Josh Martin

If an assembly has adopted an agenda which specifically provides an item for adjournment, then I suppose that the chair would declare the meeting adjourned when that item is reached in the agenda (in this case, after the consideration of purchasing a new headquarters), unless the assembly either amends the agenda prior to that time or chooses to set aside the orders of the day when adjournment is reached.

I'm somewhat unclear on how this occurred if the society was unable to meet. Was the organization later able to meet (in person, with a quorum present) to amend the bylaws, in accordance with the rules in the bylaws concerning their amendment? There is no way (or need) to "deal with" the missing March meeting. What could (and should) have been done at the time was to hold a meeting anyway and have a very small number of persons (perhaps even one person) show up. The meeting could have been called for the member's home to make it easier. An inquorate meeting still satisfies the requirement that the meeting be held, even although the assembly won't be able to do much. Since this was not done, there's no way to fix it now. The organization failed to comply with its bylaws by missing the March meeting, but there isn't anything that can be done about it now. No. Rules in the bylaws pertaining to when meetings are held may not be waived unless the bylaws provide a mechanism for this (and it does not appear that they do). Additionally, even if the bylaws contained such a mechanism, they usually don't provide a way to cancel a meeting in the past.

It would certainly seem to permit the agenda to be amended. In the ordinary case, this requires a majority vote when the agenda is pending and a 2/3 vote (or a vote of a majority of the entire membership) to amend it after adoption. It may be, however, that the language of the rule prevents the introduction of items not listed on the agenda, and therefore the only manner in which New Business could be introduced would be to amend the agenda to add it.

It is possible to adopt an agenda without specific times associated with the items, in which event the items listed are general orders. I think the real distinction is not times, but level of detail. An order of business generally only lists the high-level categories (Committee Reports, General Orders, Unfinished Business, etc.), while an agenda will list particular motions. In the ordinary case, an agenda is not a "carved-in-stone" document. If an agenda is to be used, it is adopted at the beginning of the meeting, at which time it may be amended by majority vote. It may also be amended after adoption by a 2/3 vote. No advance notice of the draft agenda is required. Your rule which requires the agenda to be "posted 7 days before the meeting and then "approved" at the meeting," however, may change things. It is certainly correct that, at least so far as RONR is concerned, "that no matter what was approved as an Agenda a member always has the right to bring up new business." The adoption of an agenda which does not list "New Business," in and of itself, does not prevent members from bringing up items of New Business after all items listed on the agenda are completed. Some organizations, however, adopt their own rules on these matters, as it appears your organization has, and it will be up to your organization to interpret those rules.

The rule you appear to be thinking of is this one. "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." (RONR, 11th ed., pg. 407) I would argue, however, that this rule does not apply here. The fact that the rules benefit the board does not mean that the individual board members have "a direct personal or pecuniary interest not common to other members of the organization," since the rules equally benefit all current members of the board and also persons who serve on the board in the future. This rule would be more applicable if, for example, the board was considering whether to enter a contract with a company which one of the board members had a significant financial stake in.

I have been unable to find something in RONR explicitly stating that a vacancy is filling the remainder of the unexpired term rather than creating a new term. As Mr. Kapur has noted, however, the only reasonable interpretation is that it is filling the remainder of the unexpired term, because the interpretation that it would create a new term would violate the bylaws. Since no specific language has been provided, let's suppose the bylaws provide, for instance, "The Society shall have a President, Vice President, Secretary, and Treasurer. The officers shall serve for terms of two years or until their successors are elected. The President and Secretary shall be elected in even-numbered years, and the Vice President and Treasurer shall be elected in odd-numbered years." The only way to remain in compliance with this rule is for the person appointed to fill the vacancy in the office of Vice President to serve the remainder of the unexpired term in the office of Vice President. If a new, full term were to begin instead, then the next Vice President would be elected in an even-numbered year to a full term, and so on. As a result, this would be in violation of the bylaws.

