Josh Martin

It could potentially affect the validity of those votes where it can be demonstrated that the one ineligible board member's vote could have made a difference. The validity of other votes would not be affected. The membership.

It should first be noted that this situation should never arise. No final vote is taken on the approval of the minutes, since not approving any minutes is simply not an option. So keep that in mind for the future. What happens is that, at this time, there is no official record of what occurred at the meeting in question, which is an error which should be corrected as soon as possible. The minutes should be submitted for approval again at the next regular meeting (possibly with some corrections). If errors remain in the minutes, those errors may be corrected. Any member may offer a correction and, if there is disagreement, a majority vote settles the issue. If the errors in the minutes are so extensive that the assembly cannot fully correct them on the spot, then appropriate solutions would be to postpone the approval of the minutes or refer them to a committee for further study. Additionally, if a situation arises in which the minutes are "completely wrong," then certainly something is going terribly wrong with the manner in which the minutes are being taken. As Mr. Brown notes, putting too much information in the minutes is certainly a likely culprit. Another common problem which causes situations like this is that the chair is failing to require that motions be clearly stated and, if necessary, submitted in writing, so that the secretary can record the exact wording in the minutes. Yes.

The President can and should continue to preside during an election for officers even if he is a nominee, unless he wishes to speak in debate. "Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly’s consideration of that motion, just as he would in a case where he wishes to take part in debate (see also 43:29–30). The chair, however, should not hesitate to put the question on a motion to elect officers or appoint delegates or a committee even if he is included." RONR (12th ed.) 47:10

If I understand the facts, no election ever occurred last year. The only way to remedy this situation is to have the election as your bylaws require, although it will be very late. So you will actually be electing all seven board members this year. For the three board members which should have been elected last year, the election will be for the remaining time on their term, and for the other positions the election will be for a full term. The other question is whether the persons currently serving in the positions, who were not properly elected to these positions, can continue to serve in those positions until the election is completed. It seems to me this depends on what the bylaws say regarding the term of office and what they say regarding filling vacancies.

RONR provides, however, that one of the distinguishing characteristics of a deliberative assembly is that "In any decision made, the opinion of each member present has equal weight as expressed by vote." RONR further provides that "The rules in this book are principally applicable to meeting bodies possessing all of the foregoing characteristics. Certain of these parliamentary rules or customs may sometimes also find application in other gatherings which, although resembling the deliberative assembly in varying degrees, do not have all of its attributes as listed above." RONR (12th ed.) 1:1-2 So it seems to me that RONR itself tells us that if an organization deviates in some respects from the distinguishing characteristics of a deliberative assembly as discussed in RONR (12th ed.) 1:1, the remaining rules in the book cannot necessarily be taken at face value. While it is correct that RONR provides that a motion is seconded by a different member, the rules on this subject are written based upon the assumption that each member is one person with one vote. It is not necessarily clear that these rules are also applicable in situations where a person has multiple votes. In addition to this, even if one insists that the motion must be seconded by a different member, I think there may very well be the possibility that the person is, in fact, two or more members. In RONR "membership is individual, personal, and nontransferable." RONR (12th ed.) 45:70. I am not certain, however, that this is the case in this organization. At the very least, membership is transferable, as membership could be transferred by selling the property (additionally, proxy votes are often permitted in such organizations). It may well also be that membership is not individual, as it is often the case in associations of this type that a membership can be shared by multiple persons. Finally, it is not clear that membership is personal. It may be that is actually the lot which is a member, rather than the owner of the lots. I think it is also important, in interpreting the rules relating to a second and how they may apply in different circumstances, to keep in mind what RONR says regarding the requirement of a second and its purpose. "The requirement of a second is for the chair’s guidance whether to state the question on the motion, thus placing it before the assembly. Its purpose is to prevent time from being consumed by the assembly’s having to dispose of a motion that only one person wants to see introduced." RONR (12th ed.) 4:12 It seems to me that implicit in this discussion is an assumption that "the opinion of each member present has equal weight as expressed by vote." In such a case, if only one member wants to see a motion considered, this is indeed likely a waste of the assembly's time as the motion has no chance of adoption. In an assembly where members' opinions do not have equal weight as expressed by vote, however, it is not necessarily the case that a motion which only one member wishes to see considered has no chance of adoption. For a particularly extreme example, it is even conceivable that a single person could hold a majority (or more) of the votes. In such a case, it seems clearly ludicrous to suggest that some other person must second the motion in order "to prevent time from being consumed by the assembly’s having to dispose of a motion that only one person wants to see introduced."

