Josh Martin

Please answer the following questions: Do your bylaws provide that officers serve "until their successors are elected"? What do your bylaws say about filling vacancies? Is the board still able to meet during this time, either because it is authorized by your bylaws to meet virtually, or because it is able to meet in person due to its smaller size?

No, this is not correct. The Board of Directors cannot adopt a policy authorizing virtual meetings. Only a rule in the bylaws is sufficient. The second option you list would work if the business in question was almost anything other than elections. If, for instance, the motion was to purchase something, the purchase would most likely be carried out by an officer. Actions taken at improper meetings cannot be ratified, but actions taken by officers can be ratified. In this case, however, no one else carries out the decision - the election is self-executing. As a result, this tactic will not work here. Your organization cannot properly hold a virtual meeting so this question is moot. If your organization holds some sort of unofficial virtual meeting for the purposes of providing guidance on this matter, then it will be up to the organization to determine who votes in this unofficial capacity. Oh, I don't know, in the middle of a pandemic I might be okay with it if all other options have been exhausted, but I don't think we're there yet. Unless you can amend the bylaws, there is absolutely nothing you can do to proceed with a virtual/mail-in election, in the sense that this election would, in itself, elect the officers of the society. It may be possible to take an unofficial vote in this manner to provide guidance for the process which will actually elect officers. In order to know exactly what that process will be, I need answers to the following questions: Do your bylaws provide that officers serve "until their successors are elected"? What do your bylaws say about filling vacancies? Do your officers serve staggered terms or do all of their terms expire at the same time? Do your bylaws authorize electronic meetings of the board? (Or alternately, is it possible for the board to meet in person due to its smaller size?)

I concur with Mr. Mervosh that these questions are the least of the assembly's problems, but yes, motions are still valid if the motion maker cannot be identified. In such an instance, the minutes could simply say, for instance, "The motion to approve the agenda was adopted." So far as RONR is concerned, electronic meetings cannot be held unless such meetings are authorized in the bylaws. The sentence you have quoted does not mention electronic meetings. "Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined on pages 81–82, a single official gathering in one room or area—of the assembly of its members at which a quorum is present." (RONR, 11th ed., pg. 97) The only other caveat I would add is that it is possible applicable law or some sort of emergency order may exist in your province on this matter.

If the constitution or bylaws do not authorize virtual conventions, then a virtual convention cannot be held. As for the matter of the Executive Committee changing the date, time, and place, I already answered that question, and nothing you have just posted changes that answer. The Executive Committee lacks the power to change the decision of the convention. The Executive Committee also lacks the power to simply postpone the 2020 convention to 2021, since that would also conflict with the decision of the convention. A workaround, however, would be to have a small number of people (even a single person) attend the convention at the scheduled date, time, and location and then establish an adjourned meeting for a different date, time, and location (or in the alternative, simply adjourn, and there would then be no convention until 2021). These actions may be taken even in the absence of a quorum.

In RONR, it's generally not possible to yield your time to someone else to begin with, so the question of a member "reclaiming" time does not arise. A situation in which "someone is being questioned by the officers of a group and each officer is allocated a limited amount of time to ask questions, e.g 5 minutes," certainly does not match anything described in RONR, so it would seem to me that the answer to this question would depend on the rules of the organization. Additionally, if the guess of Mr. Mervosh and others is correct, the organization in question does not use RONR as its parliamentary authority and is not the sort of organization RONR is designed for, so what RONR says doesn't count for much anyway.

There is no rule in RONR which explicitly provides that making a bylaw change "retroactive" is against the rules. I think that such a vague, general question, however, is not at all helpful or that there can be a general answer to such a question. I also have not in fact said that "backdating of a By-Law change to make it retroactive to an earlier date is against the rules." What I have said on this subject (which I acknowledge is just my opinion) is as follows: So if you wish to pursue this line of inquiry further, I would suggest that you provide specific facts regarding the amendment you have in mind, what situation or problem that amendment is intended to address, and what you mean by "backdating" and "retroactive" in the context of your situation.

