Josh Martin

RONR does note that if meetings are to be held be videoconference, all members must be able to see each other at the same time (unless, of course, the organization's rules provide otherwise). RONR does not grant the public a right to see anything or to attend the meetings at all, so that question has more to do with interpretation of applicable law - in particular, the "open meeting law" or "sunshine law" in your state. "Various provisions for electronic meetings are possible, so that more than the minimum standard of an audioconference may be required. Thus, if the bylaws provide for meeting by videoconference (but not merely by "teleconference" or "audioconference"), the meeting must be conducted by a technology that allows all participating members to see each other, as well as to hear each other, at the same time. Provision may also be made for the use of additional collaborative technology to aid in the conduct of a meeting." (RONR, 11th ed., pg. 98) That certainly is a possibility, but even if they were influencing each other off-camera, this would violate no rule in RONR. This seems like a legal issue, not a parliamentary one.

Any member other than the chair (in larger assemblies) and the parliamentarian (if there is one). No, unless this is a committee or a small board (generally, a board in which there are not more than about a dozen members present). It should also be noted that in such cases, a second is not required. I don't know what sort of motion you're talking about, so I don't know if the chair's ability to "assume" a motion comes into play here. It only applies to certain types of motions. Generally speaking, "The chair's ability to "assume" a motion that has not actually been made by another member exists to facilitate the business of the assembly, not to give the chair an opportunity to make a motion whose consideration he or she, as an individual member, believes would be desirable." See Official Interpretation 2007-1 for further explanation and several examples.

They are correct. I'm not even sure I agree that this amendment is "minor" or a "mere clarification," but it doesn't matter anyway. There is no provision in RONR (and presumably no provision in your bylaws) which allows bypassing the procedure to amend the bylaws in order make "minor" or "clarifying" amendments

To have co-officers is in violation of your bylaws, unless your bylaws provide for them. Presumably, your bylaws say something like "There shall be a President, Vice President, Secretary, and Treasurer" not "There shall be one or more Presidents, Vice Presidents, Secretaries, and Treasurers." Additionally, RONR advises against co-officers - especially in the case of the chairman. I am also not entirely clear what the connection is between "the upheaval caused by Covid-19, and the cancellation of annual meetings" and the proposal to have all offices be held by co-officers.

I think there are two different issues here. One is the holding of the annual meeting, and the other is the election of officers. On the latter item, the Secretary appears to be largely correct. Your bylaws provide that the term of office "shall be two years or until their successors are elected and qualified." As a result, if the election cannot be held, the current officers will continue to serve until the officer elections can be completed. I would quibble slightly with the Secretary's suggestion that the society simply leave the current officers in office until the next annual meeting. I would note that the society should complete its elections sooner if it is possible to do so. The second issue is the annual meeting, and this is a bit more complicated. Your bylaws say that "The annual meeting of the General Membership shall be held within sixty (60) days after the last day of the Fair, at the call of the President." The bylaws make no provision for what occurs if the Fair is cancelled, so in such circumstances it is not clear whether or when the annual meeting is to be held. The Secretary's suggestion that the annual meeting, in such cases, simply waits until after the next Fair is one possible interpretation, and this appears to be the most literal interpretation of the words "within sixty (60) days after the last day of the Fair." On the other hand, the bylaws provide for an annual meeting, and if you don't hold a meeting until next year, you have not complied with the provision in the bylaws to hold an annual meeting. As noted, however, if the Fair does not occur it is not clear when the annual meeting is to be held. I would think one reasonable interpretation would be that it would be held within 60 days of the last day that the Fair would have happened, had it not been cancelled. Another reasonable interpretation might be that, in these circumstances, the meeting can be held at any time within the year. Ultimately, this is a question the organization will need to determine for itself. Even if one of the stricter interpretations (such as the view that the annual meeting must be held within 60 days of the last day that the Fair would have happened) happens to be correct, however, there are still options at the society's disposal to be flexible in regard to the annual meeting. The requirement for holding a meeting is satisfied even in the absence of a quorum - indeed, it is satisfied even if a single person shows up. Additionally, certain actions (such as setting an adjourned meeting) may be taken even in the absence of a quorum. "But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately." (RONR, 11th ed., pg. 347) "Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remains without a quorum." (RONR, 11th ed., pgs. 347-348) So personally, my recommendation would be to take the following course of action: Have the President set the date for the annual meeting for a date within 60 days of the last day that the Fair would have occurred if it had not been canceled. Set the location of the meeting for the President's home (so that he has no difficulty attending). Announce that, due the ongoing pandemic, members are advised not to attend the annual meeting, and note that the annual meeting shall be held for the sole purpose of adjourning it to meet at the call of the President. Members shall be informed of the rescheduled annual meeting if and when it is scheduled. At the annual meeting, the President may call the meeting to order, elect himself as Secretary Pro Tempore (to take some very brief minutes), make and adopt the motion "That the annual meeting adjourn to meet at the call of the President," and then declare the meeting adjourned. At such time as it is feasible for the society to meet again, the President may then announce the date, time, and location of the annual meeting. I believe there are several advantages to this strategy. For one, it satisfies even the strictest interpretation of the organization's rules, so there is no doubt that everything is "above board." It satisfies the requirement to hold the annual meeting so that the bylaws are satisfied, and also leaves open the possibility of continuing the annual meeting and conducting the business of the annual meeting (including the election of officers) at a later time if it is feasible to do so. Given the uncertainty of the current situation, I advise adjourning the meeting to meet at the call of the President rather than at a specific date and time, to grant flexibility and hopefully avoid the need to go through this process again. If the assembly instead prefers the Secretary's strategy to wait until next year's annual meeting, that is also an option. Follow the same strategy as above, but the motion to be adopted by the President would simply be "That the annual meeting now adjourn."

