Josh Martin

Yes, we understand why all in-person meetings were canceled, but as Mr. Brown noted, committees have somewhat more flexibility in this regard. Since the committee in question appears to be expressly established by the bylaws, the committee cannot generally hold electronic meetings unless authorized by the bylaws to do so. In the event that every one of the committee's members can agree on its contents, however, the committee can adopt a report. The agreement of the committee's members in this regard could be obtained by an electronic meeting or outside of a meeting altogether, such as by email. So the election committee could potentially still complete its work, except in those respects where the members cannot reach agreement. "Except as noted in this paragraph, a report of a board or committee can contain only what has been agreed to by a majority vote at a regular or properly called meeting of which every member has been notified (or at an adjournment of one of these meetings, 9:17–19)—where a quorum of the board or committee was present. A presentation of facts or recommendations made merely upon separate consultation with every member of a board must be described thus to the parent assembly, and not as an official report of the board (see also 49:16). 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." RONR (12th ed.) 51:2 "As in the case of a board or any assembly, committees that are expressly established by the bylaws can hold a valid electronic meeting only if authorized in the bylaws to do so." RONR (12th ed.) 9:35 I hesitate to answer this question without knowing exactly what the bylaws say in this regard.

Do your bylaws require a ballot vote? If not, this is permissible. Either is permissible. It is at the assembly's discretion. I would note that this step is not strictly necessary, although I do not see any harm in it, so long as additional nominations from the floor are accepted. I would note that if there are six or fewer nominees (and the bylaws do not require a ballot vote), election by acclamation would be acceptable here as well. Assuming there are at least seven nominees (or if the bylaws require a ballot vote), this is the correct procedure. Yes, this seems like a reasonable method of holding this year's elections. I would be sure to check that the bylaws do not require a ballot vote, but otherwise I do not think you are missing anything.

My day job is not related to parliamentary procedure, but I am also a Professional Registered Parliamentarian with the National Association of Parliamentarians and I serve as a parliamentarian for clients. That is more likely to be relevant. Additionally, the part in quotation marks in my response is a direct quote from the 12th edition of Robert's Rules of Order Newly Revised. The one caveat I will add is that my answer is based solely upon Robert's Rules of Order, and it may be that the solicitor's response was based upon something in the Council's own rules or applicable law.

No. No interruptions of any kind are in order during a vote. The one exception is that the assembly may conduct other business during a ballot vote, which is not applicable here. "When a vote is being taken, no interruption is permitted from the time that any member has actually voted until all have presumably voted, unless as sometimes occurs in ballot voting, other business is being transacted during voting." RONR (12th ed.) 45:6

Then the person in question remains a director until the resignation is accepted. Alternately, the director could withdraw the resignation. Yes, the member retains all rights as a member of the board. This does not change the fact that this person is still a member of the board, it just means that this error should be corrected. Additionally, to the extent that notice of any of the meetings in question is required, that may pose some problems for the validity of those meetings. The most prudent course of action would seem to be to accept the resignation as soon as possible (unless the director wishes to withdraw the resignation). And then fill the vacancy in a timely manner. That is an interesting provision. RONR provides that a director relinquishes the position at the time that the resignation is accepted. This provision may mean, however, that the director continues to serve until the successor is appointed, even if the resignation is accepted. It is ultimately up to the organization to interpret its own bylaws. If this is in fact what this provision means, that would seem to suggest that it is even more pressing to find a replacement, assuming the director has not changed their mind about resigning. Again, it is ultimately up to the organization to interpret its own bylaws. I think it is a reasonable interpretation, however, that the rule means that the member in question cannot nominate their self, but another member could nominate them. I haven't the slightest idea. I suppose it depends on at what point a person is considered to be a "resigned member" in the meaning of this rule. But there was a resignation. The resignation has just not taken effect yet (and apparently might not take effect even if accepted). I agree, however, that whether that means this person is a "resigned member" in the meaning of this rule is a matter of interpretation. Please post your question as a new topic, even although an existing topic is similar.

In the particular instance described here, there would be no reason for the chairman to do so. As has been previously explained several times, the chairman has the authority to order a counted vote on his own initiative. If the chairman believes the vote should be counted, the chairman can and should simply order that a counted vote be taken. As a general matter, assuming the assembly is not using the rules for committees or small boards (in which event seconds are not required anyway), if the chairman wishes to second a motion because the chairman wishes to exercise his rights as an individual member for the motion to be considered, the chairman should indeed relinquish the chair in order to do so. On the other hand, the chairman also has latitude in stating the question on a motion without a second, although this should be done due to the chairman's judgment that the motion already clearly appears to have support to be considered, or due the chair attempting to facilitate routine business, rather than the chairman's personal desires as to whether the motion should be considered. See RONR (12th ed.) 4:12-13.