Well, presumably what was involved in the situation in question was that the officers served staggered two-year terms, and the office of President was elected in even-numbered years and the office of Vice President was elected in odd-numbered years (for example). As a result, if the Vice President filled the vacancy in the office of President, he would only serve the remaining time in the term (which apparently was not very much). The person who was then elected to fill the resulting vacancy in the office of Vice President would likewise serve the remaining time in that term (which was apparently approximately one year). I think I recall a discussion on this subject, but I can't find it either. In any event, however, it would likely be best to simply describe the details of your situation and your question. Even if we were to find this thread, the details of your situation may not be identical, and therefore we should not simply assume that the same answer will be applicable.

The exception in question cannot be suspended, since the rule in question is not in the nature of a rule of order. Additionally, this is not the type of rule that can be changed with a special rule of order, since the bylaws take precedence over special rules of order. So based on the facts presented, there does not seem to be any way (short of amending the bylaws) to hold regular board meetings in the months of July and August. I think, however, that there are a few potential workarounds, since in my view, the provision in question simply means that no regular meetings are held on the dates in question, and it does not prohibit the board from meeting through other means: If the bylaws provide for special meetings, then a special meeting of the board could be called. This would mean, however, that the board would be limited to conducting the business included in the call of the meeting. Alternately, at the meeting on the last Thursday in June, the board could adopt a motion to set an adjourned meeting for a date in July. At that meeting, another adjourned meeting could be set, and so on. In the long run, it would likely be prudent to amend the bylaws to provide that "Board meetings will generally be held on the second Monday and last Thursday of the month at 9 am except the months of July and August, unless otherwise ordered by the board." This would allow flexibility in both directions in the future - the board could schedule regular meetings for July and/or August, and the board could cancel meetings for other months.

Yes, that would be unusual. I think that was supposed to say "members."

In this event, the composition of your board as it currently stands is in violation of your bylaws. You'll need to remove nine people from the board to be in compliance with your bylaws. If and when the bylaws are amended to provide for a board of 18, then you could bring them back. Generally, a majority vote is sufficient to adopt a motion. Again, generally, a majority vote is sufficient to adopt a motion. The bylaws should specify the authority granted to the board. It is very possible that the board is authorized to take the actions in question in the name of the society. Amending the bylaws, however, will almost certainly require a vote of the membership. Also, since you have repeatedly used the word "legally," I would note that all of the above is parliamentary advice, not legal advice. If you want legal advice, you need a lawyer.

RONR notes that the bylaws should specify such matters. If the bylaws are silent, the exact wording is not required for the notice (what you call the "warning"). "Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete" (RONR, 11th ed., pg. 122) "The manner prescribed for giving notice should suit the needs of the particular assembly. For some, oral notice is sufficient; others may require written notice. Some may require only a general statement of the purport of the amendment; others may require that the exact wording of the amendment be given." (RONR, 11th ed., pg. 581)

It is correct that the mere fact that the presentation is made means that the report has, in fact, been received. If a motion is made to "accept" the report, the effect of that motion will be to adopt the report in its entirety, word for word, including the recommendations along with any reasoning given by the committee. Generally, what should be done instead is to move to adopt one or more of the recommendations. If a motion is made to "receive" the report this basically does nothing, since the report has already been received. "When a report contains recommendations—except in cases where the recommendations relate only to the adoption or rejection of question(s) that were referred while pending (13) and consequently become pending again automatically when reported (pp. 516–19)—the reporting board or committee member usually makes the necessary motion to implement the recommendations at the conclusion of his presentation," (RONR, 11th ed., pg. 507) "In rare instances after an assembly has received a report, it may have occasion to adopt the (entire) report; an affirmative vote on such a motion has the effect of the assembly's endorsing every word of the report—including the indicated facts and the reasoning—as its own statement (see also p. 124). Unlike motions to take the action recommended in a report as described above, a motion "to adopt the report" should be made by someone other than the reporting member and requires a second. Adoption of an entire report is seldom wise except when it is to be issued or published in the name of the whole organization." (RONR, 11th ed., pgs. 507-508) "A common error is to move that a report "be received" after it has been read—apparently on the supposition that such a motion is necessary in order for the report to be taken under consideration or to be recorded as having been made. In fact, this motion is meaningless, since the report has already been received. Even before a report has been read, a motion to receive it is unnecessary if the time for its reception is established by the order of business, or if no member objects (see also below). Another error—less common, but dangerous—is to move, after the report has been read (or even before the reading), that it "be accepted," when the actual intent is that of the mistaken motion to receive, as just explained, or of a legitimate motion to receive made before the report is read. If a motion "to accept" made under any of these circumstances is adopted and is given its proper interpretation, it implies that the assembly has endorsed the complete report." (RONR, 11th ed., pg. 508)