Not trying to make a point. Just looking for an alternative option. I appreciate the answer.

What if, instead of holding a meeting electronically, the organization schedules an in-person meeting for the home of a trusted member, and only that member shows up? Perhaps the member then takes advice from other members as to how to vote. Since this is then not an improper electronic meeting, but rather a properly held (albeit inquorate) meeting, could the assembly later ratify the actions taken at that meeting - including elections of officers?

I would phrase it as "agree not to exercise" the rights of membership (except to vote in a ballot vote) rather than to give them away, but essentially, yes. This is important to maintain the confidence of the chairman and the assembly in the parliamentarian's ability to provide impartial advice.

This would be highly unusual. RONR acknowledges the possibility that the seconder might make a motion because he wishes the assembly to go on record as defeating it, but it is assumed that the motion maker is in support of the motion. The rules even prohibit the motion maker from speaking against the motion. Depending on the specific nature of the motion, it might be possible to reword the motion so that instead of saying "not approve" it said "oppose" instead. If the motion is regarding taking a position on an issue, to "oppose" the issue would be a position the council could take as well. For other motions (spending money, for instance), this probably wouldn't make sense. In those cases (or if the motion could be reworded so as to "oppose" the issue, but the council prefers to simply take no position), I agree with Mr. Katz that the proper solution, so far as RONR is concerned, is to simply move on. The one caveat I would add is that public bodies sometimes have strange rules requiring certain proposals to be formally approved or denied, so the council may wish to consult with its attorney as well.

A vote by email isn't a meeting, so the real question is whether email voting is permitted in the bylaws. No. Email voting is not a meeting. In any event, email voting is permitted only if the bylaws authorize email voting (and RONR recommends that an organization should not do so). Yes. If the bylaws specify that email voting is permitted, then obviously email voting is permitted. The bylaws take precedence over RONR. I would note that if all the bylaws (and the society's other rules) specify is that email voting is permitted, the society is probably going to have a lot of problems figuring out how email voting works, but that doesn't change the fact that if the bylaws say email voting is permitted, that takes precedence over anything RONR has to say on the matter. I understand what you are saying, but you have the relationship of the rules backwards. The bylaws take precedence over RONR. "Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization." (RONR, 11th ed., pg. 11) "When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization." (RONR, 11th ed., pg. 16)

Yes. "A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair's prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion." (RONR, 11th ed., pg. 467)

But if the assembly only meets once a year, there wouldn't be any unfinished business (unless the annual meeting takes place over multiple days). Since the assembly meets less often than quarterly, business which is pending at the time of adjournment or which is set as an order of the day but not reached prior to adjournment falls to the ground.

