Josh Martin

Is the word "emergency" in your bylaws? If not, I am not certain why you are hung up on whether there is a "true emergency" or the definition of this word. The rules regarding taking action at a special meeting without proper notice, and subsequent ratification of these actions at a later meeting, are the same regardless of whether or not those actions were taken due to an emergency. The existence of an "emergency" may affect members' decisions of whether to take such actions (and whether to ratify them), but this is not a parliamentary issue. If your bylaws have rules governing emergencies, then it is up to your organization to interpret its own bylaws. So far as RONR is concerned, your organization is free to ratify motions adopted at special meetings held without the required notice, whether or not those actions were taken due to an emergency. Ratification is not conditioned on a unanimous vote. A majority vote is sufficient, unless the original action would have required a higher vote, in which event the motion to Ratify requires the same vote. Whether or not the actions were taken due to an emergency has no bearing on the vote required to ratify the actions. I would note, however, that it is extremely unwise to habitually conduct business in this manner. When actions are taken at a special meeting which has not had sufficient notice, these are actions of the individuals, not of the society, unless and until they are ratified. The reason that we frequently caution societies to use this sparingly (such as in an emergency) is not because their ability to ratify these actions is limited to emergencies, but because there is great risk to the members if the actions are not ratified. If the actions are not ratified, the members who took the actions are personally responsible for them. So everything is well and good if the assembly keeps ratifying them every time, but it's a pretty big gamble the board is taking each time it does this.

For one thing, the election may not yet have occurred at the time of the last board meeting of the current members' terms, so it would be rather problematic to base the rule on that.

RONR notes that the amendments should be arranged in a logical order to avoid this problem from arising to begin with. In the event this nonetheless occurs, however, it appears the chair may simply announce that the latter amendment is dropped - no motion is necessary. "If notice is given of several amendments which conflict so that all cannot be given effect, the chair should arrange them in a logical order, much as in the case of filling blanks (12), generally taking the least inclusive amendment first and the most inclusive last so that the last one adopted is given effect. Such arrangement of the amendments can be altered by the assembly by a majority vote without debate. Adoption of such an arrangement by unanimous consent or a formal vote is not subject to a motion to Reconsider, nor may a later, separate amendment be offered as a substitute for a pending one. However, as already stated on page 592, all bylaw amendments of which notice was given should be considered, as a matter of the rights of their proposers, and a bylaw amendment is not dropped simply because it would conflict with one previously adopted. This procedure does not violate the normal parliamentary rule as might appear, because when any bylaw amendment is adopted, that amendment becomes a part of the bylaws immediately; and it is the bylaw language as thus amended, rather than the previous language, which any bylaw amendments subsequently considered would now propose to modify. If an amendment that has not been considered no longer presents a rational proposition because it was applicable only to language which has disappeared from the bylaws in this process, such a bylaw amendment must, of course, be dropped; but this situation should generally not arise if the amendments are taken up in proper order as indicated above." (RONR, 11th ed., pgs. 593-594)

So far as RONR is concerned, electronic meetings are only permitted if authorized in the bylaws. So I would recommend one of the following, depending on what is feasible for your organization in the present circumstances: Develop rules authorizing electronic meetings. Meet in-person one last time (ideally, with the bare minimum required for quorum) and swiftly adopt those rules. Then continue meeting electronically. Continue meeting electronically notwithstanding the lack of authorization to do so. Try to limit business to only that which is absolutely necessary and try to get as much support as possible for anything which is adopted. When it is possible to meet again in person, adopt a motion ratifying the actions taken during this time. The reason I suggest limiting business as much as possible is because there are pretty serious risks if the actions are not ratified, since anything adopted in this manner is the actions of the individuals involved (not the organization) unless and until they are ratified.

I am not aware of a list of states which allow electronic meetings. I am not certain what you mean by "emergency by laws." I would also be sure to check whether your organization's bylaws allow electronic meetings.

In the future, I think the body should probably still adopt bylaws. In the interim, does the legislation, or other rules of the organization, authorize the assembly to hold electronic meetings?

Yes. It should first be noted that RONR does not require the use of an approved agenda at all, and notes that many assemblies would do just fine using the standard order of business. Even if the assembly is one which should use an agenda, or which does so due to its own rules or customs, the fact that the agenda has not yet been adopted does not make motions to Suspend the Rules out of order. It should be noted, however, that suspending the rules requires a 2/3 vote (or unanimous consent) and may not be done by the chair unilaterally. This procedure was not proper, but the same objective could have been accomplished through use of proper procedures. Discussion is not in order without a motion pending. The rules could have been suspended for this purpose, but there is little point in doing so, because the motion to adopt the agenda (and motions to amend it) are themselves debatable. The proper procedure would have been to make the motion to adopt the agenda first, members could have offered amendments, and debate on the amendments would be in order, such as attempting to convince members that the item should not be added to the agenda. With limits on debate being enforced, however, perhaps the debate would not have taken an hour. Unless the assembly has its own rules on this matter, however, debating for an hour over whether to add an item to the agenda is likely a waste of everyone's time. No rule in RONR requires an item to be on the agenda in order to be considered. The purpose of an agenda under RONR is not to limit what items may be considered, but to ensure that the most important items are considered first. If the motion to add the item to the agenda is defeated, the member may simply make the motion under New Business, unless the assembly's rules provide otherwise. (I suppose another reason the placement of items on the agenda might be controversial is if the assembly has limited time, but in that event it's probably not wise to debate the agenda for an hour.)

