Josh Martin

I think some additional facts are necessary to answer this question. The exact text of the rules in question would be helpful.

I would suggest to the President that he send out a new call of the special meeting (if there is still time to do so) including the specific items of business to be considered. Failing that, the assembly could simply conduct its business at the regular meeting on Nov. 25th.

The next step would be to bring it to the attention of the general membership, which can instruct the board in this matter.

RONR has no rules for alternates on committees. The organization should adopt its own rules on this matter, and those rules can provide whatever the organization wishes, For what it is worth, under RONR’s rules for alternates in a convention, the answer would be “no” to the first question and “the latter” for the second.

Please clarify this statement. Do the organization’s rules provide for “acting” board members? No. RONR has no procedures to cancel a meeting. If this is a regular meeting, and regular meetings are generally held in the same location, this is sufficient information for a notice. If it is a regular meeting and the meeting location varies, then it is missing the location. If it is a special meeting, it is missing the items of business to be considered. No. I see no reason why the nominations could not occur if this is a regular meeting, unless the organization has its own rules on this subject that I am not aware of. If it is a special meeting, it does not seem the notice provides sufficient information.

It doesn’t say anything about that because committees generally do not keep minutes, since the reports serve as the committee’s records. In the event the committee does keep minutes, I agree that the Secretary would keep them. Since this is a special committee, when the committee has completed its business, there is no longer a committee secretary to pass the minutes on to.

In the ordinary case, if no vote is taken, and there is also no request for unanimous consent, then the motion is not adopted. It is not clear, however, how this applies in this instance. We are told that this assembly has a rule which requires three readings for an amendment to the bylaws. It is not clear from the facts provided whether a vote is required for each of these readings or if a vote is only required for the final adoption of the motion. RONR has no answer to this question since it does not require three readings. So ultimately, this question will need to be answered through carefully reviewing the rules in your bylaws on this matter.

I suppose this is the most reasonable conclusion in this case. ”In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, the established custom should be adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise.” (RONR, 11th ed., pg. 19) Since the organization apparently has no written rules whatsoever, the custom cannot possibly conflict with a written rule of the organization. There also does not seem to be a contrary provision (or any provision) in the parliamentary authority (if we conclude that the rules governing who is a member of a mass meeting or temporary society are inapplicable), and in any event, since the parliamentary authority is also adopted only by custom, it would only be persuasive, not binding. What is less clear is what happens if the organization actually does adopt a rule on this matter. RONR assumes that such a rule is a part of the bylaws, and I think it is clear that such a rule is not in the nature of a special rule of order or standing rule. There seems to be a possibility that the organization will adopt a standalone rule governing who is a voting member of the society, and I don’t know what sort of rule that is or what the requirements for amendment are. I would still urge the society to adopt complete bylaws as soon as possible, since I expect that questions such as this one will pester the society for some time otherwise. RONR does not establish a framework for how a permanent society without bylaws is supposed to operate.

I have no disagreement that an amendment to the proposed bylaws may be offered and that a majority vote is sufficient for adoption. My understanding was that there was an attempt to adopt the proposed rule before adopting bylaws. I think “not recommended” undersells the problem quite a bit. The question is regarding the adoption of a rule regarding which members may vote. RONR assumes that for an existing group, such rules are defined in the bylaws. RONR has no answer to how such s rule is defined in a group which has been operating using only custom and the common parliamentary law, except in the context of a mass meeting or temporary society. Okay then, in an “organized society that already exists,” but which has no rules defining its existence or membership, and is not a mass meeting, how (other than by finally adopting bylaws) may such an organization adopt a rule providing which members may vote (or even who the members are)?

