Josh Martin

Do your bylaws authorize meeting in this manner? No rule in RONR would either require or prohibit these actions. It is at the organization's discretion. So long as the recordings are available only to members of the organization, this does not violate the secrecy of the executive session.

It certainly could be handled as either. The organization could have a standing committee "that sends out various cards for graduation, weddings, showers, etc." This committee would have continuing existence and a consistent membership, and it would send out various cards for such graduations, weddings, showers, and such other events. The committee might not have a lot to do in between events, but its existence would continue and the committee would be ready to act again when another event arises. In the alternative, the assembly could appoint a special committee for this purpose, however, this would mean that the committee would cease its existence after it is done sending out cards for the current event(s) it was established for, and therefore a new special committee would need to be created when new events which require cards to be sent arise. Which is better is up to the organization. I suppose it depends on how frequently these events occur and whether the assembly believes the same members would be suitable for a variety of events, or whether there might be value in having different members depending on the type of event. If it is desired to have this handled through special committees, then yes, it should be removed from the bylaws. It would seem your rules provide that the President would appoint the members of special committees, although I'm not certain that means he can actually create special committees on his own authority. The duties of a special committee are generally specified in the motion creating the committee. If the President is, in fact, authorized to create special committees, I suppose he would just tell the committee what its duties are. I would review RONR, 11th ed., pgs. 489-492. Oh, I don't know about that. Perhaps the committee designs/selects the cards as well and deliberates about that.

For starters, it should be noted that online meetings are not permitted unless authorized by your bylaws. Aside from that, it certainly seems clear based on these facts that the chair acted highly improperly, however, the status of the meeting at this point is that the meeting is adjourned. See FAQ #20.

I agree that the question of the candidate withdrawing is moot. I think many of us read your statements as saying that the question of conducting the election electronically was moot, but perhaps this was not your intent. Since you say that you are, in fact, interested in our opinions of the validity of the election itself, and that it is simply not yet clear to you whether the election was invalid, I reiterate my earlier comments on this matter. If you have any additional questions or additional facts to add to that discussion, I would be interested to hear them. Oh, I quite agree with those who say that the entire election is invalid since we are told that the interpretation that electronic voting is permitted is based solely on the argument that the words "by ballot" are "vague/no-specific and that it was open enough to interpretation that we could vote electronically." If the organization has adopted RONR as its parliamentary authority, this argument is clearly wrong on the face of it. "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." (RONR, 11th ed., pg. 424, emphasis added)

There is no "perhaps" about it. The purpose of this forum is "to allow an open exchange of views relevant to specific questions of parliamentary procedure under Robert's Rules of Order Newly Revised." To the extent that your post involved such questions, they appear to have been answered. Your other questions relate to Alabama law, and they should be directed to someone who is an expert in such matters. We've all made clear that we have no expertise in such matters, so I cannot imagine why you value or would like to hear our responses to those questions, but in any event, I don't imagine you will find someone here who is willing to opine on such matters.

All of the current members of the board. Yes. Yes, assuming the Secretary is a member of the board. No.

We can only do the first one here. So far as RONR is concerned, the individual violated no rule simply by remaining present. RONR provides that a member with a personal or pecuniary interest not in common with other members should not vote, but says nothing regarding other forms of participation such as speaking in debate or remaining present. Since you say that this person is the President, it would also be relevant to note that in such circumstances, the President should relinquish the chair. "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) "Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly's consideration of that motion, just as he would in a case where he wishes to take part in debate (see also pp. 394–95)." (RONR, 11th ed., pg. 451) The organization is free to adopt its own rules in the bylaws on these subjects if it wishes to do so. I don't know. That's a question for an attorney.

Thank you. I wanted to double-check to see if there was anything in there about some sort of mail or email vote to amend the bylaws. This does not appear to be the case. As a result, I concur entirely with Mr. Elsman and others that the process which has been described is inappropriate.

