Josh Martin

See FAQ #20 and Ch. XX of RONR.

I do not think it is quite correct to say that this "takes away" the power of the board. When an executive committee is authorized to conduct business "between meetings of the board," then its decisions may ultimately be overturned by the board if it wishes to do so. (Conversely, the executive committee may not overturn any decisions made by the board.) So the executive committee is really just borrowing the power of the board, not taking it away. With that said, I do not think it is accurate to say that RONR recommends this. RONR leaves it at the society's discretion whether to establish an executive committee, and if so, how much power should be granted to the executive committee. Some factors in this decision may be how frequently the full board meets, how quickly and easily a special meeting of the board can be assembled, whether either of these bodies are authorized to meet electronically (and whether it is practical to do so given their sizes). As noted in the citation above, RONR notes that it is "usual" to establish an executive committee with most or all of the power of the board between board meetings if the board is large or if its members must travel great distances to meet, but this statement would not apply to all boards, and noting that it is "usual" reads to me as more of an observation than a recommendation.

That’s up to the board. Board members have a right to be present regardless of how they became board members.

If there are late ballots, such ballots are discarded, not counted as illegal votes. I concur with Mr. Merritt, however, that is not clear from the facts presented that the ballots in question are, in fact, late.

Yes, that's pretty much what it comes down to. "A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it. The amount of regular power delegated to an executive board under the bylaws varies considerably from one organization to another." (RONR, 11th ed., pg. 482) I have no idea whether the board has the power in question since you haven't cited anything from your bylaws on what the board's powers are. The President might have the authority to take this action, since apparently the President "shall have the authority to order or instruct when emergency actions are necessary." I don't think anyone would argue over whether the current situation constitutes an emergency, so the only remaining question is what particular actions the President can (and cannot) take in the event of an emergency. It is ultimately up to the organization to interpret its own bylaws.

Since the rule states that "six voting members... shall be elected at the annual meeting for a term of one year" it seems to me that ex officio members are not included in the six members mentioned in the rule, since ex officio members (by definition) are not elected, but serve by virtue of some other position.

Apparently, an e-book version of the 12th edition will be available, however, I do not know what the expected release date is.

Do your bylaws authorize this? Or was there emergency legislation on this too? Well, that's interesting, but that doesn't necessarily help with meeting by conference call. Unless the society is authorized to meet by conference call, the only persons who are present (and able to vote) are those who are physically present in the same room or area. I suppose a potential workaround, if the organization is not authorized to meet electronically, would be to "informally" meet electronically to handle the elections, and then have one person present at the formal meeting to conduct the actual elections (electing whoever was decided on at the informal meeting). It seems this would work, under the emergency legislation which permits a quorum to consist of whomever is present. Just make sure you really trust that person. How do you handle this in ordinary circumstances? I think I need to understand that before we can develop a plan to adapt this to an electronic meeting. Yes, certainly the number of board members to be elected should be determined prior to electing the actual board members. Again, I think I need to first understand how your organization normally meets it requirement of electing directors from both buildings before I can provide advice on this matter.

Yes. They should be kept separate, particularly if the assembly has a rule or custom generally permitting executive session minutes to be accessible to persons who are not members of the assembly. Minutes of an executive session are accessible only to members of the assembly. The vote may be taken in executive session. Minutes certainly "are not intended to be a word for word recording of the entire meeting." Your version is closer, but still includes too much. Officer reports are not included. Certain motions and votes are recorded, but not all of them. See RONR, 11th ed., pgs. 468-471 for more information on the content of the minutes.

Do your bylaws authorize email voting? What exactly do your bylaws say about when the annual meeting is held? What exactly do your bylaws say regarding the term of office for board members?

Whether and when the vote is "legally binding" is a question for an attorney. I agree that, as a parliamentary matter, the result of the vote is final when it is announced by the chair, and whether or not it has been signed by (say, a notary) has no bearing. There are also guidelines in RONR concerning timelines for requesting a recount or raising a Point of Order. This member's suggestion has several layers of problems. Generally speaking, a Point of Order must be raised at the time of the breach in order for it to be timely. In some particularly egregious cases, however, a violation constitutes a continuing breach. In such cases, a Point of Order may be raised at a later time (even months or years later). There are also rules governing the timelines for a recount. These rules are discussed in RONR, 11th ed., pgs. 250-251, 408-409, 418-419. Alternately, if members acknowledge that the decision was valid but wish to rescind the unexecuted portion of the decision, there are rules for that. The member's objective "to empower members months or even years later to challenge a decision made" (for reasons other than those for which this is already possible) is likely unwise. The timeliness requirement exists for very good reasons - it is not helpful for the society's decisions to be challenged months or years later on the basis of minor irregularities. Even to the extent that the society felt this was a worthwhile goal, however, the member's proposed solution doesn't make any sense. If it is desired to permit members to challenge decisions at a later time, it would make the most sense to adopt rules permitting more leniency in the timeliness of Points of Order, not to invent meaningless and arbitrary requirements, and to then make those meaningless and arbitrary requirements the basis for the challenge. It is also not at all clear to me that, even if this rule was adopted, it is actually true that a "decision is null and void if such affirming documents such as the notary are not present." I am not certain that failure to have such a signature would be a continuing breach as a parliamentary matter, so if this is what is desired, this should probably be explicitly stated in the rule. (Failure to have these signatures (if required by the bylaws) may or may not have legal implications, but that is a question for an attorney.) No, I agree entirely.

