Josh Martin

Those are the correct options. On what basis was this advice given? What is the exact wording in your bylaws for the requirement for adoption of bylaw amendments? The presiding officer's declaration that the motion was adopted stands. A Point of Order regarding this error would need to have been raised at the time. (This response assumes that the minutes are an accurate record of what happened at the meeting.)

Yes, I agree with this. My statement above assumed that chapters are not sending more representatives than they are entitled to.

The ordinary rule is that all members of an assembly can vote. So it seems to me that all of the representatives can vote unless the bylaws provide otherwise, notwithstanding the society's erroneous custom to the contrary.

No, nothing in RONR says that an organization can open nominations earlier than the time prescribed in the bylaws. If the bylaws provide that nominations are opened one week prior to the election, then that is what must be done, unless and until the bylaws are amended.

It may not be possible to elect officers without a meeting. Do your bylaws authorize voting by mail or by email? If not, then voting by mail or email is not permitted. If it is not possible for the society to elect officers, then we start to get into contingency plans. Please provide the exact wording of what your bylaws say regarding the term of office for officers, as well as what (if anything) they say regarding filling vacancies.

Based on these facts, it would appear that the assembly adopted a motion to approve a grant for $88,000. (Assuming, of course, that the chair stated and put the question in the same wording as it was made.) No. Yes.

The original motion is what comes before the assembly. If the committee wants to do something different, it would recommend amendments. If the assembly doesn't like the committee's amendments, it can vote against the amendments. As to what would come back from the committee, this would indeed be a report. Generally, this would include the committee's recommendation regarding the disposition of the original motion (which may include proposed amendments) and may also include the committee's rationale for its recommendation.

I grant that this situation is a slightly more complex scenario than a rule which, in general, gives particular members more votes. If the assembly were to word the rule as "In the event of a tie, the chair shall determine whether the motion is adopted or lost," that seems more able to pass muster than a rule which simply lets the chair vote twice in such circumstances, even although the effect may be the same. Yes, in the sense that the chair has (in certain circumstances) two votes rather than one, therefore giving the chair's vote more weight than that of other members.

No, I do not think either of these rules may be adopted by a special rule of order. The fact that something violates a fundamental principle of parliamentary law, in and of itself, does not necessarily mean that a special rule of order cannot be adopted on the matter. I am not aware of anything which would prevent, for instance, the adoption of a special rule of order which would supersede or modify the FPPL that only one question may be considered at a time (although doing so does not seem terribly wise). I do not think, however, that forms of weighted voting may be adopted by a special rule of order. It seems to me that such a rule may only be adopted by a provision in the bylaws, although it would be nice if RONR was more explicit on this subject. My view of it is that a rule of this nature should generally be viewed to conflict with the bylaws themselves in a society which has adopted RONR as its parliamentary authority, since it conflicts with "the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable." RONR (12th ed.) 45:70 As such the word "member" should be read to mean a person with one vote unless something else in the bylaws provides otherwise. RONR has no rules regarding whether the Treasurer does (or does not) need to be bonded, and there certainly is no fundamental principle of parliamentary law on this subject. A special rule of order cannot be adopted on this subject because the rule is not in the nature of a rule of order, as it does not "relate to the orderly transaction of business in meetings and to the duties of officers in that connection." RONR (12th ed.) 2:14 I am generally inclined to think that a rule on this subject may be adopted by a standing rule, although I concur with J.J. and Mr. Merritt that if it is desired to make it a qualification for office, that would need to be in the bylaws.

No, I don't think we can provide any advice on this matter. The question here involves interpreting your organization's governing documents (and possibly also applicable law), not RONR. All I will say on this matter is that 1) no rule in RONR requires anything to be notarized, and 2) so far as RONR and the parliamentary law is concerned, the membership is the ultimate judge of the meaning of the society's bylaws.

I disagree that "General management of the Club's affairs" is sufficient to authorize the board to make decisions regarding elections by the membership, let alone sufficient to authorize the board to declare an election by the membership null and void. In any event, however, it remains my opinion that the violations presented here are not sufficient to declare the election null and void. A special meeting may be called for this purpose if desired. I would be curious to hear more about this "gray area of interpretation" regarding whether Zoom meetings are permitted. I suspect that the goal is that, in the event that the election is declared null and void, that a new election can still be completed prior to the annual meeting.

Because if there are nine seats and there are nine or fewer candidates then there isn't really much question of who to elect. It must be understood that you can't just vote "no" in an election. If the bylaws require that nine directors be elected, then nine directors have to be elected. As a result, the only way to prevent the election of these persons would be to vote for someone else. So the most logical thing to do if the members don't like one or more of the candidates would be to nominate more candidates. Alternately, the assembly could adopt a motion ordering that a ballot vote be taken. Members could then "write in" candidates of their choice. Then obviously some form of election would be required. RONR strongly recommends a ballot vote for the election of officers.