If the bylaws say nothing about a motion of "no confidence," such a motion may be adopted the same manner as any other main motion - by majority vote, and it is debatable and amendable, however, the effect of such a motion is simply to express the assembly's opinion that it has no confidence in the person in question. It does not remove anyone from office. This motion has this effect in certain Parliaments, but this is because of those organizations' unique rules on the subject, not due to any rule in RONR. See FAQ #7. If you are asking how to remove a board member, then that depends upon two key factors: 1) Do the bylaws say anything regarding removing board members? 2) If not, what do the bylaws say regarding the term of office for board members? See also FAQ #20.

I would keep in mind that RONR is written for all sorts of assemblies, up to and including large conventions with hundreds or even thousands of members. So it is indeed the case that a counted vote can be extremely time-consuming, depending on the size of the assembly. This is why a counted vote cannot be demanded by a single member. It should also be noted that the chair has the right (and duty) to ensure the accuracy of a vote on his own initiative and authority, up to and including ordering a counted vote. One hopes that the assembly has elected a chairman who takes this duty seriously. As a result, there rarely should be any need for a Division of the Assembly or a motion for a counted vote, as the chair will order these things on his own as needed. Alternately, the assembly itself may order a counted vote. A motion for a counted vote requires a second and a majority vote for adoption. These procedures are discussed in more detail in RONR (12th ed.) 4:38-42, 27:1-15, 30:6. I concur with my colleagues that the requirement of a second for a counted vote does not seem especially onerous. If the result of a vote is close enough that it is truly in doubt, I presume that getting two people to request a count will be simple enough. I generally would assume that even getting a majority to vote in favor of a count would be simple enough if the result is truly in doubt, since the assembly will want to ensure there is an accurate count. (Also, as noted previously, the chair should generally order these things in the first place if the result is truly in doubt.) If an assembly wishes, it may adopt its own special rules of order on this matter.

You seem to have reposted exactly what you posted last time. Was this some sort of error? My answer to this post was provided above, but it is provided here again if needed: It is ultimately up to the organization to interpret its own bylaws. Generally, however, I am inclined to think that if the rules you have cited apply to board members and they do not clearly provide for suspension of the member's rights, then the member's rights are not suspended, and anything put in the charges to this effect would be meaningless. If the rules you have cited do not apply to board members, the member can't bring charges at all - only the society itself can do so.

It is ultimately up to the organization to interpret its own bylaws. Generally, however, I am inclined to think that if the rules you have cited apply to board members and they do not clearly provide for suspension of the member's rights, then the member's rights are not suspended, and anything put in the charges to this effect would be meaningless. If the rules you have cited do not apply to board members, the member can't bring charges at all - only the society itself can do so.

I would first note that there may be a question of interpretation regarding whether the rule in question does or does not apply to discipline of board members. In the event that it does, the board member's rights would be suspended only if the rule so provides. If the provision in the bylaws is not applicable to discipline of board members, then because the bylaws provide a fixed term for office, the formal disciplinary procedures in RONR would be controlling. These are lengthy disciplinary procedures and should be reviewed in their entirety before proceeding. See RONR (12th ed.) 63:1-40. In the formal disciplinary procedures in RONR, charges may only be preferred by the society itself, not by an individual member. The first step is actually the appointment of an investigative committee, and it is only after that committee reports that the society would determine whether to prefer charges and schedule a trial. In the resolution preferring charges, the society may (but is not required to) suspend the member or officer of some or all of their rights and duties, except those rights in connection with the trial. The board member's rights and duties would be suspended only to the extent specified in the resolution. "A resolution preferring charges may (although it need not) be accompanied by one suspending all or some specified portion of the accused’s authority, rights, and duties as an officer or rights as a member (except those rights that relate to the trial) pending disposition of the case, effective from the time official notification of the resolution is delivered to the accused’s address." RONR (12th ed.) 63:26

It is ultimately up to your organization to interpret its own bylaws, but based upon the facts provided, my view would be that a referendum is required. The rules on this matter appear to provide that an amendment may be proposed either by an initiative or by the Student Senate, however, it appears that they must be adopted through a referendum regardless of the manner in which they are proposed. The only caveat I would add is that while you refer to an amendment being made to "the bylaws," the articles you have quoted refer to "this constitution." I am somewhat uncertain as to whether you are using these terms interchangeably or if your organization has a separate constitution and bylaws. If the latter is correct, then we may need additional clarification regarding which document the Senate is proposing to amend and what that document says regarding its amendment.