What should have been done in regard to the April meeting was to have a single member attend the annual meeting in April 2020, in order to adjourn it or adjourn it to a future date and time (likely to meet at the call of the chair, given the uncertainty in the present situation). Other than that, if the bylaws authorize the board to fill vacancies, the board can indeed use that provision to fill vacancies caused by the inability to hold an election. Vacancies may indeed be filled prospectively. This seems to be the best solution available in the circumstances, at least as a matter of parliamentary law. See Official Interpretation 2020-2. If there is concern about how to resolve the conflict between the fact that the law both requires you to hold an annual meeting and also effectively prohibits you from having an annual meeting, that is a legal question. It may be that there is something in the executive orders on this matter which would resolve the issue, such as temporarily lifting the requirement to hold an annual meeting, authorizing the membership to meet electronically notwithstanding the lack of authorization in the bylaws, or some other solution. It may also be helpful to see whether the laws and orders in question at least provide a solution for the board. We are told that the board "has continued to meet as a board electronically," but the board can't meet electronically either unless authorized by the bylaws or applicable law. So far as RONR is concerned, if the bylaws do not authorize electronic meetings, then electronic meetings cannot be held, period. "Force majeure" is a legal concept, not a parliamentary one. Whether this concept or some other provision in law would permit the board to convene electronic meeting of the membership is a queston for an attorney.

Based upon the facts presented, and assuming there is nothing else in the bylaws which is relevant on these subjects, I am inclined to agree that 1) amendments to the bylaws adopted by the board are not effective until confirmed by the membership at a meeting duly called for that purpose and 2) under the bylaws as they are currently written, the board members' terms would end on November 1st, even if their successors had not been elected. I don't know whether the statement that "any motion made and carried by the Board does not go into effect until the General Membership approves it" is correct with regard to motions other than amendments to the bylaws. If it is in fact correct that members of the board do not continue serving until their successors are elected, and it is not possible at this time to hold a meeting of the membership in order to hold an election, another potential option would be vacancy-filling procedures. What do your bylaws say on that subject?

I would first note that RONR has no rules regarding shift meetings. Such an arrangement would need to be defined in your bylaws and supported by appropriate special rules of order. So to the extent that your question relates to the shift meeting aspect, I don't think we can be of much assistance. Setting that issue aside, it appears that what occurred is that the President eventually ruled the motion out of order (not "withdrew" it, which refers to something else) because it was in some way improper. We are not told what the motion was or on what grounds the motion was ruled out of order, so I have no idea based on these facts what violation (if any) occurred. The President has the authority and duty to rule on questions of order, including ruling motions out of order if they violate some parliamentary rule. While it certainly would be preferable for the chair to rule an improper motion out of order when it is first made, nothing prevents the chair from doing so at a later time. It is not possible to know whether the President's ruling was correct without additional facts. If the President's ruling was correct, it's not possible to know what the remedy is without additional facts. If the President's ruling was incorrect, the remedy would simply be to make the motion again at a future meeting, and this time be prepared to appeal from the chair's ruling if necessary.

No, I don't see any parliamentary way to make the member repay the funds. If what is being alleged here is that there was some impropriety on the member's behalf (such as the member concealing information), then disciplinary action against the member may be appropriate, however, such disciplinary action could not involve requiring the member to repay the funds, since there is no provision in the bylaws for fines. Other penalties, up to and including expulsion from the society, could be applied. If the society has its own procedures for discipline, follow those rules, otherwise see Section 63 of RONR.