Information about the transition to the new edition in the credentialing system is available here.

Does the membership ever have meetings? Perhaps a convention or something?

No, neither the President nor the society cannot get around its eligibility requirements simply by adding the word "acting" to the position's title. In the case of the Secretary, however, a "Secretary Pro Tempore" can and should be elected at each meeting. This person, however, will only have the duties and authority of the Secretary in connection with meetings (so mostly taking minutes) and will not have any administrative authority your bylaws grant to the Secretary. Then I suppose the positions will remain vacant until 1) someone changes their mind, 2) someone becomes eligible, or 3) the bylaws are amended.

A consent calendar is generally used in an assembly with a large volume of routine and noncontroversial business, especially in governmental bodies. Appropriate rules of order are adopted for the use of the consent calendar. Generally, such rules will provide for how items are placed on the consent calendar, provide a place on the agenda for the consent calendar, and provide that the items on the consent calendar are voted on in gross, but that a single member may demand that one or more items be removed from the consent calendar and considered in the usual fashion. It would be unusual for an organization to use a consent calendar for bylaw amendments, but an organization ultimately could adopt rules of order providing for this if it wished to do so. Consent calendars are discussed in more detail in RONR (12th ed.) 41:32. In the absence of a rule on this matter, a member could still introduce a motion proposing the adoption of multiple amendments to the bylaws, although a single member may demand that a particular amendment be considered separately. "Sometimes a series of independent resolutions relating to completely different subjects is offered by a single main motion in the same way. In the latter case—where the subjects are independent—any resolution in the series must be taken up and voted on separately at the demand of a single member. Such a demand can be made even when another has the floor, at any time until the vote has been taken on adopting the series. A member wishing to make this demand rises and says, for example, “Mr. President, I call for a separate vote on Resolution No. 2.”" RONR (12th ed.) 10:25 I would also caution against the use of the word "revision" in this context. The word "revision" in parliamentary law refers to a proposal to replace the bylaws in their entirety with a new version. When this method of amendment is used, how the situation would be handled is that amendments to the revision would be considered (generally by seriatim consideration) and, after any amendments have been adopted, a final vote is taken on the revision as a whole. Since you refer to "revisions" (plural), I expect that these are, in fact, isolated amendments rather than a "revision" in the parliamentary sense.

These seem like things that are easy enough to verify. Makes sense to me. So if a person is nominated from the floor, confirm whether that person is eligible and move on with the election.

In my view, the errors presented here are not sufficient to declare the election null and void, and in any event, only the membership could make that determination, not the board. I don't believe the board can or should take any action in regard to these issues. In addition to the fact that the board may lack the authority to make such decisions, I expect that most actions which could be taken to try to "fix" the problems will only make them worse. So in other words, I agree that you should go with option #2 as your membership has overwhelmingly suggested (which is essentially the "do nothing" option).

For reference, Mr. Apodaca's previous question on this subject can be found here. I don't think it makes any sense whatsoever that the person would be elected "pending candidacy requirements and documents." Whether or not this person is eligible should be confirmed prior to the election. I am also still not certain that submitting the documents should be considered an eligibility requirement, especially for candidates from the floor. As to the other question regarding what time the nominations can be accepted, generally nominations are taken immediately prior to the election. I don't think the bylaws clearly provide otherwise, although if you squint I guess I can see your argument in regard to timing. In any event, it will ultimately be up to the organization to interpret its own bylaws. In the long run, your society should amend its bylaws so that they are clear.

No individual member has a right to see the notes and documents of the nominating committee, but the assembly itself may order that this information be released if it wishes to do so. The nominating committee also could voluntarily disclose some of this information if desired. The President has no say in whether or not these documents are disclosed. With regard to ballots, generally the same principle as above applies. No individual member has a right to view the ballots, although the assembly itself could order this. I would also note that if ballot voting is done properly, examining the ballots should not reveal how any member has voted. So if this is a concern, it seems the ballot voting was not done properly. I would also note that I am not entirely certain why there is so much concern about members seeing these workpapers if all the committee does is "use eligibility criteria that was stated in the bylaws and used that criteria to vet candidates as eligible or ineligible," and frankly I am not even certain why an entire committee is needed for this task. Are the eligibility criteria complicated or ambiguous? It does not seem to me that the rule in question grants members a right to view the work papers of a committee. Members have a right to view the committee's reports, but it would seem to me that the other papers of the committee may be viewed only by members of the committee, unless otherwise ordered by the assembly. "The same principles apply to records kept by boards and committees, these being accessible to members of the boards or committees (see also 49:17–19)." RONR (12th ed.) 47:36

What RONR would suggest as the solution is that the 2021 meeting still technically be held, with one person showing up in the parking lot or something and adopting a motion to adjourn to the September 2022 meeting, therefore making it a continuation of the 2021 meeting. This is one of the few procedural motions which may be adopted in the absence of a quorum, and a meeting without a quorum still satisfies the requirement in the bylaws to hold the meeting. So that will have you covered for 2021 and 2022, and then the bylaws may be amended to fix the schedule for future years.

