Josh Martin

A vacancy occurs when the office is vacant (that is, there is no one in the office). In certain circumstances, there may be an incomplete election and a vacancy. This might occur if, for instance, the bylaws provide that officers serve only for a fixed term. In such cases, the person appointed to fill the vacancy would serve only until the election can be completed. In this organization, because the bylaws provide that officers serve until their successors are elected, an incomplete election, in and of itself, would not cause a vacancy, since the current officers would continue serving. These officers might eventually resign, however, which would create a vacancy.

Yes, that is correct. Written reports are filed along with the minutes, but the report is not included in the minutes themselves unless so ordered by the assembly, which is generally done only if the report is of great importance. See pgs. 470-471. Furthermore, I would note that the circumstances under which a report is to be given orally are quite limited. See pgs. 525-527.

All of the answers below are based upon Robert’s Rules of Order. Certain organizations (especially public bodies and HOAs) are subject to applicable laws concerning what may or may not be done in executive session (often called “open meeting laws” or “sunshine laws”), and such laws would take precedence over RONR. Questions regarding such laws are beyond the scope of this forum and should be directed to an attorney. Your organization might also have its own rules on this subject. RONR uses the term “executive session.” Motions may be made in executive session. Yes, although I would note that the minutes must be made available to all members of the assembly, whether or not they were present. The minutes do not need to be made available to persons who are not members of the assembly. RONR has no such requirement, but it is possible that applicable law or your organization’s rules require this.

It is correct that it is too late to revote or for a motion to reconsider. There is no time limit, however, on a motion to Rescind or to Amend Something Previously Adopted (unless the motion has been fully carried out, but that doesn’t appear to be the case here - rather, these seem to be resolutions expressing the board’s positions on various issues, which have continuing force and effect and could be changed in the future). The motion to Rescind or Amend Something Previously Adopted requires a 2/3 vote, a vote of a majority of the entire membership (of the board, in this case), or a majority vote with previous notice. Given the rather overwhelming vote in the affirmative the first time, it appears the chair will need to convince quite a few people to change their minds for this motion to be successful. Nonetheless, the motion is in order.

Addressed in a new thread.

RONR does not require that attendance be recorded in the minutes at all (except the fact that the regular presiding officer and secretary were present, or if they were not, the names of the persons who served in their place), so late arrivals would certainly not be recorded. If your organization’s rules require that attendance be recorded in the minutes, your organization will have to interpret how those rules apply in this situation.

I’m not even certain it should include the total “ayes” and “nays,” as if it was a counted vote, since the count was taken simply due to the limitations of the technology and not due to a counted vote being ordered. I certainly agree that the vote of each member should not be recorded.

RONR also explicitly states that “Motions to obtain a quorum are similar to a Call of the House, which can be ordered in assemblies having the power to compel attendance (see below).” (RONR, 11th ed., pg. 348) So it does not seem at all unreasonable to suggest that the rules for the call of the house are also applicable to a motion to obtain a quorum, except for those rules which are clearly related to the assembly’s “power to compel attendance.” Certainly an assembly without such powers cannot arrest absent members and drag them to the meeting, but it seems perfectly reasonable that other rules not dependent on this power would be the same for both motions. An assembly may find greater attendance desirable, or even necessary, for certain items of business. Perhaps adoption of a motion requires a majority of the entire membership, and they are only a few members short. Perhaps a particularly controversial motion is pending and the assembly wishes to ensure that as many members as possible have an opportunity to express their opinions on it. Of course, I don’t know that this matters too much, since “measures to obtain a quorum” in a voluntary society generally involves something like texting members and asking them to please come to the meeting, and members can generally do this whether or not a motion has been adopted on the subject.

Why are we certain that this is what happened?

I am somewhat puzzled as to how this situation arose to begin with. If both rules were consistently followed, it would seem that this situation should not arise. I feel like we are missing some potentially relevant facts. Were the bylaws amended recently? Were these officers appointed to fill vacancies? Were the bylaws not followed in a previous year? When did the current officers’ terms begin? To attempt to resolve this matter, it would be necessary to see exactly what the bylaws say regarding when elections are held and regarding the two year term limit. I haven’t seen the exact wording of the rules in question yet, but both rules seem pretty specific to me.

