Josh Martin

As you suggest, it might be possible for some members to withdraw their resignations, and they could then accept the other resignations, fill those vacancies, resign again, and the board then fills those vacancies. Alternately, I would think that the general membership could elect new council members in such circumstances. Yes, if the resignations have not yet been accepted. Otherwise, no. So did the board accept all of the resignations on their way out the door?

For starters, please quote exactly what your bylaws say regarding the board's quorum.

Yes. Note that motions to ratify have the same requirements as the action they are seeking to ratify. For instance, if amending your bylaws requires notice, the motion to ratify will as well. I would note that "technically be illegitimate" is underselling it a bit. Such actions are illegitimate, and are actions of individuals rather than of the organization unless and until they are ratified, and the individuals are responsible for them should the organization refuse to ratify them. I understand that these are unusual circumstances and such actions may be warranted, but it is important to be clear about the nature and potential consequences of these actions. No.

I don't think RONR provides any guidance on this subject. The group in question does not seem to be in the nature of a deliberative assembly, so the rules in RONR do not apply.

Ultimately, only your organization may interpret its own bylaws. The wording appears quite broad, however, stating that any provision of the bylaws (except those in a certain section) may be suspended. Therefore, assuming there are no other relevant rules on this matter, it would seem that the bylaws could be suspended for the purpose of relaxing the monthly meeting requirement or the requirement that members must be physically present, assuming that neither of these provisions are found within the one section which may not be suspended. Yes.

Thank you. Based on these additional facts, I first concur with Mr. Novosielski and Mr. Elsman that write-in votes are permitted. Nothing in your rules appears to prohibit write-in votes. So the software should be modified to permit write-in votes, if it does not already do so. If a candidate is elected, the candidate may decide at that time whether to accept election. If no one is elected (or if the person who is elected declines), you'll need to vote again, and again, and so on until a candidate is elected and accepts. Since your bylaws (unwisely) do not include an "until their successors are elected" clause, if no one is elected prior to July 1, then those offices will remain vacant until the elections can be completed.

Do your bylaws authorize voting in this manner?

At this point, the location could not be changed unless some provision in your rules allows for it. The parking lot suggestion seems reasonable - it would seem to me that this is still part of the facility. After the meeting is convened, a motion could be adopted to adjourn the meeting to another date, time, and location, if desired (or it may simply be adjourned). This may be done even in the absence of a quorum.

The minority may request the permission of the convention to present the reports, and if this permission is granted, the reports may be presented. In any event, the individual members of the committee are free to make their own motions as individuals, subject to any limitations in the convention’s rules.

While the date is apparently locked in, there might be more flexibility on location. So perhaps the meeting could be called to be held at a particular member's home (where that member will presumably already be), no one else shows up, and that member adjourns the meeting to a future time, date, and place.

Since we are told that the bylaws call for a meeting on the third Wednesday of every month, and provide nothing regarding cancellation, the only way for the assembly to cancel a meeting would be to amend the bylaws. If meetings were scheduled by resolution, then this would be an option.

No, unless the board is granted such authority by the bylaws. The membership itself could decide to postpone the elections and nominations at the time of the meeting. Alternately, in the event that a quorum is not present at the meeting, the meeting will be unable to conduct any business except for a few procedural actions (such as to reschedule the meeting), in which event the elections shall wait until that time. Phone conferences are not permitted unless authorized by the bylaws. Your bylaws appear to grant wide latitude to the board in scheduling its meetings ("at a date and time to be determined by the board"), however, they must be held at least once a month. I would note that even a meeting without a quorum is sufficient to satisfy a requirement in the bylaws that a meeting be held, and certain procedural motions may be adopted even in the absence of a quorum. So a small number of board members could attend and adjourn the meeting to a later date and time (or simply adjourn the meeting). Canceling the meetings may or may not be an option. We would need to know how the meetings are scheduled. If the meetings are scheduled in the bylaws, for instance, and no provision is made for canceling or rescheduling the meetings, they cannot be canceled or rescheduled in advance. If the bylaws have other provisions for scheduling meetings, there may be options for canceling or rescheduling meetings. If it is not possible to cancel or reschedule the meetings in advance, a small number of members could attend and adjourn the meeting to a later date and time (or simply adjourn the meeting). MORE INFO FOR EVERYONE It may also be prudent for organizations to seek legal counsel, as applicable law may provide other options for organizations in these situations. Additionally, I encourage everyone to put the health and safety of their members first and foremost. If any of you have follow-up questions, I would encourage each of you to repost your questions as a new topic. While they may be related, they each involve a unique organization with its own set of rules and facts, and it will be easier for everyone to keep things straight if each organization has its own topic.