No rule in RONR would prohibit it. It is possible that the organization's rules or applicable law (for certain organizations, such as public bodies, HOAs, and the like) may provide otherwise.

I would first note that, in my view, the phrase "written notice," in and of itself, does not mean that notice must be delivered by US mail. The term "written notice" as it is used in RONR includes forms of electronic communication (provided the member has agreed to receive notice in that manner). In my opinion, however, the way the rule in RONR is written suggests it is an "opt-in" system, so if it is desired to change it to an "opt-out" system, that would require an amendment to the bylaws. (Of course, it is also ultimately up to the organization to interpret its own bylaws. So if the organization interprets this provision to mean that the notice must be delivered by US mail, then that is what it means.) Unless the organization's rules provide otherwise, the organization's obligation is fulfilled when the notice is sent.

Yes, but again, please clarify the situation here. Which of these is the case? This is the first constitution ever adopted, and it has not been ratified by the Trustees. A constitution (which did not include term limits) was ratified by the Trustees at some time in the past. Subsequent to that, a revised constitution (which includes term limits) was adopted, and that constitution has not been ratified. I think this is a very important distinction. If it is the latter case, I entirely concur with Dr. Kapur. If and when the revised constitution is ratified the revised provisions will immediately take effect, unless a proviso was adopted stating otherwise (and it appears this was not done). As a result, any time served by current senators will "count" toward the term limits, and any senators who are already in excess of the term limits will immediately lose their positions. On the other hand, if this is the first constitution ever adopted, that is a very different situation. The adoption of the constitution is what makes the organization exist in a parliamentary sense. If it is required for a constitution to be ratified by the Board of Trustees in order to be final (which is what you appear to be saying), then this is not complete until the constitution is ratified. As a result, any persons who claim to be currently serving as senators are not really senators at all since there is no Faculty Senate, and as a consequence, the terms they are not currently serving will not count against the term limits.

Well, if your bylaws do not have their own rules regarding the disciplinary process (which seems... unclear), then based on these facts, removal of a director would require formal disciplinary procedures by the same body that elected the position in the first place. Certainly, those directors which are elected by the membership may be removed only by the membership. I am inclined to agree that the directors which are elected by the board could be removed by the board. A trial is not the first step in the disciplinary procedure, however, it is the last step. So the board member should not call for a trial. Rather, he should call for an investigative committee. See RONR, 11th ed., pgs. 654-668 for more information on disciplinary procedures.

It's starting to sound like the statement that your bylaws are silent on discipline is not exactly accurate. So what exactly do your bylaws say about disciplinary procedures? Failing that, what do your bylaws say regarding the term of office for directors? Please quote exactly. I certainly agree that the President has no authority to discipline a director. I have no idea whether the rest of this is correct, since I have not yet received answers to my questions.

The first paragraph of the minutes includes the kind of meeting (regular, special, etc.), the name of the society or assembly, the date and time of the meeting (and the place, if it is not always the same), the fact that the regular chairman and secretary were present (or the names of the persons were substituted for them. All of these things are still applicable for a meeting without a quorum. (Ordinarily, the first paragraph also contains information regarding the approval of the minutes of the previous meeting, but that can't be done in the absence of a quorum.) The last paragraph includes the hour of adjournment. This is still applicable for a meeting without a quorum. All the paragraphs in the middle involve the business that was conducted, so there won't be any of those. So the minutes might look something like this: "The regular monthly meeting of the L.M. Society was held on Saturday, April 11, 2020, at 8:30 P.M., at the Society's building, the President being in the chair and the Secretary being present. The meeting was adjourned at 9:00 P.M." While RONR does not strictly require it, some people advise adding a note that a quorum was not present. If you do this, I suggest placing it at the end of the first paragraph. No. Yes. See RONR, 11th ed., pgs. 468-473.