The member would move to include the piece of correspondence in the minutes. Yes.

Yes, I think so (although it is ultimately up to the association’s membership to interpret its own bylaws). “Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35).” (RONR, 11th ed., pg. 483) Although the portion of the bylaws you have quoted certainly appears to grant the board a wide range of authority, I don’t see anything which suggests the board has exclusive authority in this matter. You don’t. As noted above, I don’t believe the motion is out of order. Even if it was, however, nothing in RONR suggests that a board may reject a proper request for a special meeting on the grounds that the motion the meeting is called for is believed to be out of order. If the chairman believes the motion to be out of order, he would make that ruling at the meeting when the motion is made, and this ruling is subject to appeal.

It is not in order to simply make a motion “to apply a principle of interpretation to resolve an ambiguity in the bylaws.” If a question of procedure arises during a meeting, a member may raise a Point of Order, which the chair would rule on. If a member disagrees with the chair’s ruling, he would move to Appeal from the decision of the chair. If seconded, this places the question before the assembly. After debate, the chair puts the question as “Shall the decision of the chair be sustained?” A majority vote in the negative is required to overturn the chair’s ruling. If the question of procedure involves an ambiguity in the bylaws, both the chair and the assembly may find the Principles of Interpretation useful in resolving the ambiguity. It may be helpful if you could provide more details about the specific situation.

A Chairman Pro Tem is a person who is appointed or elected on a temporary basis when the regular presiding officer is not currently presiding, which doesn’t seem to match what you are describing. RONR has no special term for a person who is “sort of the chairman or overseer of the committee but only for guidance and no real participation.” I can think of two main methods to accomplish this, depending on how strongly you want to enforce the “no real participation” part: Appoint the person as chairman of the committee, but not as a member of the committee. He would then have no rights to speak in debate, make motions, etc., and would serve solely in his capacity as chairman. Appoint the person as chairman and as member, but instruct the committee that, with respect to the role of the chairman, the committee is not to use the rules for committees and small boards. In this situation, the chair would retain the rights of membership, but would generally refrain from exercising them. In either case, this person would be called the “Chairman.”

How to allow both of them a “fair hearing” is at the committee’s discretion. In the event both survive committee, the solution under RONR would be for the recommendations to be considered in a logical order, such that each can be considered. Generally, this means that the most inclusive amendment is considered last. In this case, it would seem to me that the proposal which increases the exemption should be considered first, and the proposal that proposes to repeal the tax altogether would be considered second. If the exemption is increased, the tax can still be repealed. The other way around doesn’t really work - if the tax has been repealed, it doesn’t make any sense to increase the exemption. See RONR, 11th ed., pgs. 593-594. Since this is a state legislature, however, I would note that most state legislatures do not use RONR as their parliamentary authority, and even those few that do generally also have extensive special rules of order of their own, so the answer above may not be correct for your assembly. State legislatures also frequently employ a parliamentarian (often with assistants) to advise the legislature on these matters, so perhaps you could ask them.

This also seems to be evidence which undercuts the board’s claim that the membership made this decision.

Strictly speaking, members only have a right to view the minutes at a time and place convenient for the Secretary, and do not technically have a right to copies of the minutes. (With that said, due to modern technology, many societies do indeed fulfill this requirement by simply sending copies of the minutes upon request, or by making them available to members for download on a website, as these tend to be more convenient both for the Secretary and for the members.) I would note that suggesting that the board would deliberately falsify (or conceal) the minutes is a very serious charge. As such, you absolutely should not repeat such suspicions during the meeting. If you indeed believe this is a concern, see Section 63 of RONR (or your bylaws) for formal disciplinary procedures. What is described pretty much exactly matches the minutes approval process in RONR. The minutes are read (and the reading may be omitted if they have been distributed in advance and no member demands that they be read), the chair asks if there are any corrections, and after the corrections (if any) are handled, the minutes are approved. So I think this could potentially be used as a piece of evidence for your argument that the membership has not, in fact, authorized the board to approve the minutes. I would still read the minutes to make sure, if possible. Depending on the manner in which the minutes are stored, providing copies of years’ worth of minutes may or may not be burdensome and may or not involve any cost. To the extent that it is burdensome and that costs are involved, I agree that the board could deny the request, or grant it but require that the member pay the expenses involved.