Okay, well this seems to further support Mr. Katz's interpretation - that the rule means that decisions on a Point of Order and other questions of procedure shall require a majority vote, and that these decisions are made in accordance with RONR, not that the rule means that all motions not mentioned in the rules require a majority vote. In other words, the word "matters" should be interpreted as meaning "other matters of the same kind" as Points of Order and questions of procedure. A question regarding how the Previous Question is handled is a question of procedure. The Previous Question itself is not a question of procedure. In the long term, I still think it would be best to amend the bylaws to replace this rule in its entirety with the following language, which is much more clear than the rule in your bylaws (and I think is what the society was trying to say). RONR already has procedures for how to handle Points of Order. It would probably also be best to remove the section of the bylaws which "addresses a subset of actions/motions under RR including points of order." To the extent that these rules simply reiterate what is in RONR (albeit in an incomplete manner), the rules should simply be removed entirely. The full rules on these subjects will be found in RONR, and placing incomplete summaries of them in the bylaws could lead to ambiguity. To the extent that these rules are intended to supersede or modify the rules in RONR pertaining to those motions, such rules should generally be adopted as special rules of order rather than in the bylaws. "The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt."

That is indeed a reasonable interpretation, and I would probably lean toward it as this interpretation makes the rule merely problematic, rather than nonsensical. I would suggest, however, that there is enough ambiguity in the rule as written that "matters" could be interpreted as having a broader meaning.

I am not so certain it does not apply to the Previous Question. The rule says that it applies to “All matters, points of order or questions of procedure arising that are unprovided for in the rules herein contained.” I agree that the Previous Question is not a Point of Order or question of procedure, but “All matters” is more vague and perhaps more broad. In the long run, I advise the assembly simply remove this rule. If the intent was to adopt RONR as parliamentary authority, there is other language recommended for that.

Rather than "automatically resigns," I would say that such a person is "automatically removed." A resignation, by definition, is a voluntary act. As such, it's not really possible for someone to "automatically resign." The provision could be written such as this: "Board members are required to attend board meetings. If a board member is unable to attend a board meeting, the member shall notify the President no later than (AMOUNT OF TIME) prior to the board meeting. If a board member fails to attend three consecutive board meetings without providing the required notification, that board member is automatically removed from office." I concur with Mr. Brown that nothing short of a provision in the bylaws is sufficient to adopt this rule. But Mr. Brown, I don't think that's what the OP is after. It appears that the desire is that if a member provides an excuse (any excuse) to the President, that this meeting is not counted in the number of consecutive meetings triggering the automatic removal. Your way would work fine too, but it seems the OP wishes to more strictly limit the circumstances under which automatic removal applies, which seems reasonable.

