Josh Martin

No (unless your bylaws authorize the board to do so).

Yeah, I went back and read that part. For future reference, only the general membership can complete its own elections and only the general membership can decide to recess a meeting of the general membership, and also, meetings of the board can only be called in accordance with your rules - they probably can't be called with zero minutes of notice. If the membership couldn't complete the election due to a lack of quorum, it would need to wait until a meeting of the membership with a quorum. It should also be noted that you can't meet online unless authorized to do so by your bylaws. Under other circumstances, it might be possible (depending on what the bylaws say) for the board to fill the vacancy temporarily until the election could be completed, but in this case, the Vice President would simply serve as President until the election could be completed. In any event, the board can't complete the election and have the general body confirm the candidate in the fall. So to sum up, this seems to be where you stand now: The election was (improperly) reconsidered, but this can only be fixed by the membership. As a result, the first election is no longer effective until this is fixed. A second election was (improperly) conducted by the board. This part (but not reconsideration) could be fixed by the board, but it's probably a moot point since this person resigned anyway. It may be some time before it is possible for the general body to meet. So it seems to me that the Vice President will serve as President until the general body can fix this, at which time the originally elected President will resume his position as President.

You may make such a request, but it is at the board's discretion whether to grant it (majority vote if there is disagreement). RONR has no specific rules regarding the recording of a single member's vote, but it is ultimately up to the assembly to determine the content of its minutes. Alternately, you could move that a roll call vote be taken, in which case every member's vote would be recorded, including yours. Unless your rules provide otherwise, this requires a majority vote.

As I must reiterate again, voting by email is prohibited unless authorized by the bylaws. If it is authorized, the organization should adopt its own rules for the procedure. If it is not authorized, all other questions regarding email voting are moot. With that said, to the extent that email voting is authorized by the bylaws and that such a request is in accordance with the organization's rules governing email voting, I do not think it is unreasonable, "to ask for a motion, second, and then an actual vote of Yes or No?" Under the procedures for unanimous consent in RONR, a member has the right to demand a formal motion and vote, although it is not clear whether (or to what extent) those procedures are applicable to email voting. I would also add that, under the small board rules (RONR defines a "small" board as one in which there are not more than about a dozen members), seconds are not required, although it is ultimately up to the board to choose to what extent it uses the small board rules. Yes, in my experience. The fact that "most" boards do something a particular way, however, doesn't mean it's a good thing.

No, the error happened when the motion to reconsider was made. But if the board was the body that made the error, it could also be the body to fix it. So if the board made the motion to Reconsider and conducted the second election (neither of which it should have done, not only because of the reasons noted above but also because the board can't change an election conducted by the membership), then a Point of Order regarding this issue may be raised at a meeting of the board. Apparently, however, that's not what happened. The board could still raise a Point of Order regarding the second election (although that may be a moot point if that candidate has already resigned), but a Point of Order regarding the motion to Reconsider will have to be made at a meeting of the membership. They can raise a Point of Order regarding the second election. The fact that they were not members of the board at the time of the election is immaterial. It's not clear that this will accomplish much, however, since the person who was elected in the second election has already resigned. A Point of Order regarding the motion to Reconsider may only be raised at a meeting of the membership. I'm also very, very confused about why the general body did not proceed to conduct the second election immediately after adopting the motion to reconsider, and as to why the executive board thought it could complete the general body's election For future reference, only the general membership can complete its own elections and only the general membership can decide to recess a meeting of the general membership, and also, meetings of the board can only be called in accordance with your rules - they probably can't be called with zero minutes of notice. If the membership couldn't complete the election due to a lack of quorum, it would need to wait until a meeting of the membership with a quorum.

Maybe. Special meetings may only be called in accordance with the rules in the bylaws for calling such meetings. The bylaws may only be amended in accordance with the rules in the bylaws for their amendment.

Hm, that's a good point. Perhaps the board's error in conducting the second election will help to more swiftly resolve this matter. It's not entirely clear, however, whether the motion to Reconsider was made at a meeting of the general body or at a meeting of the executive board.