If it is in fact correct that the individual in question is (and was) ineligible to serve as President, then a Point of Order may be raised that the election is null and void due to this fact, followed by an Appeal if necessary. The same process could be followed in regard to the person's position as a member. Formal disciplinary procedures are not required if the person's election as President (or as a member) are invalid from the start. (Of course, it now seems the entire election is invalid, which may make this issue moot.) Based on the facts presented, I am inclined to think a new election is required. In my view, a member should raise a Point of Order that the election is null and void due to the cumulative voting, followed by an Appeal if necessary. If the election is ultimately determined to be null and void, a new election will need to be held. If the person was not eligible to be a member, their own vote was invalid. As for proxy votes, it is ultimately up to your bylaws to determine the rules regarding such votes, such as whether a person must be a member in order to hold proxies and cast proxy votes. In the event this person was not eligible to be a member and the proxy votes can only be cast by a member, then the proxy votes are invalid. These would invalidate the election if the number of invalid votes was enough to potentially affect the result, although this could be difficult to determine since no results were ever announced. This should be corrected in future elections. The teller's report must be read in full (twice, actually - once by the chairman of tellers and once by the presiding officer) and recorded in full in the minutes. This is extremely problematic but, in and of itself, it is not sufficient to invalidate the election. This has no parliamentary significance. It should be counted as a single vote for the candidate and as a single vote cast, unless the organization's bylaws explicitly permit cumulative voting. Members may vote for up to three candidates, but they cannot vote for the same person multiple times. Additionally, in an election for multiple persons, a ballot is treated as one vote cast. If cumulative voting is not authorized in the bylaws (which does not appear to be the case), then permitting members to do so is a violation of the fundamental principle of parliamentary law that each member may vote once (and only once). As a result, any excess votes are (in effect) votes cast by ineligible voters. If there are enough such votes that they could have affected the total, the election is null and void. Since in this case it is theoretically possible that as many as 2/3 of the votes are such votes, this seems to me to be sufficient grounds to rule the election null and void even without the actual tally of votes. I don't find this argument to be terribly persuasive. It might be a non-issue for now, since I think the cumulative voting alone is sufficient to invalidate the election, but I strongly advise the organization to amend its bylaws in the future. If the organization wishes to require that only members can hold proxies, this should be explicitly stated. Again, I would not rely on "implied or established." I also don't think it's a good idea to prohibit non-members from presiding altogether. If the organization wants to have a rule that only non-members may be officers, that's fine and not at all unusual. It may be desirable, however, not to adopt a rule explicitly prohibiting non-members from presiding. At times (such as when particularly controversial items are expected), it is sometimes desirable to invite a neutral third party (such as a professional parliamentarian) to preside. In my view, yes, the cumulative voting issue alone is sufficient to require the organization to conduct a new election. I think it is actually the best issue of the three to target, since 1) there is no ambiguity on whether cumulative voting is permitted (while there may be ambiguity regarding the other issues), and 2) it seems easy enough to conclude that there were sufficient votes to affect the result, which may be difficult for the other issues given the lack of a count.

Thank you for this clarification. If the minutes are, in fact, in error, then the minutes can (and should) be corrected. Generally, such corrections are handled by unanimous consent, but a majority vote is sufficient if there is disagreement.

I think it is a valid instruction. I agree, however, that this would not be subject to a Point of Order in the assembly.