Respectfully, I disagree. While I certainly agree with the view that setting a quorum requirement which is too high may indeed be problematic and costly for members of the organization, and may well mean an adjourned meeting must be set for the business of the convention (or that business may need to wait until the next convention), I also think it is the case that there is danger in setting a quorum requirement which is too low, and permitting business to be conducted with a small group of members who may not be representative of the full organization. If a quorum is based solely on a percentage of the members who have registered at the convention, this theoretically means that even a single person (if he is the only one to show up and register) could conduct the business of the convention. I think we would all agree that this would not be a good thing for a society with membership meetings (instead of a convention). I don't know why it would be a good thing for a convention either. It is correct that RONR provides that a majority of the registered delegates is the quorum if the organization's rules are silent. RONR's default rules for quorum aren't really recommendations, however, they are simply defaults. Instead, what RONR recommends for a quorum is as follows: "To accomplish their work, voluntary societies that have an enrolled membership generally need a provision in their bylaws establishing a relatively small quorum—considerably less than a majority of all the members. In most such organizations, it is rarely possible to obtain the attendance of a majority of the membership at a meeting. Sometimes the specification of a quorum is based on a percentage of the membership; but such a method has the disadvantage of requiring recomputation and may lead to confusion—for example, when the secretary, or other officer who is in a position to certify as to the current number of members for purposes of the percentage calculation, is absent. There is no single number or percentage of members that will be equally suitable as a quorum in all societies. The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions." (RONR, 11th ed., pg. 346) While this is written principally with full membership meetings (rather than conventions) in mind, I believe the advice (especially the last two sentences) is applicable to conventions as well. Certainly, some modifications must be made for conventions. For a convention, my recommendation would be that the quorum requirement should contain two components, both of which must be met in order for a quorum to be present: A component which is based on a fixed number or a proportion of the registered delegates. A component which is, in some manner, based on the full society. In a convention, this should probably be expressed somewhat differently than in a membership meeting. Some options include: It could be based on the number of delegates, whether a fixed number of delegates or a proportion of the total number of possible delegates. It could be based on the number of constituent organizations which are represented (that is, having a delegation of at least one delegate), whether a fixed number of them or a proportion of the total number of constituent organizations. With all that said, that doesn't mean that the second component (or the first component, for that matter) should be set especially high, but they shouldn't be set too low either (e.g. one person). Personally, when looking at setting quorum requirements for an organization, I tend to advise keeping these principles in mind: To look at a lower bound for what to set the quorum at, imagine there is a blizzard or something. Most members stay home, but one member shows up and he now has the full power of the organization. Are you comfortable with that? If not, imagine two people showed up instead, then three people, and so forth. Keeping adding people until you reach a number you're comfortable with. To look at an upper bound for what to set the quorum at, look back at past attendance. What is the lowest attendance the assembly has ever had - barring extremely unusual circumstances, like a major snowstorm or hurricane? My advice would be to set the quorum requirement somewhere between those two numbers. If for some reason the lower bound ends up being higher than the upper bound, then it suggests the organization either has some trust issues or some major attendance problems, or both. The other principle is that, when in doubt, it is better to err on the side of setting a quorum requirement which is too low than one which is too high, since the former is much easier to fix.

No, unless authorized to do so by your organization's rules.

I think (as usual) the question about whether resolutions, as a general matter, are "retroactive" is not a helpful question and is not really what is being asked. It appears that what is really being asked is whether an organization may adopt a resolution which orders the payment of fees which have been incurred prior to the date the resolution was adopted. I see no reason, as a parliamentary matter, why the organization cannot do so. It would be best to specify in the resolution whether this is what is intended or if it is intended to only require the payment of fees incurred after the adoption of the resolution. If the resolution is unclear, it should be amended to clarify this matter. If the plaintiffs are members of the organization, however, it seems to me the resolution is not in order unless the bylaws authorize fines or assessments of this nature. "Members cannot be assessed any additional payment aside from their dues unless it is provided for in the bylaws." (RONR, 11th ed., pg. 572) "Punishments that a society can impose generally fall under the headings of censure, fine (if authorized in the bylaws), suspension, or expulsion." (RONR, 11th ed., pg. 643)

Okay. As I have said, it will ultimately be up to the organization to make these decisions. The only other parliamentary advice I would add is that (since it appears likely that attendance will be lower than usual in the event a physical convention is held), the organization will need to be sure to review its quorum requirements to determine if it will be feasible for a quorum to be present, and be prepared to use the options available in the absence of a quorum (such as adjourning the meeting to a later date and time) if that becomes necessary.

I would suggest that, given the ongoing global pandemic, to simply say that "Some people just don't like it" in regards to holding a physical convention may be a bit of an understatement. To be clear, nothing I have said should be interpreted as advising the organization that it should or must hold a physical convention. This is a decision that the organization will have to resolve for itself, and I would suggest that the organization principally make this decision based on the health and safety of its members and the public at large. In such unusual circumstances as these, it may well be that the organization determines that it is best to take action in violation of its bylaws, notwithstanding that it is not proper to do so. Quoting myself from another thread (this involved the question of canceling a meeting rather than holding an online meeting, but I think the advice still applies). Finally, since there appear to be at least some members who strongly disagree with the possibility of improperly holding the convention online, I strongly reiterate my earlier suggestion for the OP to consult an attorney. It may also be advisable for the organization to hire a professional parliamentarian to review its governing documents in full and provide further advice on this matter.