Did this occur during a meeting? If so, it is a valid resignation. Also, what (if anything) do your bylaws say about appointing committee members?

If it is determined that the board has not been authorized to approve the minutes, and if the membership backs you up, then yes, I think this would be appropriate. No, the first thing is to determine whether the membership did, in fact, adopt a rule authorizing the board to approve minutes of membership meetings. If they did, then the procedure to use will be completely different. If the membership did not, in fact, adopt such a motion, then... I don’t think this is how this would go, based on the facts you have provided. “A Call for the Orders of the Day is a privileged motion by which a member can require the assembly to conform to its agenda, program, or order of business, or to take up a general or special order that is due to come up at the time (14, 41), unless two thirds of those voting wish to do otherwise.” (RONR, 11th ed., pg. 219) The board’s claim is that the membership adopted a rule authorizing the board to approve the minutes of meetings of the membership. If that is true, then the approval of the minutes is no longer part of the order of business for membership meetings. Presumably, the board believes this to be true, and the chair would therefore rule that the Call for the Orders of the Day is not in order. You could then Appeal from that ruling, and if your Appeal is successful, you would then vote on the Call for the Orders of the Day. If the board for some reason admits they were making it up when they said the membership adopted such a rule, and they’ve been skipping the approval of the minutes for no reason, then I suppose you would go straight to a vote on the call for the orders of the day. This is why doing the research first is important, so in debate on the Appeal, you can say that you have reviewed the minutes and found no record of the alleged motion. As I noted above, you might need to get through an Appeal first (on the question of whether the board is authorized to approve the minutes of meetings of the membership). An Appeal is debatable (but not amendable), and the question is “Shall the decision of the chair be sustained?” A majority vote in the negative is required to overturn the chair’s ruling. If the membership agrees with you that the board has not been authorized to approve the minutes, then you’d move on to the vote on the Call for the Orders of the Day. The chair would ask if the assembly shall proceed to the orders of the day. A 2/3 vote in the negative would be required to proceed with the pending business instead. If the assembly sides with you on the Appeal, but then sets aside the orders of the day, the minutes of the previous meeting (and the other meetings) still need to be approved, the assembly just doesn’t feel like dealing with it currently.

Yes, I agree that this would be a very bad idea. Thankfully, it is not necessary. If the minutes are distributed in advance, it just skips the reading of the minutes aloud (since members are presumed to have read them on their own time). It doesn’t skip the entire process. So if you determine that the membership has not authorized the board to approve the minutes, you would raise a Point of Order that the minutes must be approved by the membership, followed by an Appeal if necessary (and it seems it will be). A majority will be required to overturn the chair’s ruling. If, after Appeal, it is determined that the minutes must be approved by the membership, you can then offer corrections to the minutes. Corrections are generally handled by unanimous consent, but a majority vote is required if there is disagreement. After any corrections are handled, the minutes are declared approved. At some point, I suppose the membership will also need to approve the several years’ worth of minutes that have not been approved. Well, it looks like you have some reading to do.

Well, for starters, I would review the minutes to determine whether a copy of the minutes in fact contains a motion to authorize the board to approve the minutes. If they do not, that settles the matter. If they do, then I suppose you can argue over whether the minutes have been falsified, but that seems difficult to prove at this juncture and is likely more trouble than it’s worth. What the membership giveth, the membership can taketh away. So if the assembly authorized the board in the past to approve minutes of the membership’s meetings, that motion can be rescinded. This requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. In the alternative, if the members have not authorized the board to approve minutes, you’ll still need the membership on your side to force the board to present the minutes for approval and, if necessary, start removing board members.

If it is not intended to be adopted, then it would be appropriate to list the items under New Business, although in such a case the order that the items are listed on the agenda has no bearing on the order in which the items will be considered.

If it is intended to adopt the agenda, they should be listed under General Orders.

Yes, I agree that, generally speaking, a timely Point of Order would be required.

I think it is difficult to answer this question because I am uncertain exactly what is meant by “if the bylaws require a nomination.” I think it would be necessary to review the exact wording of the bylaws to determine if this means that a valid nomination is a requirement for office, and, if so, whether the fact that a nomination was made by a person who was not eligible to make a nomination would be a continuing breach in regard to the subsequent election of that person.