RONR provides that a motion to Rescind is not in order "When something has been done, as a result of the vote on the main motion, that is impossible to undo. (The unexecuted part of an order, however, can be rescinded or amended.)" (RONR, 11th ed., pg. 308) It is not possible to "undo" any communications the Executive Director has already sent regarding this matter. It is possible, however, for the Executive Director (and others who act on the motion) to change any future communications on this matter to reflect the organization's new preferred date.

No.

Oh, that is unfortunate. Okay, since your bylaws state that officers serve "two year terms," period, and do not provide that they serve until their successors are elected, then the board members whose terms are ending shall end, and those positions will be vacant. Fortunately, the other officers (whose terms have not expired) will continue serving. So you'll still have a board. If your bylaws authorize the board to fill vacancies (and the board is still able to meet - perhaps your bylaws authorize it to meet remotely?), the board could elect persons to fill those vacancies, however, they would serve only until the elections can be completed.

As has been previously noted, a meeting is still held for the purposes of complying with an organization's rules even if a quorum is not present, and an assembly without a quorum may still take certain, very limited actions, such as adjourning the meeting to a later date and time. So an organization could announce that the meeting is still technically being held, but tell members not to come (for their safety, to comply with executive orders, etc.). Then a single member could show up and adjourn the meeting to a later date and time (or simply adjourn the meeting, period). Of course, for states with more restrictive measures in place, this becomes more difficult. One idea, as I have already noted, is to change the location for the meeting to a particular member's home, so it is then guaranteed that at least one member will be able to attend. Failing that, I suppose the meeting will not be able to be held, and the organization will technically be in violation of its bylaws, but I expect the world will keep moving. If the only concern is technically holding the meeting in order to comply with the requirement to have the meeting, I wouldn't really worry about it. If there was crucial business to attend to, we can discuss options. As for the question of "illegal meetings," RONR does not directly address this question. RONR does provide that applicable procedural rules in federal, state, or local law take precedence over an organization's rules. So as an academic matter, the question arises whether these orders (which have the force of law) are (in part) procedural in nature. If so, they take precedence over an organization's rules. Even if they are not procedural in nature, however, following the law is generally a good idea anyway, particularly when health and safety is at risk. In short, while I encourage organizations to try to work within their own rules and the rules of RONR to the greatest extent feasible, this takes a back seat to maintaining the health and safety of the members of the organization and the public at large. We very rarely tell people that it is sometimes OK to break the rules, but this might be a time where we should tell people that. If it's not safe to hold the meeting, don't hold the meeting.

If this is all the bylaws say, I believe the current officers would continue serving until their successors are elected, although it is a bit difficult to say since the language does not match that used in RONR. The bylaws provide that "Those elected will take office immediately upon the conclusion of the election." If the election is delayed, I think that would extend the term. If this is correct, I agree that the term limit provision does not apply. The rule provides that officers may not serve more than two consecutive terms, and if the officers can continue to serve until their successors are elected, this is not a new term - their current term is extended. Disregard this. Oh, I have a feeling that this might be all the bylaws say on this matter. Some organizations never explicitly define the term of office, and simply define when the elections are held, thereby implying the length of the term of office. Disregard this.

Where does it specify that the election must be held at the meeting in May? I don't see it in the citations provided. Assuming the bylaws require this, I recommend one of the following options, in the order listed: If possible and able to comply with applicable executive orders and maintain the safety of your members, still hold the May meeting, but encourage members not to attend. Have a single member show up to the meeting. If possible, change the location of the meeting to that member's home to make it easier for the member. Even in the absence of a quorum, certain actions may be taken. One of these is to set an adjourned meeting. Have the member adopt a motion to set an adjourned meeting. Due to the uncertainty of the current situation, I recommend a wording which grants the board (if it can meet electronically), or the President, or someone, the ability to call the meeting rather than setting a specific date and time. This is fully in compliance with your rules and RONR. The required meeting is still technically held, and the adjourned meeting is a continuation of that meeting. If no one is able to attend the May meeting, simply complete the elections at the next meeting of the society. This is not fully in compliance with your bylaws or RONR, but it may be the best you can do in the circumstances. I would note that, in any event, the nominations aren't an issue. The assembly is free to reopen nominations by majority vote immediately prior to the election if it chooses, or if it prefers to keep them at separate meetings, it could reopen nominations and then postpone the election to the next meeting. It's also possible to hold an election without nominations and just have write-in votes. I imagine the follow-up question is what happens with your current officers until the election is completed, but in order to answer that I need to know the exact wording your bylaws use to define the term of office.