RONR does not really recognize the idea of an organization “that has never had written bylaws or anything else, but has existed for decades,” so I do not think it has a clear answer to this question. So far as RONR is concerned, an organization establishes its existence by adopting bylaws. To the extent that the rules governing “mass meetings” and “temporary societies” may be of assistance here, although these rules were never intended to be used for decades, the text says the following: “In any event, without adoption at a mass meeting and regardless of what rules the meeting may adopt, the provisions of the call, specifying the meeting's purpose and those invited to attend it, have a force equivalent to bylaws of an organized society; that is, they define the subject matter within which motions or resolutions are in order, and determine who have the right to participate as members (see also pp. 545, 548–49). This effect is a consequence of the sponsors' rights as explained in the first paragraph of this section.” (RONR, 11th ed., pg. 546) If I understand this correctly, I think it means that the motion in question is not in order at all. If it has been the unwritten practice “that only tenure track faculty are entitled to vote on matters at faculty meetings,” then this presumably means that the original organizers of the mass meeting (and the resulting temporary society) provided in the call that only tenure track faculty are permitted to vote. The rule in question notes that, regardless of what rules the meeting may adopt, the provisions of the call have a force equivalent to bylaws, and I do not see any provision for amending the terms of the call. In the long run, the solution is for the assembly to adopt bylaws, which will define, among other things, which persons are the voting members. A majority vote is required to adopt an initial set of bylaws.

No disagreement here. Okay. Then follow those procedures.

Yes, assuming the organization does not already have a standing bylaw committee.

There are a number of problems with the Property Manager’s claim. For starters, nothing in RONR allows for any such thing, and I have read it. Instead, what RONR provides regarding the board’s authority is as follows: ”Except in the simplest and smallest local societies, or those holding very frequent regular meetings, it is generally found advisable to provide in the bylaws for a board to be empowered to act for the society when necessary between its regular meetings, and in some cases to have complete control over certain phases of the society's business. Such a board is usually known as the executive board, or—in organizations where there is an executive committee within and subordinate to the board as described below—the board of directors, board of managers, or board of trustees. Any such body is referred to in this book as an executive board, however—regardless of whether there is an executive committee—in cases where the distinction is immaterial.” (RONR, 11th ed., pgs. 481-482) “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) Furthermore, even if RONR did say this, your bylaws would take precedence (even if your bylaws specify RONR as the organization’s parliamentary authority, which is unclear, since apparently no one has ever heard of it). ”When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization. What another manual may have to say in conflict with the adopted parliamentary authority then has no bearing on the case. In matters on which an organization's adopted parliamentary authority is silent, provisions found in other works on parliamentary law may be persuasive—that is, they may carry weight in the absence of overriding reasons for following a different course—but they are not binding on the body. Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority.” (RONR, 11th ed., pgs. 16-17) With that said, whether the bylaw provision in question (and other provisions defining the authority of the board) permit the board to take this action is up to the society to interpret. It is up to the membership to interpret the bylaws, and the proposed interpretation does not seem unreasonable. “Fraud” is a legal term, so that is a question for an attorney. I don’t think the President automatically gave up her position on the board by accepting the job. It would seem, however, that this is in violation of the bylaws. As a consequence, the President will have to rectify this matter by either (a) resigning from her office as President or (b) resigning from the job, either of which would resolve the conflict. If the President fails to resolve this on her own, the membership may have to take disciplinary action to remove the President, and possibly also other board members. Check to see if your bylaws have rules on that. Otherwise, see Ch. XX of RONR.

No.

I don’t know. Your organization should seek legal counsel.

I greatly appreciate this clarification. I still personally do not think the seats should have been voted on “one at a time.” Instead, the one seat which expired in 2021 should have been voted on individually, the seats which expired in 2020 should have been voted on together, and the two seats which expired this year should have been voted on together. I would note that I don’t really understand how these staggered terms work when the number of seats on the board is variable, but I suppose that has no bearing on the present question. Upon further review, however, I do not think that RONR actually prohibits electing multiple, identical positions on separate ballots, it is just rather strange. Additionally, it appears that on each of these ballots, members were free to vote for a person of their choice. As a result, although I may not personally agree with the method used, I do not think it violates any rule in RONR. RONR gives a society the right to discipline its own members, up to and including expulsion, for behavior “tending to injure the good name of the organization, disturb its well-being, or hamper it in its work.” There is a lengthy process to follow, discussed in Ch. XX of RONR. If your bylaws or applicable law have their own rules on this subject (which seems to be the case), those rules take precedence. No one (other that Mr. Denenberg) is saying the board must elect nine board members.