As I have stated, the error was in the recording of the member's vote in the roll call (and the chair's announcement of the result), not in the minutes. As a consequence, the minutes as they stand should not be challenged. This issue absolutely should have been addressed at the time, and since this affected the result and involved a small number of members, I'm not sure why no one noticed it at the time. In any event, the proper course of action at this time (since the motion was lost) is simply to make the motion again, and this time everyone should pay closer attention to how members vote and the announcement of the result. It may also be desirable to request a recapitulation. In addition, the assembly could (if it wishes) add a marginal notation to the minutes to the effect of "Upon review of the video record of the meeting, it was determined that Member A actually voted [for/against] the motion, however, it was too late to change the vote."

I concur with Mr. Brown and Mr. Katz that what whether the phrasing "a majority of all registered delegates" in the organization's rules means "all who have registered" or "all currently registered" is subject to interpretation, and it may be desirable in the long run to clarify this rule in the future, one way or the other. The one thing I would add is that all of this is only relevant if the delegation in question has no available alternates. If an alternate is available to be upgraded, there would be no change in the number of currently registered delegates, making the question moot.

Ultimately, this will depend on the specific facts - that is, what were the instructions and in what manner were they violated? No, I don't think so. A violation of the committee's instructions concerning the content of its report does not seem to be in the nature of a rule of order, and therefore a Point of Order does not seem to be the appropriate tool for enforcement of such instructions. Maybe. I think I would need more details concerning what exactly the instructions were and what exactly the committee did. Generally, I am inclined to think that the answer is "no," for two reasons. 1.) Generally, a Point of Order must be raised at the time of the breach (with some exceptions). 2.) Generally, a Point of Order is not the appropriate tool to address a breach of a rule which occurred during a meeting of a different body. I think it is possible, however, that in some particularly egregious cases the breach of the committee's instructions may be of such a nature that it causes the report itself to no longer be a valid report of the committee. In such an event, I think a Point of Order could be raised at the time that the committee submits the report. No. A Point of Order is not the appropriate tool for this. There is a separate motion for exactly this purpose, which is the motion to Discharge a Committee. In instances where the committee has not reported at the instructed time, only a majority vote is required for adoption of this motion. Again, I think this depends on the particular circumstances of what exactly the instructions were, what exactly the committee did in violation of its instructions, what exactly is stated in the Point of Order and the chair's ruling, and what the parliamentary situation is at the time. This is sort of like asking "If the assembly violates the rules, what happens if a Point of Order is sustained?" I have no idea how to begin to answer that question without additional facts. The first question involved a situation in which the content of the committee's report did not comply with the assembly's instructions. A report, in and of itself, is not an "action" that can be (or needs to be) ratified. What exactly the appropriate next steps are will depend on the nature of the report (such as whether it is a report for information only, a report containing recommendations, or a report which is to be published in the society's name). If instead, the situation was that the committee was appointed with power to carry out certain tasks, and the committee exceeded the authority granted to it by the instructions, that would certainly be a situation where the committee's unauthorized actions would be invalid, however, such actions certainly could be ratified. "The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include: ... • action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority;" (RONR, 11th ed., pg. 124) What do you mean by "voting down its report?" Generally speaking, the report itself is not voted on. You generally seem to be well-informed on parliamentary procedure. Is this just poor phrasing or do we need to review proper handling of committee reports? That issue aside, yes, the assembly has a great many ways to signal its disapproval, aside from discharging the committee and taking action to amend or defeat motions made to implement recommendations contained within the report. A few are listed below, which vary depending on exactly how displeased the assembly is. The assembly could refer the motion back to the committee, with much stronger and clearer instructions. (This might serve as a "warning shot" to get the committee in line before adopting harsher measures.) The assembly could adopt a motion to censure the committee. Assuming the assembly has the power to appoint the committee's members, the assembly could fire some or all of the members of the committee and replace them with people who know how to follow instructions. If the assembly in question has this power (generally reserved for the general membership), it could initiate formal disciplinary procedures against the members of the committee (or former members, if they have already been fired), which could ultimately result in suspending or even expelling them from membership in the society.

Nope.

