Josh Martin

Who is "we" referring to in this sentence? I should clarify - what I meant by "how the name of the award was determined to begin with" is who chose the name, not why they chose it. It's sounding like the board named it, in which event, it would be the board that would change it.

Is it known how the name of this award was determined to begin with? Additionally, is the name of the award specified in any of the organization's rules?

In the future, please post a new question as a new topic, even if an existing topic appears similar. Okay, but that isn't enough on its own. The bylaws actually need to specifically authorize electronic meetings in order for them to be held. The only way to accomplish this would be by amending the bylaws. An amendment to the bylaws could be adopted (consistent with the requirements in your bylaws for their amendment) which provides that, for the duration of the pandemic, members are eligible to serve in office notwithstanding their delinquency in dues. Since I expect that there may be some disagreement among persons as to exactly when the pandemic has "ended," it would likely be advisable to specify which body or person (the membership, the board, the President, etc.) makes this determination. Short of amending the bylaws, there is no method to accomplish this objective. The rule in question cannot be suspended unless the bylaws specifically provide for its suspension (which I take it they do not, or there would be no need for this question). So it may be that members who wish to run for office will need to pay their dues. Even if this were to be in order, I really don't know that this is the best way to go about it, as I think it leads to a lot of questions. Assuming such a course of action was in order, I might suggest wording like the following "A meeting held in compliance with the rules of this section held on or after XXXX date shall be considered a valid meeting of the society, notwithstanding that the meeting was not valid under the bylaws as they existed at the time the meeting was held." This more clearly indicates what the intent of the amendment is, rather than simply saying "The amendment is effective 3/1/20" and leaving it up to members to guess why that language is there and what it means. I think there are probably simpler solutions to the OP's problem, however, which we could try to provide if he would answer my questions. Well, the fact that it's dangerous doesn't, in and of itself, mean it's improper. Organizations can already do all kinds of crazy things by amending their bylaws, but that doesn't make them improper. I also don't know that these are particularly good examples, since I am inclined to think that these objectives can generally be accomplished without needing to make the amendments "retroactive," or possibly even without needing to amend the bylaws at all. In the first case, the society could achieve a similar effect by adopting a rule in the bylaws that "The dues are increased from $20 to $25. Additionally, for the current membership year, members are required to pay an additional $5 for each year they have been a member." (If what you're trying to get it is that the backdating could be used to try to make members immediately become delinquent in their dues, I agree this is improper.) In the second case, the society could likely already discipline the member under the very, very broad "tending to injure the good name of the organization, disturb its well-being, or hamper it in its work" language in RONR, since RONR states that "In any society, behavior of this nature is a serious offense properly subject to disciplinary action, whether the bylaws make mention of it or not." (RONR, 11th ed., pg 644) So I don't think it's necessary to amend the bylaws at all unless the bylaws explicitly provide that members may only be disciplined for violations of the Code of Conduct. Additionally, even if it was necessary to amend the bylaws, I still don't know that it's necessary to make the amendment retroactive. So far as I am aware, there is no rule in RONR which prohibits a society from disciplining a member for conduct occurring in the past, even if the conduct was not subject to discipline at the time the conduct occurred. In the third case, the society can solve the problem by simply not disciplining the person in question.

Certainly if a rule is to be adopted on this matter, it would be desirable to clarify what exactly the rule is.

If this is in fact what occurs, this is improper, since we are told that the "rule" was "adopted" by the "President... with the help of another board member." If members are denied entry to the meeting based on the whims of the President, this is a violation of the fundamental rights of those members, and a violation of this nature constitutes a continuing breach. Hopefully, the other board members can persuade the President to not go through with this, or failing that, prevail upon the persons responsible for checking members in not to go through with it. I don't know that holding the vote at the meeting would entirely defeat the purpose of the rule. Certainly, the rule (which is presumably intended to prevent persons who are likely to be ill from being at the meeting) would be most effective if such members can be prevented from entering the meeting hall at all. My understanding, however, is that the risk of contracting illness is based not only on proximity to a person with the illness, but also based upon the length of time of exposure. So there may still be some benefit in requiring such temperature checks after the meeting has begun, particularly if the vote on the matter can be taken near the start of the meeting. EDIT: Struck out the portion relating to public health in order to focus on the parliamentary issues. Members should consult health professionals for advice on matters of public health. In any event, however, even although the rule will be less effective if it cannot be implemented immediately, the fact remains that only the association has the authority to adopt rules for meetings of the association, unless the organization's bylaws provide otherwise. I suppose a potential compromise in the interim would be that members would be asked to have their temperature taken upon entry, and those who refuse would nonetheless be admitted into the meeting (but a note would be taken regarding which members refused). This could speed things up if a rule requiring the checks is later adopted, as some members will have already had their temperature taken.