Based on these facts, I don't really like what your board is doing either, but I don't think it is technically improper. If the bylaws are amended to make this candidate eligible, then votes cast for him will be counted. If the bylaws are not amended to make this candidate eligible, then votes for him will be treated as illegal votes. Such votes are counted for the purposes of determining whether any candidate has a majority, but are not credited to any particular candidate.

That is the case, but my understanding is that 1) the vote in question is not a roll call vote, but rather a vote by email or some similar means, and 2) it makes no sense to respond "Present" (or to count someone who does not respond as "Present,") when they are not, in fact, present.

For the benefit of the OP, the conflict Mr. Novosielski is referring to involves the rules for removing officers. "Careful thought should be given to whether, given the circumstances of the particular organization, it is preferable (1) to permit removal of officers only for cause, through disciplinary proceedings that may involve a formal trial (see p. 654, ll. 4–13), or (2) instead to permit their removal at the pleasure of the membership by a two-thirds vote, a majority vote when previous notice has been given, or a vote of a majority of the entire membership—any one of which will suffice (see p. 653, l. 27 to p. 654, l. 3). To accomplish the first alternative, the bylaws may provide that officers "shall hold office for a term of ______ year(s) and until their successors are elected." To accomplish the second alternative, the bylaws may provide that officers "shall hold office for a term of ______ year(s) or until their successors are elected." (Emphases added.) Because the significant difference in effect between the use of "and" and "or" is unlikely to be clear to most members, it may be desirable (although it is not essential) to add an explanatory sentence, such as: • For the first alternative: "Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority." • For the second alternative: "Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority."" (RONR, 11th ed., pg. 574, emphasis in original) It should also be noted that the bylaws have their own rules regarding removal of officers, those rules take precedence. The "and/or" distinction does not affect the question raised in this thread.

No. Only a provision in the bylaws is sufficient to authorize absentee voting. "It is a 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, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting." (RONR, 11th ed., pg. 423)

Based on these facts, yes, I agree that, if the assembly fails to complete its election at the required time, the current officers shall continue to serve until the election can be completed. This should be done as soon as possible - that is, the organization should not necessarily simply wait until next year's annual meeting.

If the bylaws are silent, the Vice President finishes the term, and there is now a vacancy to fill in the office of Vice President. "In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president." (RONR, 11th ed., pg. 458, emphasis in original)

I suppose the question is whether a policy adopted in this manner qualifies as a "policy of Pennsylvania State University" in the way this term is used in your organization's bylaws, which it seems to me is ultimately a question only your organization can answer.

Yes, I understand that. Do you agree, however, that if the university does in fact adopt such a policy, that policy is binding upon the SGA, due to the provisions in its bylaws? I agree that whether the university is likely to adopt such a policy, or whether it is a good idea to ask the university to interfere in the workings of the SGA (which may give the university troubling ideas in the future) are questions the assembly will also have to consider.

The text in question has been confusing to people for a long time. Robert's Rules Online includes the text from the 4th edition (1915), and it is available online because it is in the public domain. The current (11th) edition of RONR has clarified the rules on this subject. "Sometimes a society wishes to have a full record of its proceedings made available to the public, and when such a record of the proceedings is to be published (in which case it is often called "proceedings," "transactions," or the like), it frequently contains, in addition to the information described above for inclusion in the minutes, a list of the speakers on each side of every question, with an abstract or the text of each address. In such cases the secretary should have an assistant. When it is desired, as in some conventions, to publish the proceedings in full, the secretary's assistant should be a stenographic reporter or recording technician. The presiding officer should then take particular care that everyone to whom he assigns the floor is fully identified. Under these conditions it is usually necessary to require members to use a public address system. Reports of committees should be printed exactly as submitted, the record showing what action was taken by the assembly in regard to them; or they can be printed with all additions in italics and parts struck out enclosed in brackets, in which case a note to that effect should precede the report or resolution. Any such record or transcript of the proceedings prepared for publication, however, does not take the place of the minutes, and it is the minutes which comprise the official record of the assembly's proceedings." (RONR, 11th ed., pgs. 475-476, emphasis added) So the assembly is free, if it wishes, to "ask for the notetaker to write an abstract of the arguments of both sides of the motion," however, such an abstract should be a separate document from the minutes. The contents of the minutes remain the same regardless of whether or how the minutes are published. My understanding is that the rule in question was primarily written with large conventions of academics, medical professionals, and the like in mind, and such conventions generally meet annually or less. In any event, however, the assembly is free to make what records it likes, but these records do not take the place of the minutes.