I'm not aware of a list of these. I did my best to do a search. I cannot guarantee that this is an exhaustive list. I would also note that some of the rules below are not in the nature of rules of order, so in that case the relevant rule prohibits the adoption of a standing rule on the matter. Members can only be suspended of their rights through the disciplinary procedures in RONR or by a provision in the bylaws. So a rule automatically dropping members who are delinquent in their dues, for instance, could not be adopted as a special rule of order. RONR (12th ed.) 1:13n3 Electronic meetings of the society, boards, and committees specified in the bylaws may only be authorized by a rule in the bylaws. RONR (12th ed.) 9:30 A rule permitting election of officers by plurality must be in the bylaws. RONR (12th ed.) 44:11 Absentee voting of any kind (including proxy voting) can only be authorized in the bylaws. RONR (12th ed.) 45:56 A rule providing for a form of preferential voting for election of officers must be in the bylaws. RONR (12th ed.) 45:62 Although it's already covered in the section on absentee voting, the text again notes that a rule in the bylaws is needed to authorize proxy voting. RONR (12th ed.) 45:70 Any limitation or standing delegation of the power of the society's assembly must be in the bylaws. RONR (12th ed.) 56:2 Assessments must be in the bylaws. RONR (12th ed.) 56:19 Attendance requirements must be in the bylaws. RONR (12th ed.) 56:20 Fines cannot be imposed unless authorized in the bylaws. RONR (12th ed.) 61:2 Since you mentioned proxy voting specifically, here is the relevant quote on that rule: "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 Other than proxy voting, are there particular rules you had in mind?

Thank you. Based on these facts, the current terms of office will expire at the usual time. The term expiration means that the Vice President will automatically become President, just as would be the case when your President's term ends in normal circumstances. Since this happens automatically, it happens whether or not the election occurs. Yes. Apparently so. Apparently so. Your bylaws provide that the appointment lasts "for the remainder of the original term," so that is what happens. I agree that the rule in your bylaws, in conjunction with the rather unusual set of facts presented here, creates an unfortunate situation, but that nonetheless appears to be what the bylaws require. I can think of two options to make this occur: 1) Amend the bylaws. 2) If the President and Vice President are willing to cooperate, then adopt a motion at the 2021 annual meeting expressing the assembly's opinion regarding who should be President and Vice President. The President then resigns, the Vice President becomes President, appoints the assembly's choice as President as Vice President, resigns, the assembly's choice as President becomes President, and that President then appoints the assembly's choice as Vice President as Vice President. (This scenario assumes the society does not choose either of the incumbent officers. If the society does choose one or both of the incumbent officers, it may be possible to skip some or all of those steps.)

While there may be reasonable disagreement regarding whether the particular rule in Mr. Honemann's example is a rule of order, I am baffled by this suggestion "that the rules that fall within the scope of 25:13 are not rules of parliamentary procedure at all." "Rules that have their application outside of the session which is in progress cannot be suspended. For example, a policy prohibiting total contributions to any one charitable organization in excess of $500.00 in any one calendar year is a rule which has its application outside of a meeting context, and thus cannot be suspended so as to permit the adoption of a motion to make a contribution in excess of the specified amount. (Such a rule can, however, be rescinded or amended; see 35.) Likewise, the rules cannot be suspended in order to permit postponement of a motion to a future session that will be held after the next regular business session or that will be held after more than a quarterly time interval has elapsed." RONR (12th ed.) 25:13 I certainly agree that the example that relates to "a policy prohibiting total contributions to any one charitable organization in excess of $500.00 in any one calendar year" is not a rule of parliamentary procedure, but the rules which prevent "postponement of a motion to a future session that will be held after the next regular business session or that will be held after more than a quarterly time interval has elapsed" are certainly rules of parliamentary procedure. The fact that a rule has effect partially or wholly outside of the current session does not, in and of itself, determine whether or not the rule is a rule of order. So I do continue to assert "Yes, I think so" and "No, not necessarily so."

It seems like it is the latter, unfortunately, based on the OP's other post here.