The key is not whether the members support holding the convention electronically, but whether they support the business actually conducted at the improperly held electronic convention, since that will be the question before the assembly when a motion is later put forward to ratify those actions.

No. The bylaw amendment would need to be adopted at an in-person meeting. You can't adopt a bylaw amendment at a meeting which is (under the current bylaws) invalid. I would first seriously consider whether the convention absolutely needs to meet at this time. You say that boards and committees are able to meet electronically. It may be that the board has the necessary authority in the bylaws to conduct the necessary business. As for matters which are likely reserved for the convention (such as the election of officers), there may be solutions to that as well. For instance, the bylaws might provide that the officers shall serve "until their successors are elected." If it is absolutely necessary to have the convention itself meet, then the organization could take the following steps, although it must be understood that this should be used only as an absolute last resort. The "convention" meets electronically as you suggest, notwithstanding that it is prohibited from doing so. The chairman should explain everything below, so those members who do not wish to put themselves at risk can leave if they wish to do so. The "convention" conducts only business which absolutely must be conducted by the "convention" at this time - that is, the business in question cannot be conducted by the board and cannot wait until the next convention. In addition, attempt to seek the greatest support possible for all decisions made. When the convention actually does meet properly again (at an in-person meeting with a quorum present), adopt a resolution ratifying the decisions made at the previous "convention" (or more precisely, the actions taken by the board and the society's officers to carry out those decisions). If all of this is done, then when the motion to ratify is adopted, everything is now "above board" as a matter of parliamentary law. The reason I suggest using this option as a last resort - and even then, limiting the use of this tactic to the greatest extent possible - is because if the actions are not ratified, the consequences can be quite severe. Any of these actions are actions of individuals, not of the organization, unless and until they are ratified. As a result, the individuals responsible are taking these actions at their own personal risk, opening themselves up to (for example) the society disciplining them or ordering them to repay any unauthorized expenditures, if the actions are not ratified. Finally, since you also asked whether this would hold up in court, I again note that I am not an attorney and cannot provide legal advice. If there is a concern that someone might try to challenge this in the courts, you should consult an attorney for legal counsel.

Could you clarify your statement that "The person who won the election resigned BEFORE that term was to begin, so never took that seat." Was this person present at the election and declined at that time? Alternately, was this person absent at the time of the election, but immediately declined when they learned of the election? Or did the person originally accept the position and change their mind some time later? If the person declined at the time that they learned of their election, this is an incomplete election which is to be completed by the same body which held the initial election. What happens next (in the event this body will not meet until after the term begins) depends on what your bylaws say regarding the term of office. If the person originally accepted the office and later changed their mind, then I concur with Mr. Novosielski that while no vacancy exists at this time, a vacancy will exist when the term begins. As a consequence, the same rules can be applied as if the resignation happened after the term had begun. Additionally, RONR has no rule preventing an organization from preemptively filling a vacancy, so the board (assuming your constitution authorizes the board to fill vacancies) is free to select someone now, with the understanding that the appointment will not be effective until the start of the term. In any event, the runner-up certainly does not become the winner of the election. RONR does not directly address these questions. As to the question of whether the "runner-up" suddenly becomes the winner, RONR notes the following... "If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice." (RONR, 11th ed., pg. 444) "A plurality that is not a majority never chooses a proposition or elects anyone to office except by virtue of a special rule previously adopted. If such a rule is to apply to the election of officers, it must be prescribed in the bylaws." (RONR, 11th ed., pg. 405) As Mr. Novosielski notes, it is not mathematically possible for the runner-up to have obtained a majority vote. As to the question of what occurs when a resignation happens prior to the beginning of the term, this is complicated, because RONR assumes that there is no gap between the election becoming final and the start of the term, so this is a bit of a question of bylaws interpretation. RONR does, however, say the following: "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 he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline. If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election. An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time. If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." (RONR, 11th ed., pg. 444) So RONR is clear regarding what to do if the member declines before the election becomes final. RONR also alludes to the possibility that the bylaws or other rules may specify "a later time" for an officer-elect to take possession of the office, but nothing in this sentence suggests that the existence of such a rule affects the time at which the election becomes final. As a result, it seems clear that the procedures in the foregoing paragraph are no longer applicable in such cases, and we can turn to the usual rules for filling vacancies. "The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly. For particular vacancies, see page 457, lines 22–30 (president-elect), page 458, lines 7–18, and page 575, lines 6–17 (president and vice-presidents). See also page 177 (vacancies in a committee)." (RONR, 11th ed., pgs. 467-468) It may matter, however, exactly what the bylaws say on this subject. You say that "Our constitution does address if a BOD member resigns mid-term, but does not address what happens in this situation where the term had not yet begun." It is conceivable that this provision is written in such a way that it limits the types of vacancies the board may act upon. What exactly does the constitution say on this subject?