If it is a ballot vote, then in the situation described here, the positions would generally be voted on at the same time. The situation described in the paragraphs cited here involves a situation in which multiple, different positions are being elected (such as electing a President, Vice President, etc.). If multiple, identical positions are elected (such as five board members): “In an election of members of a board or committee in which votes are cast in one section of the ballot for multiple positions on the board or committee, every ballot with a vote for one or more candidates is counted as one vote cast, and a candidate must receive a majority of the total of such votes to be elected. In such a case, if more than the prescribed number receive a majority vote, the places are filled by the proper number receiving the largest number of votes. If less than the proper number receive a majority vote, those who do have a majority are elected, and all others remain as candidates for the necessary repeated balloting. Similarly, if some individuals receive a majority but are tied for the lowest position that would elect, all of them also remain as candidates on the next ballot.” (RONR, 11th ed., pg. 441) I suppose RONR is not entirely clear, however, whether it is actually prohibited to elect multiple, identical positions on separate ballots. In any event, if a ballot vote is taken for an election “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.” (RONR, 11th ed., pg. 430) I was under the impression that the “one at a time” process being used meant that members were asked to vote “yes or no” on a particular candidate, but I may have misunderstood. I would that this seems to be another reason to elect all positions on the same ballot. I’m not entirely clear on how cumulative voting would work otherwise.

I suppose if an assembly has no rule or established custom regarding a ballot vote, the assembly could use a voice vote, which does involve voting on each nominee in order in a “yes” or “no” fashion, although RONR suggests that this method is not recommended. “It will be seen that, under the procedure just described, it is necessary for members wishing to vote for a later nominee to vote against an earlier one. This fact gives an undue advantage to earlier nominees and, accordingly, a voice vote is not a generally suitable method for electing the officers of organized societies.” (RONR, 11th ed., pg. 443)

This question is beyond the scope of RONR and this forum, and I have no idea what “recorded” or “recording” means in the context of this statute. The board should seek legal counsel if it has questions regarding the meaning of the statute in question.

I would first note the following things: My post is not a legal review of anything. I am not an attorney, and this is not legal advice. It is a parliamentary review of the facts as presented. Additionally, the review does not involve the process to remove the entire board. I was not presented with sufficient facts to make such a determination. I asked for additional details, but they were not provided. Instead, it was a review of whether (assuming the removal was proper), it was proper to limit the board to five members. My response was that it was proper. (Mr. Denenberg appears to have ignored this advice.) Mr. Denenberg did quote me correctly that voting on one person at a time is not the proper method to fill vacancies, however, he ignored the fact that I said that it is too late to raise a Point of Order regarding this at this time, even though he specifically quoted that language. Finally, I should note that we are not in a position to resolve disputes of fact (as it seems may be an issue here), since we have no personal knowledge of the facts of the case. I will assume, for the sake of argument, that the facts you present are accurate, but this should not be interpreted as support for any side of a dispute in questions of fact. It will be up to the assembly to resolve such matters. With all of that out of the way, I will attempt to address the new questions and facts presented here. As I have said previously, this was entirely proper, and in my opinion, even a necessary course of action. None of the facts presented here change my response. ”Assuming that removing the board members in this manner was proper to begin with, I do not think there was anything wrong with this action. Indeed, based on the facts presented, I think it was absolutely necessary to take this action. It seems to me that this is an incidental motion arising in connection with the election. If the bylaws merely say that there are between 1 and 9 board members, then some action must be taken to determine precisely how many board members there shall be.” I maintain my position that this was improper. This is not the proper method to elect multiple identical positions, as my correct (albeit selective) quote notes. None of the facts presented here change my response. I also maintain my position, however, that it is too late to raise a Point of Order regarding this violation of the rules. In other words, it’s too late to complain about it. A Point of Order (and any subsequent Appeal) regarding this issue would need to have been raised at the time.