Well, what exactly the solution will be for these groups will depend on what their bylaws say about the term of office and filling vacancies. Do you have a particular group's bylaws to look at where you can answer these questions? It would also be helpful to know helpful to know in what manner, exactly, this group "conducted elections." I hesitate to answer this question of "backdating" the timing of an amendment "in general" because when people speak of amendments being effective "retroactively," what exactly is meant by that tends to vary depending on the person and the particular amendment. So it might be helpful if you could explain what these "other situations" are and what exactly is meant by "backdating" the effective date in regard to those amendments. I quite agree with Mr. Brown that it is not in order to "backdate" the timing of an amendment for the purpose of making valid a meeting which was not valid under the bylaws as they existed at the time the meeting was held.

RONR has no guidance on this question. With some exceptions (such as the secrecy of a ballot vote), RONR generally does not address the concept of "privacy." Well, that may be jumping ahead a bit, since it doesn't yet seem that the board or the association actually have done this yet. We are told that "This is just something the President thought this idea up with the help of another board member all on there own." The President plus one random board member do not have the authority to adopt this rule, or rules of any kind, unless authorized to do so by the organization's bylaws. "All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it." (RONR, 11th ed., pg. 456) I also do not think that the board has the authority to adopt this rule, or any rule pertaining to meetings of the association, unless authorized to do by the organization's bylaws. A board has the authority to adopt its own rules (provided such rules do not conflict with the rules of the society), but RONR does not grant the board the authority to adopt rules for the association. "The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." (RONR, 11th ed., pg. 486) The last question which remains is whether the association has the authority to adopt such a rule, and in that regard, I am inclined to agree with Mr. Katz that such a rule is within the authority of the association to adopt, and is not substantially different than rules which, for example, "require you to wear a delegate badge in order to vote, or to sit in a specified part of the room (with alternates sitting elsewhere)." If the rule is properly adopted by the association, then in my opinion, yes, members who refuse to comply with the rule may be denied participation in the meeting (including the right to vote). As a parliamentary matter, I see no reason why the association cannot deny access to the commons property due to violations of the rule (if the rule is properly adopted by the association), although there may also be legal issues surrounding this. Same answer as above. You are free to express this view if and when a motion is made at a meeting of the association to adopt this rule. Perhaps the other members of the association will agree with you. You might also propose alternative safety procedures for the organization to follow, such as mask wearing and social distancing.

Well, we already told SanJohn about this option a while ago, so it looks like he's now looking for a solution for the rare few actions where this strategy won't work (like elections). As I understand it, the main concern here is how to move forward with elections. If there are also other concerns, please note those as well. Could you please provide the language in your bylaws regarding the term of office for your officers, and what your bylaws say regarding filling vacancies?

No, unless such methods of voting are authorized in the bylaws. "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) In the case of a committee, however, there is one other option. If it is impractical to meet, the committee's report may contain what all members of the committee agree to. Such agreement could be reached by any method convenient for the committee's members, including email. "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, 11th ed., pg. 503) The term "quorum" refers to the number of members who must be present to conduct business, and as a result, this term has no meaningful application for a vote taken by email, since there is no "meeting" at which members can be present or absent. Some organizations which authorize email voting require a certain number or proportion of members to reply to an email vote in order for the vote to be valid. This has a similar effect to a quorum requirement but is not quite the same thing. If the organization's rules do not permit voting by email, then the only manner in which the committee can make a decision by email is if all members of the committee agree.