Well, I expect the status at this point is that the meeting is adjourned. Even if the chair did not act properly in declaring the meeting to be adjourned, if everyone leaves, the meeting is adjourned. I suppose what you really want to know, however, is whether the chair acted properly by unilaterally declaring the meeting adjourned. It depends. The chair may unilaterally declare a meeting adjourned in the following circumstances: 1) In "an ordinary local society that normally goes through a complete order of business at each regular meeting," the order of business has been completed, and when the chair asks if there is any further business, no one responds. (RONR, 11th ed., pg. 241) 2) The assembly has previously established a time for adjournment and that time has arrived. 3) There is an emergency (such as a fire or riot) and it would endanger the safety of the members to take the time to vote on adjournment. In other circumstances, it is up to the assembly to decide whether to adjourn, and a member could raise a Point of Order (followed by an Appeal if necessary) if the chair attempted to declare the meeting adjourned on his own.

The latter. I don't think that is necessary. You could just clearly mark the draft minutes as a draft. This would enable the membership to see the record of the meeting as soon as possible, while also clearly communicating that the minutes are not yet approved and are therefore subject to correction.

Based on these additional facts, I see no reason why someone could not serve in two of these offices (unless the bylaws provide otherwise, and it seems they do not). Therefore, if the member in question wins the election, it will be necessary to ask them whether they intend to resign from their current office - they might or might not.

I don't see anything which would prevent the assembly from suspending the rules to permit the member to speak in debate. It is a fundamental principle of parliamentary law that the right to vote is limited to those who are present, but no similar principle exists for the right to speak in debate. This seems comparable to how an assembly may suspend the rules to permit a non-member to speak in debate (but not to vote). I concur entirely that the member should not have been permitted to vote and that he should not have been considered "present" for the purposes of quorum.

It would conflict with the rule that there be "five Directors." It is correct that nothing in RONR prevents a member from serving in multiple distinct positions with distinct duties (although such a person still has only one vote). In my view, however, it is not in order (or even logical) to have a person serve in multiple identical positions with multiple duties. It's one thing for someone to be the Secretary/Treasurer. It's another thing entirely to say one person is two directors. The alternate interpretation would effectively make the words "five directors" mean "between one and five directors." Since it is presumed that the rules in the bylaws are worded as they are for a reason, however, this does not seem to be a reasonable interpretation. I concur entirely with Mr. Elsman that although it is entirely permissible for the director to run for the seat, "In the case where he wins another seat with a staggered term, he effectively resigns from his original seat to take up his seat with the staggered term."

Once again, What do your bylaws say regarding their amendment?

RONR specifically makes an exception to this rule for ballot votes (for this very reason). "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) Of course, even if RONR did not make such an exception, it's not clear to what extent this rule (or the other rules discussed here) apply in this situation anyway, since RONR also says "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) Oh, I quite agree with those who say that the entire election is invalid since we are told that the interpretation that electronic voting is permitted is based solely on the argument that the words "by ballot" are "vague/no-specific and that it was open enough to interpretation that we could vote electronically." If the organization has adopted RONR as its parliamentary authority, this argument is clearly wrong on the face of it. "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." (RONR, 11th ed., pg. 424, emphasis added) However, the OP has made quite clear that he doesn't care what we think about this, so I suppose it's not worth spending much time on it. I just remain baffled by this notion that if a member indicates his consent to serve in office, this is somehow an irrevocable statement. I think there is enough ambiguity in the rules on this subject that the answer is unclear, and in such cases I am inclined to err on the side of letting the society pick its choice for President.

The Chairman Pro Tem of any assembly, regardless of kind, is not required to be a member of the assembly or even a member of the organization. RONR explicitly notes, for instance, that hiring a non-member professional to serve as presiding officer may sometimes be desirable. While written with meetings of an ordinary society in mind, the advice is equally applicable to conventions and mass meetings. (Although in the case of a mass meeting, a majority vote would certainly be sufficient, since there is no President or Vice President.) "In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt such an arrangement for all or part of a session. Alternatively, the rules may be suspended to authorize it, even over the objection of the president or a vice-president." (RONR, 11th ed., pgs. 453-454) Indeed, the assembly is even free to elect non-members as permanent officers if it wishes to do so (unless the bylaws provide otherwise). "In most societies it is usual to elect the officers from among the members; but in all except secret societies, unless the bylaws provide otherwise, it is possible for an organization to choose its officers from outside its membership. In many legislative bodies the presiding officer is not a member of the body. A large society with complex financial affairs may wish to employ a professional as treasurer." (RONR, 11th ed., pgs. 447-448)