Under the disciplinary procedures in RONR, only the society itself can bring charges against a member. Individual members do not have the ability to bring charges. Additionally, the trial may be (but is not necessarily) held before a trial committee. The society also has the option of holding the trial before the full society. In the event that the society chooses to appoint a trial committee, the society is free to appoint whatever persons it wishes. If your society has its own rules pertaining to discipline, those rules should be consulted. Generally, it would seem to me that the appointing power is free to appoint whatever persons they wish unless the rules provide otherwise.

Assuming there are no rules on this matter that would need to be amended, I suppose the desired motion would be something along the lines of "That the fundraising committee be authorized to implement fundraising events if there is no cost to the membership."

Based upon these facts, it seems to me that the formal disciplinary procedures in Section 63 of RONR would be required to remove an officer, which (among other things) does include a trial. These procedures would still be conducted by the local organization unless the bylaws provide otherwise.

What exactly is the reason that this practice is currently in effect? Is there a rule in place which requires it, or is it simply a custom? Additionally, what is the desired practice going forward? Would these activities instead be approved by some other body or person (the board, the President, etc.) or would they not require approval of any kind? If there is a rule in place which requires this, the rule will need to be amended. Otherwise, an ordinary motion would suffice, although I think the motion would be more clear if it stated what the desired new practice is rather than simply saying that it will eliminate the current practice.

Rules for eligibility for office may only be in the bylaws. None of the rules presented here seem to be in the nature of rules of order, although there may well be other rules in the Delegate Manual in the nature of rules of order. If it is not expected that anyone will be nominated from the floor, then it seems to me the goal should simply be to clarify the bylaws in the future so they say what the organization wants them to say.

Just to be clear I understand the facts, my understanding is that the bylaws contain rules for removing persons from membership but do not contain rules for removing persons from office, and it is desired to remove this person from both. If this understanding is incorrect, please clarify. If this is correct, then the procedure in the bylaws must be followed to remove the person from membership must be followed. What process is used to remove the person from office depends upon the exact wording of the bylaws regarding the term of office, and we are given an incomplete quote in this regard which is missing some key words. If the bylaws have their own rules on this subject, those rules must be followed. The person would retain their position unless and until they are removed unless the bylaws provide otherwise. I would first note that we need an exact quote in full of what the bylaws say on this subject. The words provided here, in and of themselves, are not sufficient to determine whether or not a trial is required. The former. A national organization has no authority to remove the officers of a subsidiary organization unless the bylaws so provide. We will need an exact quote in full of what the bylaws say regarding the term of office in order to answer this question.

I think there is no doubt that, based on what is provided here, a person must be an active member of the national association and a state association and must have been a member of the national association for at least two years. This would apply regardless of how (or if) the person is nominated. I think it is less clear whether the other requirements, which relate to various documents which must be submitted, are intended to apply to all persons or are only intended to apply to persons who apply in advance. I can see reasonable arguments for both sides, and it will ultimately be up to the organization to interpret these rules. In the long run, it would seem prudent to amend the bylaws to clarify this matter. I also concur with Mr. Brown that it would be important to know whether the rules on this matter are found in the bylaws or in a lower-level document.

It is of course correct that if a person is not eligible for office, then that person is not eligible for office, regardless of the manner in which the person is nominated. What eligibility requirements, specifically, is it alleged that some or all of the anticipated nominees do not meet?

Based on these facts, the President is an ex-officio member of all committees, and the committee chairperson and all members are appointed by the Board President. That could include the Board President appointing himself as chairman of a committee. So I don't see how "disbanding and re-creating the committee" (even assuming the board has that authority) would help anything, since the President would still be an ex-officio member of the committee and would still appoint the chairperson (which could be himself) and the other members of the committee. If it is desired to not have the President be a member of (or appoint the members of) committees generally, or of particular committees, the organization is free to amend its bylaws. It is actually not that unusual for rules like this one to provide exceptions for certain committees. RONR suggests, for instance, that it may be prudent for such rules to exclude the nominating committee, and possibly also disciplinary committees. The organization is free to also exclude other committees if it wishes to do so.