What RONR says regarding motions "in the negative" is as follows: "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." RONR (12th ed.) 10:11 So RONR notes that, in some cases, adopting a motion to refrain from doing something does make sense in some situations, and explicitly lists ordering a subordinate body (such as a board) not to take action on the subject as an example. There is no rule generally which would prevent an assembly from ordering a subordinate board to cease "further discussion on such a broad topic." The member is clearly incorrect. We are told the motion was brought by a committee (not the board) and that the motion only prevented the board from discussing these matters. It is not out of order due to any rule in RONR. It may be out of order due to some provision in the bylaws or applicable law which grant the board exclusive authority in this matter, but that is beyond the scope of RONR and this forum. In regards to a subordinate body, yes, a motion of this nature is in order. An organization may issue instructions to a subordinate body. It would be possible for a body to do this in regards to itself as well, but it would take a special rule of order to do so, and the rule could be suspended. I am not entirely certain. The intent of the motion may have been to prevent the board from taking any action in this regard while still permitting the membership to act on it. If so, I do not know that the membership subsequently adopting a bylaw on this subject changes anything. If the membership desires that this limitation no longer be applied to the board, the best course of action would be to rescind the motion. I hope the actual rule is worded more clearly than this paraphrase. If I was the chair, I would not welcome having to make judgment calls on what is or is not a "substantive motion." There is no doubt that the bylaw amendment supersedes the motion, to the extent that they are in conflict. I don't know, however, that there is a conflict. Although it is not relevant here since the motion was adopted as an instruction to the board, it seems to me that if the motion in question had been applied to the membership itself, it would have been a special rule of order. Because the motion affects which motions may be made, debated, etc., it seems to relate to the conduct of business in meetings. The membership still could have, of course, suspended the rule in a particular instance. Assuming this is an accurate description of what the amendment does, I agree.

I see no reason why not. The agenda may be amended while it is pending for approval, by majority vote or unanimous consent. I think this is probably the best solution for what you want to do. No, a member cannot yield their time to another member. No. The motion to postpone indefinitely cannot be applied to a presentation for information only. The purpose of the motion to postpone indefinitely is to kill a motion while avoiding a direct vote on it. It has no meaningful application for something which isn't voted on anyway. I think amending the agenda is the most logical solution.

The question specifically asked "When the President of a non profit is attending a committee meeting does he preside over the meeting and become the committee chairman and take charge or does the elected chairman of the committee have control of the meeting." As a result, I think an answer that "Usually the President/Chairperson will chair the meeting," although technically correct as a general answer, is a bit confusing as an answer to this particular question, since the question specifically was whether it is the President or the chairperson who should preside in the circumstances described. It is correct that the President is generally the chair of meetings of the society and of the society's board. A committee, however, is chaired by the committee's chairman, even if the President of the organization also happens to be present. In my experience, it is actually quite unusual for an organization's constitution to describe such details, especially for committees. As Dr. Kapur has noted, RONR already has rules on this matter. The question also did not involve a situation in which the regular chairman was absent, so I don't know that this is relevant.

A board member cannot be excluded from a board meeting unless the bylaws or applicable law so provide. It may well be that the boards you are familiar with have a "conflict of interest" policy in their bylaws or applicable law which requires that "a director who has declared a conflict of interest shall leave the meeting, or shall leave on request of the board." In the absence of such a policy in the bylaws or applicable law, however, the board absolutely cannot force a member of the board to leave a board meeting. The board could ask a member to leave, but would be unable to force the issue. It is not correct that "Lacking a policy, the board can set a precedent" which requires that "a director who has declared a conflict of interest shall leave the meeting, or shall leave on request of the board." Only a rule at least on the level of the bylaws is sufficient to deprive a member of the rights of membership. I am not entirely certain whether you actually mean a custom (which is the way that something is traditionally done in an assembly despite the lack of a written rule on the matter) or if you do in fact mean a precedent (which is created by the ruling of the chair on a question of order and any subsequent appeal), but neither of these is sufficient to create a rule of this nature.