I agree that there are options to meet in person while still taking steps to maintain distancing and to keep the meeting brief. It would be entirely possible and entirely within the rules to take the following actions: 1) Work out all the details of the proposed bylaw amendments in advance, working toward as much agreement as possible. They'll need enough support for a 2/3 vote anyway, which would already allow the assembly to speed things up a lot. If they can achieve unanimous support, then they can really speed through the meeting. 2) Meet at an outdoors location with masks on and as far apart as possible while still able to see and hear each other. 3) Use tools such as unanimous consent and/or the Previous Question/Limit Debate to move through the business of adopting the bylaw amendments as swiftly as possible. 4) Adjourn the meeting. I would also agree that this might set a good example for the other organizations on campus, who may well need to take similar actions in order to authorize electronic meetings for their own organizations. Nonetheless, I am not certain this is the society's only option without breaking the rules. It would appear that the organization's bylaws provide that university policy takes precedence over the organization's rules. As a consequence, wouldn't the OP's proposed suggestion of the university adopting a policy authorizing electronic meetings be an option?

It is already the duty of everyone in the society to carry out the society's orders. If the President doesn't understand that, fire him too. See FAQ #20. If it has habitually been a problem of the President and committees refusing to carry out the society's orders, then perhaps a) the society needs to do a better job of picking Presidents and/or b) perhaps the bylaws should be amended to remove the President's power to appoint committees. In my view, the society already has all the "teeth" it needs, but I suppose it is free to add remedial language to its bylaws on this matter if some people are having a hard time getting it. If the society intends to add this, it might as well add similar language for committees.

In such a case, it would seem the only remaining options are to: 1) Ask the university to adopt the proposed policy authorizing SGA to meet virtually. 2) Meet virtually notwithstanding the lack of authority to do so, and then when you meet in-person again, ratify all actions taken by officers, boards, committees, etc. pursuant to the decisions made at those invalid meetings.

Yes, I think so. The rule provides that a director cannot serve for more than two consecutive terms. If a Director's term is "a term of three years and/or until a successor have been chosen," then if a director continues to serve because a successor has not been chosen, that's not a third term. The second term is just longer than normal. So I believe the director could continue to serve until the election can be completed. It would be applicable if, for instance, the director's first term was less than half a term, presumably because the director was elected to fill a vacancy. In such a case, the director could be elected to a third term if the assembly wished. Otherwise, I do not think this rule has any applicability to this situation.

Based on the facts presented, it appears that the Executive Committee's vote is out of order. As noted previously, your bylaws provide that "The Executive Committee shall be subject to the orders of the convention body, and none of its acts shall conflict with action taken by the convention body." As a result, the Executive Committee lacked the power to change the location of the convention. I think there is still a potential workaround. Do any members of the convention body live in the location city? A single member could show up and set an adjourned meeting to be held at a new date, time, and location. (Although it appears "location" is metaphorical in this case.) I also imagine that the convention probably just picked the city and not the exact location, so the board might still have some flexibility to make it easier (for instance, setting the location for the member's home rather than whatever convention center or hotel it was supposed to be at). The other concern is whether your bylaws authorize the convention to meet electronically. If not, it cannot do so.