As a technical matter, I would note that a write-in vote is, by definition, someone who has not been nominated. I suspect what you mean to say is that someone could be elected that does not meet the qualifications of office, and this is not correct. If votes are cast for ineligible persons, these are counted as "illegal votes" by the tellers. Such votes are included in the total for purposes of obtaining a majority, but a person who is not eligible (obviously) cannot win the election. In any event, even to the extent that write-in votes are "problematic" for the assembly, they remain in order unless the bylaws provide otherwise. It seems that under your bylaws, the board doesn't have the authority to appoint anyone in the current circumstances. In the ordinary case, a person appointed under these circumstances would serve until the election is completed by the membership, which should be done as soon as possible.

RONR does not use this term. Some societies appear to use this term in the way you describe. Regardless of what it is called, however, it must be understood that the proper procedure (unless the bylaws provide otherwise) in a situation in which candidates are unopposed is as follows: 1) If the bylaws do not require a ballot vote, the chair simply declares the candidates elected by acclamation. 2) If the bylaws require a ballot vote, then a ballot vote is held the same as it would be if there were multiple candidates. Unless the bylaws provide otherwise, write-in votes are in order. Since in one of these cases there is no ballot at all, and in the other case there is nothing special about the ballot, I don't think that the phrase "white ballot" is descriptive or helpful for such situations.

Sounds right to me. I don't think so. Perhaps you should ask these people who are claiming that the President can appoint task forces (but not committees) what they think the difference between a task force and a committee is. Even if it is somehow different, however, the President still doesn't have the authority to appoint one, because (other than his duties as presiding officer), the President doesn't have the power to do anything except what the assembly or its rules authorize him to do. "All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it." (RONR, 11th ed., pg. 456)

You don't hold another election, you finish the first one. At the next regular meeting, another round of voting would be held for the remaining position. This should have been done at the time. Write-in votes and nominations from the floor are in order. In the ordinary case, if the board is authorized to fill vacancies, the board could appoint someone to fill the vacancy, but anyone appointed in this manner would only serve until the election can be completed. As a result, there is generally not much point in doing this unless it will take a long time to complete the election. Since your bylaws (unwisely) specifically provide that a vacancy "shall be deemed to exist after the death, resignation, or removal of any Director," then this may suggest that these reasons are exhaustive, and therefore the board cannot fill a vacancy which arises due to a different reason.

Thank you. I agree with this clarification. I agree that the correct procedure would have been as follows: 1) The member makes the motion under New Business. 2) The chair asks if there is a second. (Let's assume there is a second.) 3) The motion is seconded. 4) The chair states the question on the motion. 5) Most likely, the motion maker speaks in debate first on the motion (since the motion maker has preference in recognition). 6) THEN a member could seek recognition to obtain the floor and, after being recognized, move to adjourn the meeting. This would require a second and is not debatable. If adopted, the main motion would be taken up under Unfinished Business at the next regular meeting, if it is within a quarterly interval. So yes, I think it is correct that, even although the assembly at least (after a lot of shouting) was able to stop the chair from declaring the meeting declared adjourned on his own authority, the procedure which followed was still not entirely above board. The assembly could also adjourn the meeting.

Concurring with Mr. Katz, I would add that the situation is even more ambiguous when a rule simply says "a 2/3 vote of the membership" (and leaves out the word "entire"). In such cases, it's not clear whether this actually means 2/3 of the membership, or if it means an ordinary 2/3 vote and it is simply clarifying that the membership (as opposed to, for example, the board) is the body that is voting. I see this wording a lot and usually find that societies mean the latter. For clarity, I usually suggest they change the order of the words - "The membership, by a 2/3 vote, ..."

Okay, but right after you said this you conflated them again. Even although the proxy form "assigns the proxy to the Board of the Association," I don't think the fact that the proxies were cast by a person who was not eligible to be a board member in any way invalidates the proxy forms. When proxies are assigned to a board, the board generally assigns one or more persons to cast the proxies on the board's behalf. Such a person need not be a member of the board - and indeed, often is not a member of the board (in large corporations, for instance, it will often be an employee of the corporation). So I do not agree with the premise that, because the person was not eligible to be on the board, he was therefore not eligible to cast the proxy votes assigned to the board. Well, Mr. Riley is desperately trying to find a way to invalidate the elections of the eligible candidates as well.

