposals, I cannot say for certain whether proposal B would or would not raise "the same or substantially the same question" as proposal A. I do not think that filling blanks is a proper tool here. "Filling blanks, although not a form of amendment in itself, is a closely related device by which an unlimited number of alternative choices for a particular specification in a main motion or primary amendment can be pending at the same time." RONR (12th ed.) 12:92 "Among cases adapted to such treatment are main motions or primary amendments containing names of persons or places, dates, numbers, or amounts." RONR (12th ed.) 12:93 I do not think that fully detailed, independent proposals are similar in kind to "alternative choices for a particular specification" such as "names of persons or places, dates, numbers, or amounts."

If minutes are taken, whether they are taken by the general membership, a board, or a committee, the minutes need to be signed by the secretary. The minutes may also be signed by the chair if desired, but there is no requirement for this. RONR has no direct answer to whether a "memorandum in the nature of minutes" needs to be signed by anyone, although I am generally inclined to think that if they are signed, the secretary should still be the person to sign them. The bottom line is that the person who takes the minutes (the secretary) should be the person to sign them.

No. This process is not proper. What should instead be done is that a member should propose one of the new formats (presumably, the format that member prefers). The motion is then subject to debate and amendment. Through the amendment process, it is possible that the motion will ultimately be amended into the other proposed format, or perhaps some compromise between the two, or something else entirely. After all debate and amendment is completed, a vote will then be taken on whether or not to adopt the motion as it now reads. If adopted, the new format will be adopted. If defeated, the existing format will be retained. As to the question regarding a motion to end discussion, generally discussion eventually ends naturally when people run out of things to say. If it is desired to end discussion earlier, a motion for the Previous Question may be adopted by a 2/3 vote, which will put an end to debate and amendment and put the motion (as it currently reads after any amendments) to vote.

How was this three minute time limit adopted? What was the exact wording of the motion or rule regarding this limit?

RONR has no rules concerning petitions. The rules pertaining to this matter are most likely found in your co-op's bylaws or in state law.

For starters, it should be noted that proxy votes are not permitted unless authorized in your bylaws. It should also be noted that electronic meetings are not permitted unless authorized in your bylaws. "A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney. Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it." RONR (12th ed.) 45:70 "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 in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present." RONR (12th ed.) 9:30 If proxies are not permitted, the member's name should not be recorded at all. Members who respond to the roll call are recorded. Those who do not respond are not recorded unless it is necessary to record their names to indicate the presence of a quorum. Members who are not even present during the roll call would certainly not be recorded. "In roll-call voting, a record of how each member voted, as well as the result of the vote, is entered in full in the journal or minutes. If those responding to the roll call do not total a sufficient number to constitute a quorum, the chair must direct the secretary to enter the names of enough members who are present but not voting to reflect the attendance of a quorum during the vote." RONR (12th) ed. 45:52 It also seems to me that even if proxies are permitted under your rules, the member's vote still should not be recorded. A proxy is a means by which a person temporarily authorizes another person to vote in their stead. That person must, however, still actually cast the vote at the time of the vote. We are told that "the secretary was told by the President AFTER the meeting that the absent Board member had given him her proxy and she would have voted YES." This is much too late for a vote to be cast. It is somewhat unclear to me whether the member was or was not present during the roll call. If the person was not present during the roll call, then the member's name certainly should not be recorded. Even if the member was present during the roll call, persons who do not reply during the roll call are recorded only if necessary to demonstrate the presence of a quorum.