It doesn't matter at this point. Even if it were moved by someone who did not vote on the prevailing side, that would not be a continuing breach. (And it seems like the motion to Reconsider is null and void anyway.) I don't think it matters now since the second election was invalid for other reasons, but I would note that even if the first election had been properly reconsidered, the vote after reconsideration would be conducted by the same body as the first election. The motion to Reconsider (even in the limited circumstances it is in order for an election) can also only be made during a meeting of the body which conducted the first election. Well, it doesn't necessarily have to be a non-executive board member. It just has to be raised by a member of the general body. It may well be that some people are members of both bodies. It is correct that it would have to wait until the general body meets. Based on these additional facts, it seems to me that my original advice remains correct. The motion to Reconsider is null and void, however, this decision may only be made at a meeting of the general body. For future reference, the fact that it is believed "that these two factors in conjunction had skewed the election" has no relevance regarding the validity or finality of the election. If the assembly wished to take action regarding "alleged bias and sexist comments," the proper course of action would be formal disciplinary procedures, not to reconsider the election or to raise a Point of Order regarding the election. I don't quite understand what you mean by "everything that occurred." Certainly the motion to Reconsider and the second election are null and void. I don't know what other things you're asking about. There is no basis in RONR to invalidate an election, especially one which has already been completed, because of "comments made" or based on a general claim that the election was "unfair." So if you raise a Point of Order (during a meeting of the general body) that the election was null and void on that basis, the chairman should rule the vote not well taken, and this ruling should be sustained if an appeal is taken. (Unless, of course, there is something in your organization's rules providing otherwise.) If the assembly wishes to take action regarding these comments, the proper course of action is disciplinary procedures. Check your bylaws or see Ch. XX of RONR if your bylaws are silent on this matter. Nonetheless, if the chairman (incorrectly, in my view) rules the election null and void on these grounds, and this ruling is not appealed (or is sustained on appeal), the next course of action would be for a new election to be held by the general body. Yes, although in my opinion, this is not the correct decision. No. (And for that matter, the Point of Order in question should be ruled not well taken even if it is raised before the candidate accepted.)

Well, it would be a reasonable position if the circumstance is that the chairman asked something to the effect of "Is there any objection to purchasing Zoom professional on a monthly basis for "virtual" meetings?" Although as noted above, there are complications involved with conducting business by email (even if it is authorized by the bylaws, and we have not yet been told whether it is). There is also the matter that the motion itself is to purchase software for videoconferencing, and we haven't been told whether that is authorized either.

It is rather difficult to ignore the question of email. For what it is worth, it is possible to conduct business by "unanimous consent" in RONR. In such circumstances, although a failure to reply is not considered a "Yes" vote, the effect is similar. It is important to note that a key step in this process is for the chairman to ask whether there are any objections, so that members know that they have the right to object if they wish to do so. See RONR, 11th ed., pgs. 54-56. I don't know to what extent, however, this answer is applicable to email voting, since it's a very different process. In an in-person meeting (or even in a meeting conducted by teleconference), it can be ascertained quite easily whether members are objecting or not, since they have all heard what the chair has said and can promptly respond if they wish to do so. When meetings are conducted by email, however, it's not clear whether a failure to respond means that the member is not objecting or means that they simply haven't read the email yet. As a result, assemblies which authorize conducting business by email really should adopt their own rules governing that procedure, in order to address questions like this one. "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) Okay, but using video conferencing or email to conduct business is not permitted unless these method(s) are authorized by your bylaws, whether you support it or not.

Yes. If, for instance, the election was conducted by the general membership, the Point of Order may only be raised at a meeting of the general membership. There is no such thing as an "informal" Point of Order in parliamentary law, so I don't think it matters much whether these complaints are considered one or not. If the Point of Order is raised during a meeting of the body which held the election, the chairman should rule on the Point of Order (either well taken or not well taken), and explain his reasoning for his ruling. In my opinion, the Point of Order should be ruled well taken, for the reasons I have explained above. A member may Appeal from the chair's decision if he wishes to do so. If the appeal is seconded, the decision is placed in the hands of the assembly, and is subject to debate. When it comes time to a vote, the chair states the question as "Shall the decision of the chair be sustained?" A majority vote in the negative is needed to overturn the chair's ruling. If the Point of Order is raised during a meeting of some other body (say, the election was conducted by the general membership and the Point of Order is raised at a meeting of the board), the chair should rule the point not well taken on the grounds that the assembly which is presently meeting lacks the power to decide this question, but should inform the member that he may raise the Point of Order at a meeting of the proper assembly. Mr. Elsman and Mr. Kapur raise a fair point that there are circumstances in which the motion to Reconsider may have been in order. My assumption was that the candidate was present at the time of his election (and did not immediately decline).