Okay. The members still certainly have tools at their disposal, it just won't be in the form of a Point of Order regarding the validity of the meeting. For instance, the following actions could be taken: With respect to actions proposed at the meeting, members could use motions such as Postpone Indefinitely, Postpone to a Certain Time, and (if a motion is actually adopted) Reconsider and Enter on the Minutes. While the first two of these would require a majority vote, any two members (one to move it and one to second it) can use Reconsider and Enter on the Minutes to cause the effect of the motion to be suspended (just like with Reconsider), but unlike the usual motion to Reconsider, the motion cannot be called up until a future meeting. Another tactic would simply be to immediately move to Adjourn the meeting, which would require a majority vote. Members could also take disciplinary action against the chairman who called the meeting, such as removing him from office. See your bylaws or check FAQ #20 if they are silent. You originally proposed that in circumstances like these, unanimous consent should be required to hold a meeting. While RONR has no such requirement, the organization could adopt such a provision in its bylaws if it wished. Perhaps it could read something like this: "In the event that holding a regular or special meeting would conflict with a state law or executive order, the meeting shall be cancelled if any member of the society objects to holding the meeting."

The rule on pg. 444 states that "An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy." If the candidate is present, whether or not he has previously consented to his candidacy is irrelevant. The candidate may determine immediately, at the time of election, whether to decline the election. This is the case whether or not he previously agreed to serve. I do not see how there is any doubt on this point, since the first part of the sentence makes no reference to whether the member has consented to his candidacy. So unless the candidate in your scenario is not present at the time the results are announced, it seems to me he may decline (or perhaps he has changed his mind again and accepts). I acknowledge that the latter case is more complicated due to the wording, but in my view, the rule is the way it is because the presumption is that if a candidate has previously consented to his candidacy, he intends to accept the election. I think this is a presumption, however, not an ironbound contract. If the candidate later indicates that he does not consent to his candidacy, I do not see why the assembly should ignore that.

I am inclined to agree with those who say that a motion to "extend the recess" is not in order. If an assembly has scheduled a recess for 11:30-12:00, then at 11:30, the chair's duty is to announce the scheduled recess. I suppose the member could move to set aside the orders of the day. If adopted by a 2/3 vote, the assembly could then proceed to amend the agenda to lengthen the recess. It generally seems that it would be simpler, however, to just go on recess as scheduled, and then determine whether to move for another recess when the assembly reconvenes.

Once again, RONR imposes no obligations on members to attend meetings. To the extent that an organization has its own rules in its bylaws requiring members to attend meetings (and consequences for failing to follow these rules), even in such a case, calling a meeting which may cause members to hazard arrest or a substantial fine does not mean the organization itself is imposing these things. The organization is not fining or arresting members. Yes, the members are in a difficult situation. The organization's members will have to decide whether they prefer to risk the potential consequences imposed by the organization for not attending the meeting against the potential consequences imposed by the government for attending the meeting. As noted previously, there may be legal consequences for the organization in making this decision, but it remains a legal issue, not a parliamentary one. My understanding is that the rules in question do not necessarily relate to meetings of deliberative assemblies specifically. If a rule provides (for example), that gatherings of ten persons or more are prohibited, that certainly has consequences for deliberative assemblies, but the rule itself also relates to gatherings which are not in the nature of deliberative assemblies. Therefore, it seems to me that it is not in the nature of a procedural rule. If the rule were to prohibit meetings of deliberative assemblies specifically, I think it is a more difficult case, but I am warming to Mr. Katz's view that such a rule still would not be procedural in nature. RONR defines rules of order as rules which "relate to the orderly transaction of business in meetings and to the duties of officers in that connection." (RONR, 11th ed., pg. 15) Therefore, it does seem reasonable to suggest that a rule relating to the holding of the meeting itself is not a rule which relates to the "transaction of business in meetings." This is not at all saying that the state legislature or governor can "not forbid the meeting entirely for a specified cause." Whether the legislature can or cannot do such things is a question which is beyond the scope of RONR and this forum. It's simply saying that the rule by which the legislature does so is not in the nature of a procedural rule. I really am always puzzled, however, by why people stress out over this issue so much. If people are willing to violate a law or executive order, potentially risking the legal consequences that come with that, then I don't think a provision in RONR telling them not to do that is going to change their mind. Since we're speculating about this distinction, however, I would also suggest that a rule which requires that members of a deliberative assembly maintain a certain amount of physical spacing from each other at all times during and surrounding a meeting is also not a procedural rule, as such a rule does not appear to relate to the manner in which business is conducted in a deliberative assembly. An organization can adopt rules regarding physical spacing and arrangements of the hall as standing rules, so I don't see why they would become rules of order just because they are found in law instead.

