Josh Martin

The minutes could be amended to remove the material that doesn’t belong there - that is, pretty much anything other than actions taken by the board. It seems some of the material in question is actions by the board, however, and not much can be done about that

It would be helpful if more information could be provided regarding what is meant by this. It is correct that, if the ballots in question are not of sufficient number to affect the result, then the election result could not be overturned on this basis.

If a member of the society is present, that person can recreate all the information that would be in the minutes (and more), so the question of if (and when) the minutes can be inspected is not really material. I don’t know that I concur that permission to inspect prohibits the taking of notes, but as noted above, the member could recreate the same information (and more) from his own observations, so I am not sure it really matters. As I understand the facts, it appears that the board is displeased with the law on this subject, and wishes to adopt rules to ensure that the board’s members comply only with the bare minimum required by the law. The board is free to do this if it wishes, although it should be noted that the membership may also adopt rules on this matter, and those rules would take precedence.

Oh, that is interesting. Well, one hopes that the results were shared at least with the chairman, although if this was not the case, I quite agree that it was extremely improper for the chairman to declare the result of the election when even the chairman himself was not aware of the count.

I would like some additional clarity on how the President fits into all this. Do the bylaws provide that the President is a member of the Board of Trustees? If so, is he included (or not) in the 16 total members and in the 8 members who were present? Finally, what exactly do the bylaws say in regards to the President’s right to vote? Also, what exactly do the bylaws say regarding quorum? The part regarding the “breach of fiduciary duty” is a question for an attorney. Setting aside the possibility of taking this to court, it seems to me that the board will need to learn how to compromise, or these matters will need to be reported to the general membership to resolve. I am puzzled about this. I am unclear why, if the bylaws provide that “until successor officers are elected, the present EC continues,” the “outgoing president will be past president only.” What exactly do the bylaws say on this matter? I would suggest that this is an extremely risky and unwise course of action in the present circumstances. I think the unclear position of the President on the board makes it somewhat ambiguous whether a quorum was present. If in fact a quorum was not present, however, I agree that the action taken was improper.

I appreciate this clarification, and upon review of the full thread on this subject, I agree. So I suppose my new response is “No if the bylaws require a ballot vote for the election. Otherwise, yes, but it is a very bad idea.” We are told that in this instance, the President (who presumably is also the chairman of the assembly) and the chairman of tellers are the same person, so it seems that the chairman of the assembly did have the information needed to declare the result. I still agree that it is highly problematic not to announce the full results for many other reasons, as Dr. Stackpole has noted.

Yes, but it is a very bad idea.

Yes, certainly the pending resolution will be discussed in executive session. There is nothing in RONR, however, preventing the assembly from considering additional motions in the executive session after the pending resolution is disposed of.

RONR places no limitations on a board’s ability to enter executive session. So far as RONR is concerned, a board is free to enter executive session (with or without a stated topic) at any time it wishes, to establish that a portion of each meeting shall be held in executive session (as the chair suggests), or even to hold all board meetings, in their entirety, in executive session. An organization may adopt its own rules on this matter if it wishes. Certain organizations (particularly public bodies and HOAs) may also be subject to applicable laws on this subject, often referred to as “open meeting” or “sunshine” laws. The purpose of executive session is not only to control who may attend, but also to impose confidentiality on the proceedings. So there may be reasons to enter executive session, even if there is already no one present but members of the board.

RONR does not prohibit the discussion of board meetings, except for meetings held in executive session (and it appears that the meetings in question were not held in executive session). The rest of this involves the board’s own rules and state law. It is up to the board to interpret the former and questions regarding the latter should be directed to an attorney. The board could also adopt additional rules to clarify these matters. Finally, if the board does conclude that the member’s behavior is in violation of the board’s rules or applicable law, or is otherwise not in the best interest of the society, and the board wishes to take action against the member, see your own bylaws regarding discipline and removal or see FAQ #20 if your rules are silent.