I would note that in an ordinary meeting, the Previous Question could theoretically be called before any discussion has begun, although this could be done only if the motion maker is the one who is making the motion for the Previous Question, or if the motion maker otherwise does not wish to speak to his motion. The motion maker has preference in recognition over other members, and recognition is required to move the Previous Question. How this would apply to an email discussion is not entirely clear to me, but it's something to work with. Making motions and voting by email is not permitted at all unless it is authorized in the organization's bylaws. So if the organization has not authorized this in its bylaws, that makes the question regarding the previous question moot. If the organization does adopt rules authorizing conducting business in this manner (which RONR strongly recommends against), the group should also adopt rules defining how this works, since RONR has no idea. Such rules should address this question (and many others). If the organization has failed to adopt rules clarifying this matter, the organization will have to interpret whatever rules it does have on the subject, unless and until the organization actually adopts rules on this subject. "A deliberative assembly—the kind of gathering to which parliamentary law is generally understood to apply—has the following distinguishing characteristics: ... The group meets in a single room or area or under equivalent conditions of opportunity for simultaneous aural communication among all participants." (RONR, 11th ed., pg. 1) "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) "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." (RONR, 11th ed., pg. 97) "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. It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting. Therefore, a group that attempts to conduct the deliberative process in writing (such as by postal mail, e-mail, "chat rooms," or fax)—which is not recommended—does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law." (RONR, 11th ed., pg. 98)

What is the exact wording your bylaws use to define the term of office for directors? Well, maybe. We're dealing with directors (which are classified as officers in RONR), so there is one procedure which is complicated and one that is relatively simple. Which procedure to use depends on the wording for the term of office of the directors.

It should first be noted that online meetings are not permitted unless they are authorized in the bylaws. (I also agree that this is "difficult" if there are 200+ delegates - indeed, I think that is an understatement.) Notwithstanding the fact that there are no explicit provisions in the bylaws regarding canceling or rescheduling the meeting, it might still be possible to cancel or reschedule the meeting in advance, depending on what the bylaws say regarding when the annual meeting is held, how it is scheduled, etc. In the event that it is not possible to cancel or reschedule the meeting in advance, another option is to still technically hold the meeting, tell people not to attend, and that the meeting will be rescheduled. There are some actions which may be taken even in the absence of a quorum. One of them is to schedule an adjourned meeting. So if even one person shows up to the meeting, they could adopt a motion "To adjourn the meeting until the call of the (board/President/etc.)". Perhaps the meeting location could be changed to that member's home to make it easier. It would also be desirable to know what the bylaws say regarding the terms of officers. Depending on what they say, additional steps may (or may not) be necessary to ensure the continuity of officers.

Alternately, perhaps at the upcoming meeting, the board (if it has the authority to do so and it is possible to provide any required notice in time) could amend the bylaws to permit electronic meetings, authorize the board to cancel meetings, or both.

Well, that does seem to answer the immediate question - it is possible for the member to change his vote. The procedures should be modified in the future, however, so that the tabulator does not know how each member voted.

I concur generally with the idea that a secret ballot vote cannot be changed once cast. I would note that in the particular case of a mail vote, however, it may or may not be feasible for a member to change their vote, depending on the procedures the society uses for the mail vote and where the society is at in that process. To the best of my knowledge, there is no rule in RONR explicitly regarding this subject.

I am not aware of such software. Most meeting software I am aware of incorporates (at most) tools for items such as gaining recognition, voting, and real-time display and editing of the motion(s) pending before the assembly. Items such as determining what motions are pending, what motions are in order, etc., generally remain the responsibility of the chair and the parliamentarian (if there is one). There is a CD-ROM of RONR, which allows easily searching the text, but it does not provide any functionality beyond that. I also understand that the 12th edition will have Kindle versions available. Frankly, I am rather doubtful that they use software for this purpose. I know that both houses have a Parliamentarian (with multiple assistants), who advises the presiding officer. They presumably have electronic devices for the purpose of accessing and searching the extensive rules of these bodies, but I don't think they have software which does the advice for them. It should also be noted that neither the US Senate nor the US House of Representatives use RONR. As I have noted above, generally such support takes the form of a person rather than software. This person is called the parliamentarian.

As you note, electronic meetings are not permitted unless so authorized in the bylaws. Additionally, even if it were possible to amend the bylaws and to adopt additional rules governing such meetings, holding such meetings for larger assemblies (such as a meeting of 200 delegates) is often simply impractical due to limitations of the technology and other issues. Many meeting software options, for example, simply do not support such a large number of attendees, and even for those that do, there will be technical limitations due to the members' network connections, the capabilities of their computer, what video equipment they have available, and so on.