The rule on this subject assumes that the election is being held at a meeting with members present. If an election is being held by absentee voting, where everyone is absent, then I'm not sure the rule on pg. 444 applies in the same manner. In addition, although the candidate did originally consent to his candidacy, he also withdrew that consent prior to the end of the election. I don't believe the rule on pg. 444 should be interpreted as preventing candidates from changing their minds. Of course, the fact that the organization's bylaws apparently don't even authorize online voting in the first place causes some additional problems.

While nominations cannot be withdrawn, an election can be declined. In the ordinary case, if the winning candidate for President were to immediately decline upon being elected, a new election would be held for the office of President. I agree, however, that the online elections may complicate matters.

I am generally inclined to agree. The orders often involve limitations on gatherings above a certain number of people (or depending on the status of the pandemic in a particular state, gatherings of any size), but these orders apply generally regardless of the nature of the gathering. As a result, I don't think such rules are generally in the nature of a procedural rule. Conceivably, more targeted rules might be adopted, perhaps authorizing or even requiring certain types of deliberative assemblies to meet online, and that rule would be more clearly procedural in nature. It doesn't seem, however, that this is the sort of rule we are discussing in this instance. In any event, it is certainly correct that members who are making legal challenges should not be using parliamentary procedure as the basis for the claim.

I don't know what you recall this from, but it isn't from anything in RONR. It would seem to me that the general question of whether an editor should have "independence" or be "free of interference" is a journalistic question, not a parliamentary one. Nothing in RONR grants an Editor "independence." With that said, it is also the case that nothing in RONR grants the President authority over the Editor (or anyone else). Nothing prevents the President from making suggestions, but he has no authority to make corrections or approve what material may or may not be included unless the organization's rules so provide. The society itself (and possibly also the board), however, would have such authority. "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) If this conflict between the President and the Editor is becoming a problem, it would seem prudent for the Editor to report this matter to the board and/or the society and ask them to adopt rules to clarify this issue.

Well, this process isn't quite what Mr. Kapur was suggesting, but I suppose this would work too. I think what he's suggesting is that you actually all talk about each amendment and how (or if) you want to instruct the delegate to vote on each of them. This could be done by making a separate motion regarding each amendment and the proposed instruction. Alternately, it could be done by by making a motion including the instructions on each of the amendments. In either event, the motion(s) are subject to debate and amendment. The advantages of this process is that the assembly can actually talk things out and persuade their fellow members, and it also means you have the flexibility of choosing not to instruct the delegate on certain matters. Leaving the delegate with free will is usually the advisable course of action, since the delegate can then adapt to changing circumstances. Instead, the assembly might want to just instruct the delegate on the most important amendments. If you want to do it your way, however, I suppose a motion could be made along these lines: "I move that the assembly vote by ballot expressing their preference on each of the amendments, listed below, and that the delegate be instructed to vote "yes" or "no" on each amendment according to the preference of the membership as expressed by majority vote. In the event that the vote on a particular amendment is a tie, the delegate shall be free to vote in his own best judgment on that amendment. (List of Amendments)" I think what the OP is saying is that the members would vote their desire on each amendment, and the delegate would then be instructed to vote accordingly.