Okay. To be clear, it was improper for the chairman to declare the motion adjourned on his own authority. It looks like eventually, however, the correct process was followed. After members objected, "Someone quickly made a motion to adjourn and a quick second was made followed by a vote which resulted in adjournment." That is the correct process. The motion to adjourn has very high rank and it is not debatable. That depends on what your bylaws say about special meetings. Well, you can try to educate the chairman and members and raise Points of Order in the future to try to stop the chairman from improperly refusing to recognize motions and/or to stop the chairman from declaring the meeting adjourned on his own. You can also try to elect a different chairman in the future. Or pursue disciplinary procedures to remove the current chairman so you can elect a new chairman sooner. You can't, however, prevent the assembly itself from adjourning the meeting if that's what the assembly wants to do. Yes, this is obviously correct. (Unless, of course, the assembly has its own rules on this matter.) I don't quite know who "they" is referring to, but I would note that, to some extent the assembly does have the authority to control what people discuss. The assembly is free to adjourn the meeting by a motion, second, and majority vote, and it seems that this is (eventually) what happened. If the assembly can muster a 2/3 vote, it has even more tools at its disposal, such as the Previous Question and Object to Consideration of the Question.

RONR is a book about procedures in meetings. It has no rules regarding what people do outside of meetings, and therefore, no rule in RONR would prevent an email from being sent to all board members other than the President. The board, of course, cannot take any actions as a board in this manner. Similarly, nothing in RONR would prevent all members of the board (other than the President) from meeting in person to discuss matters, although such a meeting would not be a formal meeting of the board, and the board therefore cannot act as the board at such meetings. It's not really a meeting of the board, it's just a gathering of people who happen to be board members. Where the line is drawn is that all members of the board have a right to attend actual meetings of the board.

Just to be clear, if members were electing candidates for three positions, then if any of the three persons elected were ineligible, this would mean that the election of that candidate would be invalid. It doesn't matter whether it's the first, second, or third place candidate. I don't see any reason, however, why this would mean that the election of all three candidates would be invalid - again, it doesn't matter whether it's the first, second, or third place candidate. Since your bylaws do not require that proxy votes be cast by a member, the fact that "The ineligible candidate cast proxy votes to bring the lowest floor (members present) voted candidate up to a level to secure a position on the Board as well" is irrelevant. This person being elected and this person casting the proxy votes are two separate issues. You have said that he is ineligible to serve on the board, however, you have not provided any information suggesting that he was not eligible to hold or cast the proxy votes.

Yes. If the ineligible candidate didn't win, then there wouldn't be a problem. Agreed. Based on these additional facts, it appears that a Point of Order regarding the proxy votes will not be in order, since the bylaws do not require proxy holders to be members of the association. The fact that the bylaws state (quite correctly) that "only Members have the right to vote in-person or by proxy" is irrelevant. If a person is a proxy holder, the votes he casts by proxy are actually the votes of the members in question being cast "by proxy." The proxy holder is not, in fact, voting himself by casting the proxy votes. I suppose there is still the issue that the person in question presumably also cast a vote on his own behalf, and this is problematic, however, that would only affect the validity of the election if a single vote would have affected the result. I am also unclear how you are so certain whether certain things would or would not have changed the result of the election since we were previously told that the actual counts were never announced. Has something changed in that regard? In any event, based on the facts provided, it appears that there are no grounds to challenge the elections of the other two board positions, however, the election of President could be challenged on the grounds that the person elected to that office was not, in fact, eligible for that office.