In the current times, I first hope that the member is okay. With that said, see FAQ #20 in regard to rules for removing a board member.

I concur with my colleague as a parliamentary matter, however, there are a few caveats I would add that may warrant further investigation or discussion with the national organization before taking this answer at face value: It is possible that, although the national organization has nothing in its bylaws explicitly on this matter, that the organization has rules in its bylaws authorizing the board to suspend certain rules, or provides that rules of the national organization other than the bylaws take precedence over the bylaws of subordinate organizations. It is possible that applicable state law or an applicable executive order provides that organizations are authorized to meet electronically, either generally or in these unusual circumstances. If such laws permit the bylaws to prohibit electronic meetings, adoption of RONR in the bylaws is sufficient for such a prohibition so far as RONR is concerned, but whether this is correct as a matter of law is beyond the scope of this forum. Failing either of the above, I would advise that if the subordinate organizations (or the national organization, for that matter), choose to conduct business in this manner, then these are actions of the individuals, not of the organization, unless and until they are ratified at a properly called meeting, in person, with a quorum present. To that end, I would advise the following: Conduct only business which is absolutely necessary and time-sensitive. Strive for agreement from the greatest number of members possible, to increase the chances that these actions will later be ratified. When the organization is able to properly meet again, adopt motions ratifying any business conducted by individuals by electronic means. It may also be prudent for the subordinate organization, the national organization, or both to consult an attorney for legal advice on these matters.

It depends on the manner in which the meeting was "postponed." If the original meeting was (or will be) held, and a motion was (or will be) adopted at the meeting to schedule an adjourned meeting, then no notice of the adjourned meeting is required. Notice is often still desirable, but it could be given with less than the 14 days of required notice. This may be done even if a quorum is not present - even a single person would be sufficient. If the meeting was "postponed" in any other manner, then the 14 days of notice required in the bylaws is required, and this requirement may not be suspended.

It depends. Please answer the following questions. Quote any relevant provisions from your bylaws exactly. What, if anything, do your bylaws say about method(s) of absentee voting and/or electronic meetings? When is the next meeting of the society? Is it possible to call a special meeting of the society? What do your bylaws say regarding the term of office for officers? What, if anything, do your bylaws say regarding filling vacancies? Do your bylaws include a clause to the effect of "the board shall have full power and authority to act for the society between meetings of the membership?" Only if your bylaws authorize voting by these methods.

It would be 50. You need at least the number required for quorum. 50 meets the mark, while 49 falls just short. I would note that certain actions may be taken in the absence of a quorum, if it comes to that. One of these is to set an adjourned meeting for a later date and time.

As I understand the facts from your original post, the bylaws require members to pay certain assessments. The bylaws also provide that assessments may be (in whole or in part) offset by ticket sales. The bylaws do not provide any mechanism to waive the assessments. So I guess I would agree that they are separate, although they also seem to be related in some way. So the ticket sales could potentially be refunded, but there's no way around charging the assessment.

I think a final answer to this question will involve a thorough review of the organization's rules. Based on the facts provided, however, I see no reason why the organization could not refund the tickets, although if it does so, it would appear that members would then need to pay the full cost of the assessment. I do think a vote on this matter would be advisable. It could be kept quite simple - "I move to direct the Treasurer to refund all tickets in connection with the Spring fundraiser." In the alternative, since members will still need to pay the required assessments, perhaps it could be "I move to direct the Treasurer to refund all tickets in connection with the Spring fundraiser that are in excess of a member's required assessment," as it seems a bit silly to refund all tickets and then ask members to pay the money back in the form of an assessment anyway.

It is ultimately up to the organization to interpret its own bylaws. With that said, the rule you have cited does not appear to require a motion and second in order to have electronic polling.

Okay, but how do you elect board members? Does the board elect its own members?

If the Articles of Incorporation say that the Articles of Incorporation can only be amended by the membership, then they can only be amended by the membership. The fact that there is an outdated reference in the articles to applicable law does not change that. I am still a bit puzzled, however, as to how the organization has been operating without a quorum of the general membership for the past 11 years. You say that the corporation is "run by the board of directors who have the power to change the Bylaws and any board policies on their own, however, the Articles of Incorporation requires amending by the general membership." Is amending the Articles of Incorporation the only power reserved to the general membership? In most organizations, the board is elected by the general membership. Are the rules on that subject different for your organization?

I don't think RONR says anything on this subject one way or the other. RONR prescribes that certain information be recorded in the first paragraph and that certain information be recorded in the last paragraph. For the rest, it says that there is a separate paragraph for each subject matter. Nothing is said regarding the order of these paragraphs, except that they certainly cannot be the first or last paragraph (as those spots are already taken). I agree that chronological order is certainly the most common method, by far. I don't think I've ever seen an assembly record them in a different order. I agree, however, that this is not strictly required - but this is due to silence on the subject, not because RONR clearly states that it is so.

Yes. RONR has rules for dealing with offenses during a meeting, which the chair appears to have followed to the letter.