Thank you. Reading these rules in their full context is helpful. Based on these additional facts, I agree that these rules, taken together, certainly prohibit write-in votes, and effectively prohibit reopening nominations, at least at the time of the annual meeting. This certainly raises the stakes, since it means that, if the assembly determines that a candidate who has voluntarily withdrawn from the ballot cannot be placed back on the ballot, this means that the assembly will not be able to elect that candidate. I would first note that since this question is based almost entirely on the organization’s own rules, it is ultimately up to the organization to decide the answer to it. Additionally, in the long run, it would be prudent to amend the bylaws to clarify the rules on this matter, so that there is no ambiguity. My own view of it is that a member who has been properly nominated and subsequently requested to be removed from the ballot should be permitted to be placed back on the ballot, provided that the member notifies the Secretary of this no later than seven days prior to the election. It seems to me that the purpose of this rule is to grant the Secretary sufficient time to prepare the ballots, and possibly also to inform members of the final list of candidates prior to the meeting (although it is not clear whether this is done). In my view, if a member was properly nominated at the November meeting, it makes no difference whether he is requesting to be removed from the ballot or to be placed back on it, so long as sufficient notice is provided. In either case, the purpose of the rule is satisfied.

I don’t think I have enough information to give an informed opinion. At a minimum, I am inclined to think I would need to see the exact wording of the rules regarding making nominations and write-in votes I certainly do not agree with this “too bad, so sad” attitude or that it was “unethical” for the member to make the request, but I reserve judgment at this time as to whether the request should have been granted under the organization’s rules. I would also note that, even if the correct interpretation of the rule is that the person may not be placed “back on” the ballot simply by requesting to do so, this does not necessarily mean that nominations cannot be reopened to allow for members to nominate this person again, or that write-in votes cast for this person are not valid. Yes, you keep saying this, but what is the exact wording of the rule you are basing this position on? RONR does allow write-in votes. Therefore, your bylaws do not need to affirmatively allow for these votes in order for them to be permitted. On the contrary, such votes are allowed unless the bylaws provide otherwise. Similarly, nominations may be reopened unless your rules provide otherwise. “Strictly speaking, nominations are not necessary when an election is by ballot or roll call, since each member is free to vote for any eligible person, whether he has been nominated or not. In most societies, however, it is impractical to proceed to an election without first making nominations. While members are always free to "write in," on a ballot, the name of an eligible person who has not been nominated, or to vote for an eligible non-nominee during a roll-call vote, under normal conditions it is likely that most members will confine their choice to the nominees.” (RONR, 11th ed., pgs. 430-431) ”Votes can be cast for any person who is eligible for election, even if he has not been nominated.” (RONR, 11th ed., pg. 439) ”When for any reason it is desired to reopen nominations, this can be done by a majority vote.” (RONR, 11th ed., pg. 289) I agree that absentee votes are not permitted, but I am not sure what that has to do with the present situation. Are these procedures merely customary, or are they specified in the organization’s bylaws? If the latter, what is the exact wording of these rules? In particular, is there anything which, explicitly or implicitly, states that nominations may not be reopened at a later time, or that votes for persons who have not been nominated (write-in votes) are not permitted?

If a report has just been presented for information only, the chair simply announces that the report is placed on file and moves on. No motion is necessary or appropriate. To “accept” the report creates the impression that the report has been adopted, and to “receive” a report means to hear it, which has already been done. “A common error is to move that a report "be received" after it has been read apparently on the supposition that such a motion is necessary in order for the report to be taken under consideration or to be recorded as having been made. In fact, this motion is meaningless, since the report has already been received. Even before a report has been read, a motion to receive it is unnecessary if the time for its reception is established by the order of business, or if no member objects (see also below). Another error—less common, but dangerous—is to move, after the report has been read (or even before the reading), that it "be accepted," when the actual intent is that of the mistaken motion to receive, as just explained, or of a legitimate motion to receive made before the report is read. If a motion "to accept" made under any of these circumstances is adopted and is given its proper interpretation, it implies that the assembly has endorsed the complete report.” (RONR, 11th ed., pg. 507) “Even if a report contains only an account of work done or a statement of fact or opinion for the assembly's information, it should be in writing. Apart from filing such a report, however, no action on it is necessary and usually none should be taken.” (RONR, 11th ed., pg. 525) If the report does contain recommendations and it is desired to adopt them, one or more motions are made (usually by the reporting member) to implement those recommendations. The report itself should be adopted only if it is intended to endorse the report in its entirety. This might be done if, for instance, the report is to be published in the society’s name.