Please clarify in what manner "The nominations and elections were not followed according to the By Laws." For that matter, it might be helpful to clarify exactly what election is being referred to here. Is it an election to fill the vacancy in the office of Vice President? That seems to be the case, but it isn't entirely clear. As I understand the facts, the President withdrew his resignation before any action had been taken on accepting the resignation. If this is correct, the President may unilaterally withdraw his resignation and, as a result, he is still the President. See FAQ #18. Alternately, if the question had already been stated on accepting the resignation but the vote had not yet been taken, the President could only withdraw his resignation with the assembly's consent. Finally, if the resignation had already been accepted, the resignation could not be withdrawn. I don't have enough information to answer this question. Generally, a Point of Order regarding a violation must be raised at the time of the breach. In a few particularly egregious cases, a violation causes a continuing breach, in which event a Point of Order may be raised at any time during the breach. So I need to know in what manner "The nominations and elections were not followed according to the By Laws." Well, I would first note that this question may well be moot, since this would only come into play if the offices of President and Vice President are both vacant, and it is not clear that this is the case. In the event this occurs, however, the vacancies in the offices of President and Vice President would both be filled in the same manner as any other vacancy. First, check your bylaws to see if they have rules on that subject. Alternately, if they are silent on this subject, the bylaws may provide that the board has full power and authority to act for the society between meetings of the society's membership, and this would include the power to fill vacancies. Finally, if the bylaws are silent on filling vacancies and do not grant the board this authority, the vacancies would be filled by the same body which elects the position to begin with. (This answer assumes that the bylaws do not include any specific provisions for the simultaneous vacancies of the President and Vice President, and also assumes that the society only has one Vice President - that is, the society does not have a "2nd Vice President," as some societies do.)

No. RONR has no rules on these matters, since RONR does not permit joint meetings. It is not possible.

So far as RONR is concerned, no one. A majority in the affirmative is necessary for adoption. If a vote is tied, the vote fails, since a tie is less than a majority. RONR does not grant anyone magical tie-breaking powers, nor is there a need for them. It may be that your organization's own rules or applicable law provide otherwise on this subject, but that is beyond the scope of RONR and this forum.

The idea that the assembly would "start with the first missing meeting that would have been march. That would then postpone elections until December." frankly seems quite bizarre to me. Generally, if elections are unable to be held at the scheduled time, they should be completed as soon as possible thereafter. Therefore, the idea that the assembly would "hold nominations in July then Elections in August" seems to be the appropriate course of action. Depending on the exact wording of the bylaws regarding these matters, it may (or may not) also be an option to condense the nominations and elections into a single meeting. The membership is who has the authority to decide these issues. It will ultimately be up to the organization to interpret its own bylaws, and I would note that I have not seen the exact wording of the rule in question. Generally, however, I would think it would be more likely that the rules in question are in effect for the annual meeting rather than for the month of June specifically, and therefore the rules would still be in effect in the event the annual meeting is held in a different month.

Based on these facts, it would appear that the Vice Chairman will become Chairman and there will then be vacancies to fill in the offices of Vice Chairman and Treasurer. Since your bylaws specifically provide that "vacancies are filled by the body that elected them," then that is what must be done.

Essentially yes, however, technically, it is the actions taken by the society's boards, officers, staff, committees, etc. pursuant to those decisions which must be ratified. See Official Interpretation 2020-1. None of that actually matters. A meeting is either valid or it isn't. It can't be "sort of" valid. In other words, the rule is the same whether or not we make this assumption. So this makes no difference as to whether the actions can be ratified. (It might make a difference, however, in the assembly's decision on whether to ratify the actions, but that's up to the assembly.) You are correct, but the motion to ratify can be used to ratify "action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority" (RONR, 11th ed., pg. 124). Most actions taken by an assembly are not self-executing. The generally need to actually be carried out by someone else. So while the assembly cannot ratify the decisions made at the invalid electronic meeting, it can ratify the subsequent actions taken to carry out those decisions. Generally, adopt a motion ratifying the actions taken by officers, committees, boards, staff, etc. made to carry out those decisions. If there are particular items taken at these meetings which only the assembly itself can do (such as elections or amendments to the bylaws), then the proper course of action may be to simply start over and take those actions again.