I don't think semantic arguments over the meaning of the word "place" are the problem here. Rather, it seems to me that the problem is as follows: 1.) If the organization has adopted RONR as its parliamentary authority, RONR clearly notes that electronic meetings are prohibited unless authorized by the bylaws. I think one could quite reasonably argue that the word "place" does not prohibit the convention from meeting online, but to suggest that the word "place" authorizes the convention to meet online... seems like a bit of a stretch. If the bylaws do not authorize the convention to meet online, it cannot do so. Additionally, whatever the word "place" means in your bylaws, it is clear that the words "one room or area" in RONR refer to a physical location at which members are physically present. "Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined on pages 81–82, a single official gathering in one room or area—of the assembly of its members at which a quorum is present. Among some organizations, there is an increasing preference, especially in the case of a relatively small board or other assembly, to transact business at electronic meetings—that is, at meetings at which, rather than all participating members being physically present in one room or area as in traditional (or "face-to-face") meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone. A group that holds such alternative meetings does not lose its character as a deliberative assembly (see pp. 1–2) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present." (RONR, 11th ed., pg. 97, emphasis added) 2.) You say that your bylaws "allow for boards and committees to conduct business via teleconference and video conference." By extension, this suggests that assemblies which are not boards and committees (such as the convention) are not authorized to conduct business via teleconference and video conference. "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited." (RONR, 11th ed., pgs. 589-590, emphasis in original) The presumption is that the rule was written as it was for a reason. If the intent was to allow all assemblies of the society to meet by teleconference or videoconference, the rule would have said so. Since the rule specifically calls out "boards and committees," however, the presumption is that the rule is limited to boards and committees. With that said, it is correct that "Each society decides for itself the meaning of its bylaws." (RONR 11th ed., pg. 588) Personally, however, I do not find the argument that the bylaws authorize the convention to meet by videoconference to be persuasive. (Although I should add the caveat that this advice is based on a brief paraphrase of the organization's bylaws, and a careful review of the exact wording of the bylaws would be necessary for a definitive answer.) It is "above board" as a parliamentary matter, in the sense that the society is the ultimate judge of its own rules in parliamentary law, however, I do not personally find the assembly's interpretation compelling based on the facts provided (in part because the chair and the assembly seem to be focused on the wrong issue). I don't have the slightest idea. That is a question for an attorney.

Unless authorized by the organization's bylaws, the organization may not conduct its business by email (or by Zoom, for that matter), whether or not there are objections. If the organization's rules authorize conducting business in this manner, then those rules should answer your question.

This is a continuing breach, and it is therefore not too late to raise a Point of Order. It is not a violation of a fundamental principle of parliamentary law, but it is a continuing breach for a different reason. Since an election may not be reconsidered, the new election was a main motion which conflicts with a main motion previously adopted and still in force (the previous election). "The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach. Instances of this kind occur when: ... b) a main motion has been adopted that conflicts with a main motion previously adopted and still in force, unless the subsequently adopted motion was adopted by the vote required to rescind or amend the previously adopted motion," (RONR, 11th ed., pg. 251) The latter part of this citation is not applicable here since an election cannot be rescinded or amended by any vote. "The motions to Rescind and to Amend Something Previously Adopted are not in order under the following circumstances: ... c) When a resignation has been acted upon, or a person has been elected to or expelled from membership or office, and the person was present or has been officially notified of the action. (The only way to reverse an expulsion is to follow whatever procedure is prescribed by the bylaws for admission or reinstatement. For the case of an election, see pp. 653–54 regarding removal of a person from office.)" (RONR, 11th ed., pg. 308) "Otherwise, an election may be contested only by raising a point of order. The general rule is that such a point of order must be timely, as described on page 250, line 30 to page 251, line 2. If an election is disputed on the ground that a quorum was not present, the provisions on page 349, lines 21–28, apply. Other exceptions to the general timeliness requirement are those that come within the five categories listed on page 251, lines 9–23, in which cases a point of order can be made at any time during the continuance in office of the individual declared elected. For example: ... If there was a previously valid election for the same term, the subsequent election of another is the adoption of a main motion conflicting with one still in force." (RONR, 11th ed., pg. 445) When a Point of Order is raised, the chairman would rule on the Point of Order, and the chairman's ruling may be appealed from. Of course, if the chairman's ruling is correct, his ruling should be upheld on appeal. When a continuing breach is involved, a Point of Order may be raised at any time during the continuance of the breach. In this case, the breach would continue for the entire term of the properly elected President, which I understand is ongoing. The fact that this is "business from the previous year" is irrelevant. In addition to all of the above, I would add that a Point of Order regarding the election may only be raised at a meeting of the body which elected the President, unless the organization's rules have specifically authorized another body to make such decisions. "Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute." (RONR, 11th ed., pg. 446)

The National Association of Parliamentarians and the American Institute of Parliamentarians provide referral services.

In RONR, the world is neatly divided into members and non-members. Members (including ex-officio members) have all the rights of membership (including the right to vote), and non-members have none of the rights of membership. If your organization chooses to create something in between a full member and a non-member, your organization will have to figure out what rights such persons have. In the long run, the bylaws should be amended to resolve any ambiguity. In the interim, the organization will have to interpret its current rules as best as it can. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

Based on these facts, I agree that this is the best solution, and while a careful review of the bylaws would be necessary to say for certain, I don't see any problems with it at this time. I am inclined to think that the Assistant Treasurer can, at a minimum, perform the administrative duties of the Treasurer, since the position was presumably created for the exact purpose of assisting the Treasurer with those duties (or performing them in his absence). We are told that the bylaws explicitly grant the Assistant Treasurer signature permission, so that's covered. I would still advise adopting a resolution regarding the specific duties and authority you wish to grant to this person, to avoid any ambiguity, but that resolution can be shortened somewhat in this case, since it will not be necessary to repeat any duties and authority the bylaws already assign to the Assistant Treasurer.