In order to answer your questions, we'll need some information: Do your bylaws provide that officers serve "until their successors are elected"? What do your bylaws say about filling vacancies? Do your officers serve staggered terms or do all of their terms expire at the same time? Do your bylaws authorize electronic meetings of the membership? Do your bylaws authorize electronic meetings of the board?

As I understand the facts, you are allowed to meet in-person, you just aren't allowed to meet on campus. I imagine there are places to meet outside of campus. Yes, I think so. We are told that your organization's rules provide: "The rules contained in Robert’s Rules of Order, Tenth Edition shall govern meetings when they are not in conflict with the laws of the Commonwealth of Pennsylvania, the policies of the Pennsylvania State University, the Constitution of the Penn State Abington Student Government Association, these bylaws, or any special rules of order that this body may adopt." "If any part of these bylaws is in conflict with the laws of the Commonwealth of Pennsylvania, the policies of the Pennsylvania State University, or the Constitution of the Penn State Abington Student Government Association, the conflict shall invalidate and replace the specific bylaw or phrasing in question, but may not be applied to invalidate or replace any other bylaws." So it would seem to me that the policy of the university would take precedence over any conflicting provisions in the parliamentary authority and bylaws. Even if the organization's bylaws say they do?

It is an adopted motion and it is an order. It is not a ruling, as that term refers to a ruling by the chairman on a question of procedure. I don't really think, however, that wording is the problem here. While it may well be a good idea to add this to the President's duties, it's not entirely clear to me that this will accomplish anything for this particular situation, unless the President also has the authority to do something about it. If the committee already has said it will disobey the direct orders of the assembly (which outranks the President), I don't know why they would be any more likely to listen to the President. It seems to me it might be more efficient for the assembly to just enforce its own orders rather than getting the President to be the middleman. How are the members of this committee appointed? An effective way to enforce the order would be to fire them and replace them with members who can follow orders. You might be thinking of the language on page 110, which notes that motions written in the form of a resolution use the term "Ordered" instead of "Resolved" when the motion is in the nature of instructions to employees.

Well, it sounds like you're voting by some sort of absentee means, since it seems unlikely a reminder would be issued by texting a member if the vote was occurring at an in-person meeting. So it should first be noted that absentee voting is not permitted unless authorized in your bylaws. If the board is in fact voting by absentee means, then it would seem to make absolutely no sense to count this person as "present." I assume what is meant is that this would be counted as an abstention, and I think this is correct, although abstentions aren't counted anyway and ordinarily have no affect on the result. See FAQ #6.

RONR actually does provide that a member has the right to change their vote at any time until the result is announced. "In voting by any of these methods (including a counted rising vote), a member has the right to change his vote up to the time the result is announced." (RONR, 11th ed., pg. 48) "A member has a right to change his vote up to the time the result is announced" (RONR, 11th ed., pg. 408) Of course, RONR also essentially says that all bets are off if an assembly attempts to conduct the deliberative process by email, so it is not clear whether this is applicable here. "A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also pp. 97–99)." (RONR, 11th ed., pg. 1, footnote) So far as RONR is concerned, after a vote has begun and any member has actually voted, no interruption of the voting process is in order, except that other business may be conducted during a ballot vote. "Interruptions during the taking of a vote are permitted only before any member has actually voted, unless, as sometimes occurs in ballot voting, other business is being transacted during voting or tabulating." (RONR, 11th ed., pg. 408) As with almost all rules in RONR, however, this rule assumes that the assembly "meets in a single room or area or under equivalent conditions of opportunity for simultaneous aural communication among all participants." (RONR, 11th ed., pg. 1) As a result, it is not clear whether this rule is applicable here. As Mr. Zook notes, however, it is not clear that there is anything, as a practical matter, which actually prevents board members from continuing to send emails even although a vote is underway. In a similar manner, although an assembly meeting in person could not choose to formally reopen debate in the middle of a vote, there is nothing preventing members from continuing to chat with others on the merits of the proposal, so long as their discussion is not a distraction to the assembly.