This seems to have clearly been improper, unless the assembly has its own rules on this subject I am not aware of. He should have instead asked for a second, yes. Yes, so far as RONR is concerned, making motions which are not listed on the agenda/orders of the day is the entire purpose of New Business. Some assemblies mistakenly place items of business under New Business on an agenda but these are, in fact, either general orders or special orders. Generally, yes. This is required unless one of the following applies: 1) The assembly has previously set a time for adjournment and that time has been reached. 2) The assembly has completed its entire order of business and, when the chair asks if there is any further business, no member responds. 3) There is an emergency (such as a fire), and it would risk the safety of the members to take the time to process a motion to adjourn. It seems clear that #2 is not applicable here, since a member made a motion. I take it that #1 and #3 are also not applicable here. In my view, the answer is the same either way. Even if the assembly had adopted a proposed agenda, if the agenda included New Business (which appears to be the case, since we are told this was "during New Business"), then it is still in order to introduce items of New Business during New Business. Contrary to popular belief, adopting an agenda, in and of itself, does not prevent the introduction of items not listed on the agenda. If this is the case, then it is even less clear why the chair thought it mattered that the item was not listed on the agenda. "In some organizations, it is customary to send each member, in advance of a meeting, an order of business or agenda, with some indication of the matters to be considered under each heading. Such an agenda is often provided for information only, with no intention or practice of submitting it for adoption. Unless a precirculated agenda is formally adopted at the session to which it applies, it is not binding as to detail or order of consideration, other than as it lists preexisting orders of the day (pp. 364ff.) or conforms to the standard order of business (pp. 25–26, 353ff.) or an order of business prescribed by the rules of the organization (pp. 16, 25)." (RONR, 11th ed., pg. 372) Well, this fact is pretty important, as this is quite a bit different from the chair declaring, on his own authority, that the meeting was adjourned. The motion to Adjourn has very high rank. It is in order for a member to move to adjourn at almost any time during a meeting, it is not debatable, and a majority vote is sufficient for its adoption. In other words, even if the main motion was properly made and seconded, the assembly could have still adjourned if it wanted to - in which event consideration of this motion would have continued under Unfinished Business at the next meeting. It appears that the only error here is that the chair did not call for a second on the motion to Adjourn (and possibly that the member moving to Adjourn failed to seek recognition).

Yes. No. If no cumulative voting actually occurred, there is no grounds for a Point of Order on that basis. There might still be grounds for the Point of Order regarding the proxy voting issue, if it can be determined that 1) the person who cast the proxy votes was, in fact, not a valid member of the society and 2) the bylaws require a proxy holder to be a member of the society, and 3) the number of proxy votes was such that it could have affected the result. Additionally, there might also still be grounds for a Point of Order regarding the election of the President, if it can be determined that he was not eligible to be President. This would not affect the election of the other board positions, since my understanding is that their eligibility to serve is not in question. If the person in question was not eligible at the time of election, a Point of Order may be raised regarding that basis, notwithstanding the fact that the bylaws were subsequently amended so that the candidate is eligible for the office.

I don't see any reason, based upon the facts provided and the rules in RONR, that it would be "out of order" for the council to refuse to approve the permit, and certainly not on the grounds that "they referred it committee and also approved a permit for the committee to proceed" or that "a motion not to [ap]prove this next permit is obstruction to allow the committee to proceed with the event they gave them authority of." The fact that an assembly chooses to grant a committee certain authority and approve certain actions of the committee does not bind the assembly to approve other actions of the committee in the future. I also concur with J.J. that even if you were to rule this motion out of order, this ruling is subject to appeal (at least so far as RONR is concerned), since the assembly is the ultimate judge of its rules. It is possible there is something in the council's own rules or applicable law which would provide otherwise on this matter, but that is beyond the scope of RONR and this forum.

I think this is purely a stylistic/usability issue. So I would suggest that you (and other members of the society working on this issue) put yourselves in the shoes of a member who is looking for an answer to the question "What emergency powers does the service board (or executive board) have?" Where would you be most likely to look for an answer to that question? That's where you should put it. Personally, I would be more concerned that (wherever the clause(s) are placed), the rules explain specifically what emergency powers these bodies have and what vote (and other procedures) are required to use these powers. We tend to get a lot of organizations which just put in their bylaws something to the effect of "The board has emergency powers in an emergency," and then that leads to a lot of questions when the time comes to actually use those powers.

As has already been explained, if these persons are not members of the Senate (as appears to be the case), they have no right under RONR to speak at a meeting of the Senate. The Senate may, if it wishes, permit non-members to speak in debate by a 2/3 vote (or unanimous consent), however, that is not a decision the President can make on his own. The Senate could also adopt its own rules on this subject if it wishes. For example, perhaps the Senate would prefer to adopt a rule permitting executive officers to speak in debate, rather than deciding each instance on a case-by-case basis. Such rules would be special rules of order, which require a 2/3 vote with notice or a vote of a majority of the entire membership for adoption. What rights non-members do and do not have under your state's open meeting law is a question for an attorney.