This may well be a reasonable interpretation, but I don't think we have enough information about the organization's bylaws to say for sure, since all we have been provided is a brief paraphrase. As I have noted previously, the Principles of Interpretation in RONR will likely be of assistance. The key principle to start with, it seems to me, is Principle #8. "In cases where the bylaws use a general term and also two or more specific terms that are wholly included under the general one, a rule in which only the general term is used applies to all the specific terms. Where the bylaws provide in the basic enumeration of the classes of membership that "members may be active, associate, or honorary," the general term "member" is used to apply to all three classes of members. But if, in the article on Members, it is stated that members may be either active or associate members, or if that article simply describes "members" without classification, as in the Sample Bylaws, Article III (pp. 584–85), the term "member" applies only to those classes or that class of members, even if honorary members are provided for elsewhere—in which case honorary membership is not real membership. Similarly, if the bylaws provide for "elected officers" and "appointed officers," the word "officers" or the expression "all officers," used elsewhere in establishing the term during which office shall be held, applies to both the elected and the appointed officers." (RONR, 11th ed., pg. 591) So the first question is to determine whether this separate class of members is included under the general classification of "members" in the organization's bylaws. If it is not included, then we are told that this class "is not real membership." As a consequence, it would seem to me that such persons only have such rights as are granted by the organization or its rules. On the other hand, if it is determined that this class is included under the general classification of "members," then I fully agree that such members have the same rights as other members, except to the extent limited by the bylaws. Principle #6 appears to make this clear. "6) A prohibition or limitation prohibits everything greater than what is prohibited, or that goes beyond the limitation; but it permits what is less than the limitation, and also permits things of the same class that are not mentioned in the prohibition or limitation and that are evidently not improper. The Sample Bylaws, Article IV, Section 4 (p. 585) limits a member to holding one office at a time. This limitation carries with it, of course, the prohibition of holding more than two or three offices as well. The next clause in Article IV, Section 4 (p. 585) prohibits officers from serving three consecutive terms in the same office. Hence, an officer cannot serve four consecutive terms, but may serve two consecutive terms. Article IX of the Sample Bylaws (p. 588) limits amendments to the bylaws to those of which notice has been given and which are adopted by a two-thirds vote. Thus, the change of a single word is prohibited unless these conditions are met, and a revision of the entire bylaws requires that the same steps be taken." (RONR, 11th ed., pg. 590) Since the organization has (hopefully) read its bylaws and I have not, I will defer to them in applying these principles to interpret the meaning of their bylaws. Of course, the best solution would be for the organization to actually define in its bylaws what rights these quasi-members do (and do not) have - or better yet, stop bothering with this "non-voting" member nonsense altogether and simply invite these persons to attend and speak at meetings when and if it wishes to do so (which in my experience, is often really what organizations want to do, but are under the impression that they need to make people non-voting members in order to accomplish this).