If by "emergency meeting" you mean a special meeting which has been properly called in accordance with the rules established in the bylaws for special meetings, then yes, provided that the voting is related to items included in the call of the meeting, or to "the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting." (RONR, 11th ed., pg. 93) If you mean something else, then no.

I don't think putting the word "Acting" in front of it solves the problem at all. It just adds the additional problem that there is no such thing as an "Acting Treasurer" in RONR - you're either Treasurer or you're not. An organization can't get around its vacancy-filling rules just by adding the word "Acting." It may well be possible for the board to appoint one or more persons to perform some or all of the Treasurer's duties until the vacancy can be filled, depending on precisely what those duties are and what the bylaws say concerning these duties. Such person(s), however, are not the Treasurer, acting or otherwise, and the position will not be filled until it can be filled in the manner the bylaws prescribe. As to what duties can and cannot be assigned to others in such cases, this is ultimately a question of bylaws interpretation, but I am generally inclined to think that the administrative duties of the Treasurer (e.g. signing checks, collecting dues, and so forth) can be assigned to another person in the event there is a vacancy in the office which cannot be filled in a timely manner. I assume these are the sorts of duties the society is principally concerned with. On the other hand, if the bylaws provide (for instance) that the Treasurer is, ex officio, a member of the Board of Directors, or of certain committees, it seems to me that would apply only to the person who actually is the Treasurer. Other cases might be more of a judgment call. I would suggest for the sake of clarity that the resolution adopted regarding this manner clearly specify what duties of the Treasurer these person(s) shall be performing.

No, unless your bylaws so provide.

In that event, these persons are not members of the Executive Committee at all, and have no rights whatsoever. The Executive Committee could permit them to attend meetings or even to speak in debate, but it is not obligated to do so, and the Executive Committee would be free to adjust this decision on a case by case basis (such as permitting them to speak except during meetings held in executive session). If the organization wishes to make these persons members of the Executive Committee, it will be necessary to amend the bylaws. If the organization also wishes to limit their rights, it should clearly state what rights they do (and do not) retain.

For starters, as explained below, I have serious doubts regarding whether this rule is valid. Nonetheless, I'll answer this question anyway, since it's conceivable the organization will properly adopt such a rule in the future. So far as RONR is concerned, someone is either a member or they're not. It provides no guidance regarding the rights of "non-voting members." If an organization decides to create "non-voting members," it's up to the organization to define what that means. In the long run, your rules should be amended to clarify this matter. In the interim, the organization will have to interpret its rules as best as it can. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. It most likely means that the rule making these persons "non-voting members" is invalid to begin with. The society's other rules may not conflict with the bylaws. If the bylaws provide that these persons are members of the Executive Committee, then these persons are full members of the Executive Committee. This includes all rights of membership, including the right to speak in debate (even in executive session) and the right to vote. A lower-level rule cannot deprive the members of the right to vote. If your society wishes to make these persons non-voting members, it is necessary to specify this in the bylaws. It would also be best to define exactly what this means, as RONR does not define it. On the other hand, if the bylaws define the members of the Executive Committee (and do not include these members), the society's other rules may not add additional members. In that event, these persons are not members of the Executive Committee at all, and have no rights whatsoever. The Executive Committee could permit them to attend meetings or even to speak in debate, but it is not obligated to do so, and the Executive Committee would be free to adjust this decision on a case by case basis (such as permitting them to speak except during meetings held in executive session). If the organization wishes to make these persons members of the Executive Committee, it will be necessary to amend the bylaws. If the organization also wishes to limit their rights, it should clearly state what rights they do (and do not) retain.

"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 feel like I covered that.

It should first be noted that pretty much none of this is accurate so far as RONR is concerned. In RONR, ex-officio members have the right to vote and all other rights of a committee member. If they are under the control of the society, they also have all responsibilities of a committee member and count in determining a quorum. If they are not under the society, they keep their rights (but have no responsibilities) and do not count in determining a quorum. If a committee does indeed have a "non-voting" member, then such a person is not a member in the sense RONR uses the term. As a result, such persons would not count in determining a quorum (unless, of course, the organization's rules provide otherwise). With that said, however, the Municipal Code takes precedence over RONR. I'm not entirely certain, however, how much of what is in this paragraph is actually in your Municipal Code and how much of it is you guessing at what RONR says. Perhaps you should quote exactly. Yes, but an organization can have double standards and deny fundamental rights in its bylaws (or equivalent) if it wishes to do so. "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. 10)