What rule is this statement based on? I think this is one reasonable interpretation. I could also see reasonable arguments that: -Because nothing in the rule prohibits members from being placed “back on” the ballot, that they may do so at any time. -That members may be placed “back on” the ballot if they notify the Secretary of this no later than seven days prior to the election, which would make the rule symmetrical with the rule about being removed from the ballot. As previously noted, RONR has no answer to this question, so it will ultimately be up to the society to interpret the rule. Seeing the text of the rule regarding closing nominations may be helpful in interpreting this rule.

Yes, I think it is clear that the organization’s current rules on this subject are ambiguous and should be amended.

No. See Official Interpretation 2006-18. ”In elections, "for" and "against" spaces or boxes should not be used. They are applicable only with respect to votes on motions. In an election, a voter can vote against one candidate only by voting for another who has been nominated or by writing in the name of another candidate.” (RONR, 11th ed., pg. 414) It is counted as an abstention. Additionally, it should be noted that illegal votes are not discarded. (The official interpretation does note that if members have been led to believe that such votes are permitted, then they must be credited, but members should be informed that such ballots are not proper, and that will resolve the issue.) I don’t know if that’s correct, since your bylaws also say that “Abstention ballots shall not be counted in calculating this majority,” but I suppose it is ultimately up to your organization to interpret its own bylaws. It should be noted, however, that even if abstentions have the effect of preventing an election, all this is really accomplishing is to waste the assembly’s time. Electing no one is not an option. If no candidate is elected on the first ballot, another round of voting is held, and so on, until the election is completed. As a consequence, if members wish to prevent the election of the candidate(s) listed on the ballot, ultimately the only way to do so is to elect other candidates. If they have not yet found suitable candidates, then the members should move to postpone the election.

RONR has no rule which says a person can’t be placed back on the ballot, however, it also has no rule regarding removing people from the ballot in the first place, so it seems to me that whether a person who has been properly removed from the ballot under the rule in the bylaws may be placed back on the ballot (and if so, under what circumstances) is a question of interpreting the organization’s own rules.

Such tedium of expression may be avoided by simply making a motion to Suspend the Rules, and then you can rearrange the order of business however your heart desires. If no member would object to the combined main motion to postpone all of these items (which is what is required), then you’ll also have the 2/3 vote needed to suspend the rules. Conversely, if you don’t have enough support for a 2/3 vote, then presumably one or more members will object to the combined motion to postpone, and therefore individual motions to postpone each item of business as it becomes pending will be necessary.

It sounds to me like the Vice President is the Immediate Past President, since he was President immediately prior to the current President.

Another option would be to amend the bylaws.

A motion of censure could be raised, in certain instances, through the means of Raising a Question of Privilege, which is a privileged motion. The motion to censure itself, however, remains a main motion. I concur with my colleagues that additional details would be helpful.

I think it is exclusive, as I previously explained in this thread. As I said then, however, it is ultimately up to the organization to interpret its own bylaws.

I have never worked with an organization that had this problem. It seems to me, however, that such methods will necessarily discourage new members from joining the organization - after all, that is literally what the rule is designed to do. So I think the question is not how to somehow prevent “packing” while not discouraging new members, but how to best balance the organization’s goals of preventing “packing” with its goal of recruitment. Several ideas occur to me: Some organizations require new members to be approved, often by the assembly, the board, or a membership committee. The approvers could attempt to ascertain whether the applicants are truly interested in long-term membership in the society. Additionally, this could provide flexibility. If there is an upcoming endorsement, perhaps the approvers could take their time with reviewing applications, drawing it out until the endorsement passes. In other situations, where there is less risk of “packing,” the approvers could review applications more quickly. If the principal concern is endorsements, the bylaws could provide that members may not vote on endorsements (and perhaps also bylaw amendments, to prevent a “packing” strategy to remove this rule) until they have been a member for a certain period of time, but may vote on other business. The bylaws could provide that members may only join during certain time periods (ideally, times which would be natural times for recruitment, but are not shortly before endorsement meetings).

Seems pretty clear to me.

“Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661).” (RONR, 11th ed., pg. 92) “The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include: • action improperly taken at a regular or properly called meeting at which no quorum was present; • action taken at a special meeting with regard to business not mentioned in the call of that meeting; • action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority; • action taken by a local unit that requires approval of the state or national organization; or • action taken by a state or national society subject to approval by its constituent units.” (RONR, 11th ed., pgs. 124-125)