A rule could be adopted in the bylaws providing that the executive board has exclusive authority in this matter. In the alternative, a special rule of order, or a rule in the bylaws, could be adopted providing that this portion of the budget may not be amended, or setting a higher threshold for such amendments. Either motion is in order. The more sensible members will have to persuade their fellow members to keep in mind these “very real bottom line considerations” in debate. At the very least, the assembly could make it more difficult (even much more difficult) to suspend the rule. The rule could provide that it could be suspended only by a 3/4 vote, or even by a unanimous vote. The rule could also provide that such amendments are in order but require a higher vote threshold for adoption, which would have much the same effect. I personally see no reason why the rule could not provide that the rule cannot be suspended, period. The assembly’s rules take precedence over RONR. If an assembly wishes to adopt rules which prevent the suspension of certain rules of order, it is free to do so. The rule could still be amended through the usual process (unless the assembly adopts rules about that too).

If a member makes a request for unanimous consent in good faith, and therefore believes that all members of the assembly either support the motion or at least are not so strongly opposed to it that they will object, I would suggest that even though one member has objected, it will generally still be “clear that more than one member wishes to take up the motion,” unless the member is very misguided about the assembly’s feelings on the matter. Nonetheless, the chair could still require a second if he believes it is appropriate to do so, and a member still has the right to object to the lack of a second before debate has begun (or before any member has voted, if there is no debate). ”In handling routine motions, less attention is paid to the requirement of a second. If the chair is certain that a motion meets with wide approval but members are slow in seconding it, he can state the question without waiting for a second. However, until debate has begun in such a case—or, if there is no debate, until the chair begins to take the vote and any member has voted—a point of order (see 23) can be raised that the motion has not been seconded; and then the chair must proceed formally and ask if there is a second. Such a point of order should not be made only for the sake of form, if it is clear that more than one member wishes to take up the motion. After debate has begun or, if there is no debate, after any member has voted, the lack of a second has become immaterial and it is too late to make a point of order that the motion has not been seconded. If a motion is considered and adopted without having been seconded—even in a case where there was no reason for the chair to overlook this requirement—the absence of a second does not affect the validity of the motion's adoption.” (RONR, 11th ed., pgs. 36-37)

Yes, the chairman has a right to object. When unanimous consent is objected to, however, this does not kill the motion. Instead, the motion is then processed normally. The chairman should relinquish the chair until the pending main question is disposed of, since he has undermined his appearance of impartiality. “If any member objects, the chair must state the question on the motion, allow any desired debate (unless it is an "undebatable" parliamentary motion—see 6 and tinted pp. 42–43), and put the question in the regular manner.” (RONR, 11th ed., pg. 54)

The rule specifically and clearly states that “No one can make allusion in the assembly to what has occurred during the deliberations of the committee, however, unless it is by report of the committee or by unanimous consent.” If all that the report is stated who the nominees were (as is generally the case), the committee chairman cannot answer a question regarding the reasons behind this decision (unless there was unanimous consent), as this would violate the rule. I suppose it would be fine to give a non-answer like “We didn’t think she was the best person for the job,” since it seems to me this does not allude to the committee’s deliberations. I am also curious why the nominating committee is reporting to the board at all. Generally, the nominating committee reports directly to the membership. Actually, I think it is somewhat unclear whether the “unanimous consent” in this rule refers to the committee or to the assembly. I have asked this question previously. In other words, it is not entirely clear whether this rule is intended to protect the committee and its deliberations, or if it is intended to protect against wasting the assembly’s time.

RONR does not quite say that a member’s may be terminated for any reason, although it does provide that a member may be disciplined (up to and including expulsion) for “tending to injure the good name of the organization, disturb its well-being, or hamper it in its work,” which is quite broad and open to interpretation. RONR is more concerned with the process for removing a member and leaves the reasons at the society’s discretion. In any event, however, the bylaws take precedence over RONR, so nothing in RONR prevents the organization from adopting such a rule in its bylaws. If your question is whether the rule in question conflicts with some applicable provision in federal, state, or local law, that is a question for an attorney.