I would be happy to assist in developing this. I defer to the moderators on whether this should be made into a sticky.

There is no such thing as an “acting President” unless your rules do provide. You’re either President or you’re not. There is a Chairman Pro Tempore, which is someone presiding in the absence of the President and Vice President, but that isn’t relevant outside of a meeting. Up to you. RONR has no guidance on this topic.

To the extent that these orders have the force of law and are, at least in part, an applicable procedural rule, they take precedence over any rules of the organization with which they are in conflict. Of course, it is likely advisable to follow them in any event. There are often strategies available to comply with both. The strategy above should still work effectively for now. Even a single person can show up and set an adjourned meeting.

The rules concerning quorum and being physically present may not be suspended. A rule permitting electronic meetings for directors does not apply to meetings of the membership. As for moving the meeting... What could be done is to still technically hold the convention in May, but to inform members that this convention is being held for the sole purpose of rescheduling the convention to a later date, and that (due to health concerns) they are encouraged not to attend this convention, and to instead attend the rescheduled convention. A small number of persons (likely persons who live close to the meeting location) would then attend the convention in May and adopt a motion to adjourn the convention to a future date and time. While these details could certainly be discussed in advance, the actual decision would be made at this meeting. Motions of this nature may be adopted even in the absence of a quorum. Hopefully members will cooperate with this guidance. It may also be prudent to seek counsel from legal and/or medical experts.

Yes.

Yes.

Yes, but the member would have to wait until the meeting started in order to do so.

The meeting begins when the chair convenes it, which he is required to do at the scheduled time or promptly thereafter. If the chair fails to do so, someone else can (and should). A meeting is ultimately convened even if a quorum is not present, although it is permissible to wait for a bit in such cases. What the chair should have done was to ignore the objection and call the meeting to order anyway. It is correct that votes cannot be taken before a meeting is convened, but Points of Order can’t be raised before the meeting is convened either. After the meeting was convened, the member could have them raised his Point of Order, followed by an Appeal if necessary.

Thank you. Based on these facts, the plan to have the Executive Committee extend the deadlines in question appears sound. While the rules in question do not appear to provide any mechanism for extension, the relevant deadlines are in the bylaws and the bylaws may be amended by the Executive Committee. So the Executive Committee could amend the bylaws to grant themselves the ability to extend these deadlines for a particular convention, and then extend them for this convention. I would not advise, however, that this information be included in the resolution adopted at the convention. The reason for this is that it seems very possible (even likely) that a quorum will not be present at the convention, and the business which may be conducted at a meeting without a quorum is extremely limited. Setting an adjourned meeting is one of the actions which may be taken at an inquorate meeting. Adopting instructions or recommendations to the Executive Committee regarding amending the bylaws is not. So I would recommend that the resolution that is recommended to be adopted by the convention read as follows: “That the 2020 State Convention of [org] now adjourn to meet at the call of the Convention Committee.” The Executive Committee can still certainly communicate to members that is its intention to extend these deadlines, but the resolution adopted at the convention should be limited solely to adjourning the convention to meet at the call of the Convention Committee. Other than this detail, the plan you have described appears sound.

Please clarify what your bylaws say regarding these matters. (Knowing what your bylaws say regarding their amendment may also be helpful.)

No rule in RONR requires them to do so, although the parliamentarian should certainly exercise their best judgment on how their actions could affect their appearance of impartiality.

As a parliamentary matter, same as above. As previously noted, an adjourned meeting may be set even in the absence of a quorum. If it is just the number of people that is the issue, that could solve the matter. If even meeting in the meeting place at all is an issue, perhaps the meeting could be held in someone’s home and that person could set the adjourned meeting (although this may be more difficult if the call has already been sent). A particular organization’s rules may also provide other options. It might also be prudent to seek the counsel of legal and/or medical experts on these matters.

Based on what has been provided so far, there does not appear to be any option to postpone the convention in advance. The Constitution provides that the convention shall be held in the month of April and does not appear to provide for any exceptions (and in addition, the call has already been sent). What could be done, however, is to still technically hold the convention in April, but to inform members that this convention is being held for the sole purpose of rescheduling the convention to a later date, and that (due to health concerns) they are encouraged not to attend this convention, and to instead attend the rescheduled convention. A small number of persons (likely persons who live close to the meeting location) would then attend the convention in April and adopt a motion to adjourn the convention to a future date and time. While these details could certainly be discussed in advance, the actual decision would be made at this meeting. Motions of this nature may be adopted even in the absence of a quorum. Hopefully members will cooperate with this guidance. In addition to these concerns, meeting remotely is not permissible unless authorized by your constitution or bylaws.