Presumably someone has information regarding when the nominations were postmarked. I haven't seen the specific wording of the rule in the bylaws which prohibits write-in votes. It may be, however, that this rule would mean that those persons who were improperly nominated (that is, those persons whose nominations were postmarked during the period of August 16 - August 22nd) are not eligible for election. If this is correct, if any such persons were elected, the elections of those persons would be invalid. I suppose what happens next depends on whether the organization's rules provide that a plurality vote is sufficient for election. So far as RONR is concerned, a majority vote is required for election. If an ineligible person received a majority, then certainly no eligible person received a majority, and the election would need to be redone. If a plurality is sufficient (which organizations with mail-in voting frequently provide for), however, then the eligible person who received the most votes could be elected. As I have noted, it depends on the particular factors. There are three separate issues here. The first issue is the improper extension of the deadline for nominations. We are told that the bylaws provide no mechanism to extend these deadlines, that it is unknown whether nominations were postmarked after the proper deadline, and that the bylaws prohibit write-in votes (although it is not clear exactly what the bylaws say on this matter). It is difficult to say for certain without knowing that the bylaws say on this matter, but it may be that the persons who were improperly nominated are not eligible for office. This may (or may not) mean that a second round of balloting needs to be held for positions where an ineligible candidate won the office. The second issue is the improper (?) extension of the deadline for ballots. My questions regarding that issue have not been answered. I will assume for the sake of argument that the bylaws do not provide any mechanism to extend this deadline. I will assume that, similarly to the nominations, it is unknown whether ballots were postmarked after the proper deadline. If ballots were in fact postmarked after the proper deadline, those ballots are not validly cast and, as a result, they should be excluded from the result if it is possible to do so, and the results would be adjusted accordingly. If it is not possible to exclude them from the result, but the number of ballots which were submitted after the deadline are sufficient to have affected the results of one or more elections, then those elections must be redone. The final issue is the fact that the Secretary only sent one envelope per household rather than one envelope per member. In my view, this error is unfortunate but does not affect the validity of any ballots. If the society disagrees, the principle would be similar to the second issue, in that if the number of ballots affected by this matter are sufficient that it could have affected the results of one or more elections, then those elections must be redone. The facts as presented do not suggest that the election, as a whole, is invalid and must be redone. Depending on the particular facts, it may be that the election for one or more positions may need to be redone. It is conceivable that the election for all positions will need to be redone, but I lack sufficient facts to say for certain. It is not my place to say whether the club's members should file charges against the board members. My responses in regard to the election are based solely on what parliamentary law requires, as the factors which determine whether or not an election is to be redone is based solely upon the facts and parliamentary principles. Whether disciplinary action should be taken, however, is not ultimately a question of parliamentary procedure, but is instead a question which involves the discretion of the society's members. This may involve such factors as the perceived seriousness of the conduct at issue, the perceived reasons for the conduct, the conduct of the accused aside from the conduct at issue, as well as practical considerations - for example, if some members of the board were not reelected anyway, the society might (or might not) determine that it is no longer a good use of the society's time to file charges against those persons. I would add that these considerations may (or may not) be identical for each member of the board. The society's members are in a better position to answer these questions than I am. I can attempt to provide advice on the process to use for disciplinary procedures, however, to do so I would need to know 1) what (if anything) the bylaws say on this subject, and 2) if the bylaws are silent, what is the exact wording used for the term of office of board members. Is the annual meeting coming up soon? If not, is it possible to call a special meeting of the membership? Is it practical to get a quorum for the annual meeting and/or a special meeting? If the membership won't be meeting (with a quorum present) for the foreseeable future, that may make it difficult to do anything about any of this as a practical matter.

Are the other liaison roles defined in a similar manner as this one? If so, it would seem to me that the liaisons are not, in fact, members of the committee by virtue of this provision, since the rule does not in fact say that the officer is a member of the committee. As a result, these persons certainly cannot vote at committee meetings. They also have no other rights in connection with committee meetings, so they will only be able to participate as actively as the committee chooses to permit.

Does the board have rules providing that only topics listed on the agenda may be introduced? If not, the member could simply make the relevant motion in New Business, or after all business on the agenda is completed. (Unless, I suppose, the board immediately votes to adjourn.) RONR has no rule providing that only motions listed on the agenda may be introduced.

The latter, unless your organization's rules provide otherwise. So far as RONR is concerned, at a board meeting, only members of the board have any rights in connection with the meeting, including the right to speak in debate (or at other times) or to make motions (including a Point of Order). Members of the association would have full rights of membership at meetings of the full association. I would add that the board could, if it wished, choose to grant permission to the members to take these actions. It would require a majority vote to permit members to address the board when no motion is pending, or a 2/3 vote to suspend the rules to permit members to speak in debate. It would also take a 2/3 vote to suspend the rules to permit members to make motions, and it would be rather unusual to do this. Under no circumstances can persons who are not members of the board be permitted to vote at board meetings.