I think I will need more context to provide a meaningful answer. Not exactly. RONR notes that it is preferable to avoid a motion containing a negative statement for the sake of clarity, but it does not go so far as to say that motions have to be in the affirmative. In the case of a motion "not to do something" in particular, RONR notes that this should not be done if the same result can be accomplished by offering no motion at all. "A motion whose only effect is to propose that the assembly refrain from doing something should not be offered if the same result can be accomplished by offering no motion at all. It is incorrect, for example, to move “that no response be made” to a request for a contribution to a fund, or “that our delegates be given no instructions,” unless some purpose would be served by adoption of such a motion. This could be the case, for example, if the membership of an organization wishes to make certain that a subordinate body, such as its executive board, will not take such action at a later date, or if the motion expresses an opinion or reason as to why no action should be taken. It is preferable to avoid a motion containing a negative statement even in cases where the effect of the motion is to propose that something be done, since members may become confused as to the effect of voting for or against such a motion. Rather than moving, for example, that the association go on record as “not in favor of the proposed public bond issue,” it should be moved that the association “oppose” or “declare its opposition to” the bond issue." RONR (12th ed.) 10:11-12

I concur completely with Ms. Percell that this statement is entirely false and does not appear in Robert's Rules of Order. The chair may not simply "refuse" a motion. The chair may rule a motion out of order due to the motion violating some parliamentary rule, but the chair must provide the reasoning for this ruling. In addition to the statement being incorrect in regards to the chair "refusing" a motion, I also am not entirely certain what the statement means by a "regular motion." This is not generally a term that RONR uses. (The only exception is in connection with the motion to Reconsider and Enter on the Minutes, in which the term is used to distinguish this motion from the "regular motion" to Reconsider.) So I don't quite know what a "regular motion" is or what motions are or are not supposed to be "regular motions," although the statement is incorrect in any event. It may be that this statement refers to the special rules of order of a particular organization, or it may be that the people who wrote this statement simply have no idea what they are talking about.

I do not think this is a reasonable interpretation unless there is some other rule in the bylaws that I am not aware of. The last time I checked, one is not "more than one."

It is ultimately up to the organization to interpret its own bylaws, but that interpretation appears to be correct to me based on the plain language of the rule. What is the alternate interpretation which is being suggested?

Yes, the person elected to fill the vacancy finishes the term. I don't think there is actually anything in RONR explicitly stating this, likely because it was believed to be apparent on the face of it that if someone is elected to fill a vacancy, then the person fills the vacancy - no more and no less. I'm not quite sure what you are suggesting there is for the entity to decide. What other interpretation is being suggested of what happens if someone is elected to fill a vacancy?

Okay. But the provision in RONR which provides that "In the case of a committee, however, if it is impractical to bring its members together for a meeting, the report of the committee can contain what has been agreed to by every one of its members." applies even if the bylaws are silent on the subject of electronic meetings. I am not certain that these rules in fact require a ballot vote or if they simply mean that the committee is required to produce ballots to prepare for the possibility of a ballot vote, and likewise that the committee is required to count ballots in the event that a ballot vote in fact occurs.

If the bylaws are silent, the quorum for a board is a majority of the board's members. In the event that the two resignations have been accepted, and the board therefore presently has 13 members, the board's quorum is presently seven. "In all other committees and in boards, the quorum is a majority of the members of the board or committee unless a different quorum is provided for: (a) by the bylaws, in the case of a board or standing committee that the bylaws specifically establish; or (b) by a rule of the parent body or organization or by the motion establishing the particular committee, in the case of a committee that is not expressly established by the bylaws." RONR (12th ed.) 40:5