Three follow-up questions on this point... 1) Do the bylaws provide a mechanism to extend this deadline? 2) Were any nominations actually postmarked during the period of August 16 - August 22nd? 3) Do the bylaws prohibit write-in votes? Three follow-up questions again... 1) Do the bylaws provide a mechanism to extend this deadline? 2) Were any ballots actually postmarked during the period of October 2 - October 5? 3) If so, was the number of such ballots sufficient that it could have affected the result of one or more of the elections? Also, can these ballots still be identified? While it is problematic that the board (or secretary) failed to follow the instructions in the bylaws on this matter, I am not generally inclined to think that this error would invalidate any ballots. I think there are two different things to address. One is the validity of the elections. The errors described in 1 and 2 may or may not be of a nature that they would change or invalidate the results, depending on the answers to my follow-up questions. The second issue is the board's apparent disregard for the bylaws. The manner to address this is at the club's discretion, and may involve disciplinary actions against some or all of those responsible. Charges may not be brought against the "board of directors" as a group, but they could be brought against every individual member of the board of directors. I think these are certainly sufficient grounds for disciplinary action under RONR, although it is ultimately up to the club to determine if discipline is warranted. First, check your bylaws to see if they have their own rules pertaining to discipline. If so, those rules must be followed. If your bylaws are silent, the club's membership would act upon the charges. For more information, see FAQ #20. RONR has no answer to this question, since this involves an interpretation of your own rules. It is ultimately up to your organization to interpret its own rules. Ultimately the question is whether "biographical information, as submitted by the candidates" may or may not include "a list of achievements that the current board of directors has accomplished during their tenure." The rule is vague enough that I can see reasonable arguments on both sides. I would note that this certainly would not affect the validity of the election. The society may, if it wishes, take this into account when determining whether to take disciplinary action against the board members. In any event, it would also seem prudent to clarify the rule in question. In the alternative, the rule could be removed so that no information is included with the ballots. Since it involves officers, I would start with RONR (12th ed.) 62:16 to determine which process is required. If formal disciplinary procedures are required, then it will also be necessary to study RONR (12th ed.) 63:1-40 in detail.

RONR has no guidance on this subject. The organization is free to adopt such language as it wishes in this matter, and there is no parliamentary reason that the organization's practice in this regard needs to be consistent with the usage by government agencies at the state or federal level. If the organization is seeking guidance in this matter, it may be desirable to reach out to persons with expertise in this subject, or to other organizations or states/municipalities which have recently undergone similar efforts.

I'm not entirely certain what is being asked here. Are you asking how many votes must be cast for the particular member for election, or how many ballots must be cast in total? I'll try to cover both. If the question is regarding how many votes must be cast for the particular member, the rule (assuming the organization's rules are silent on this matter) is that a member must receive a majority of the ballots cast, however, blank ballots or abstentions are excluded from the total. If the question is regarding how many votes must be cast in total, RONR requires that business is conducted at a meeting with a quorum present. What is a quorum should be defined in the organization's rules. If the organization's rules are silent, then the quorum is a majority of the members. There is no requirement, however, that a certain number of members vote on any particular question. In the event the society's bylaws authorize votes to be taken outside of a meeting (such as by mail), the term "quorum" has no meaningful application in such cases. RONR still has no requirement that a certain number of members must vote in order for the vote to be valid, although some organizations adopt such rules. I don't think this is enough information to answer this question. Was the voting conducted at a meeting, or by some other means (such as by mail) authorized in the organization's bylaws? If the voting was conducted at a meeting, what do the organization's bylaws say regarding quorum, and how many members were present? I'm not clear on whether "6 votes" is the number of votes cast for this person, the number of votes cast in total, or both. How many votes were cast for this person and how many votes were cast in total (excluding blanks and abstentions)?

Procedural rules in applicable law take precedence over an organization's own rules, including the bylaws. While RONR does not specifically address the question of whether this includes executive orders issued by a governor, it seems to me that it would, assuming the executive orders in question are authorized by law. The meaning of a particular executive order or whether a particular executive order is authorized by law are questions for an attorney.

The previous notice would be to members of the board, not the committee. Whether there was communication to the committee is not relevant. We understand that the board approved the committee, but part of the question is what vote this was approved by. Based on all of the facts which have been presented, my conclusion is that the previous committee ceased to exist when the board members elected in the 2018 elections took office. RONR provides that "in a body which ceases to exist or in which the terms of some or all of its members expire at a definite time, like a convention of delegates, a city council, or a board of directors, a special committee expires with the body that appointed it, unless it is appointed expressly to report at a later time." Since there is no record of the committee being instructed to report at a later time (or for that matter, any record of the committee being created in the first place), I am inclined to assume that the committee was not instructed to report at a later time.