Josh Martin

This provision is extremely helpful in interpreting the board’s authority in this regard. It seems to me that since the Constitution does not “expressly forbid” the general membership to act in this regard, the membership may indeed approve expenditures the board has not, and may rescind expenditures which have been approved (assuming, of course, the expenditure has not already occurred, since a motion cannot be rescinded if action has been taken which is impossible to undo). Indeed, based on this provision, I may have to rethink my earlier response as well. A special rule of order is adopted by a 2/3 vote with notice or by a vote of a majority of the entire membership.

I agree. Such procedures are at the committee’s discretion. The procedure you propose is certainly one option. The latter. Indeed, the final adoption of the report is the part that really matters. How the committee goes about drafting the report, or components of it, is at the committee’s discretion.

Thank you. This is very helpful. In my view, the endorsing meetings are in the nature of special meetings. RONR is quite clear that meetings may only be called through the procedures specified in the bylaws. So if the board refuses to call a meeting, the membership’s only recourse would be to remove board members and replace them with persons willing to call a meeting (if the membership can meet in time to do so). In the long run, it may be prudent to amend the bylaws to provide other methods of calling endorsing meetings. I was thinking of, for example, if “X” was adopting special rules of order.

What exactly do the bylaws say concerning the senators’ term of office?

It is generally advisable for rules to be written as clearly as possible. So if it is desired to grant a board exclusive authority over a matter, I advise explicitly stating this in terms such as “exclusive authority” or “sole authority.” Whether particular language in the bylaws grants the board exclusive authority is, however, a judgment call. RONR has some Principles of Interpretation on pgs. 588-591 which may be of assistance. I think that one particularly important principle in this regard is POI #4, in particular, the second sentence. “If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited.” (RONR, 11th ed., pgs. 589-590) Suppose, for instance, that the bylaws contain a statement granting the board very broad authority over the society’s business, and then also contain a statement authorizing the board to take certain, specific actions (which are arguably already encompassed under the broad authority). Since it is assumed that nothing is in the bylaws without a reason, there must be some reason to include the specific actions. It may well be that the reason is to give the board exclusive authority over those items of business. Without knowing what “X” is, or knowing what else the bylaws say regarding the board’s authority, I don’t think I have sufficient information to attempt to answer this question. Assuming that the board does not have exclusive authority in this area, and that the instructions do not conflict with any actions previously taken by the board or by the society, a majority vote is sufficient. If the instructions do conflict with action previously taken by the board or by the society, then this would be a motion to Rescind or to Amend Something Previously Adopted, and would therefore require a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. (Depending on what “X” is, there may also be other reasons why more than a majority vote would be required.) I think this depends on a variety of circumstances including, but not limited to, the exact wording of the rule in question (and other relevant rules), the exact wording of the motion, the nature of the situation, and what “X” is.

I don’t think it has anything to do with it. The (assumed) motions to elect are already divided, and members are free to vote on each question as they see fit. They are just placed on the same ballot. The rule is certainly in the nature of a rule of order, and I believe the rule could be suspended to permit all the positions to be included on one ballot.

No. We don’t have sufficient information to answer this question. Please provide more information regarding the motion and the conflict with the bylaws.

Yes. Actually, with a consolidation, both organizations end their existence and a new organization is established. If it is desired for only one organization to end its existence, that is a “merger.” This would not be a consolidation or a merger as RONR defines these terms, as there would still be two organizations, but one is an “auxiliary” of the other. i don’t know that I fully understand what the goal is, however, so perhaps this would accomplish the organization’s goals. If either of the two organizations is incorporated (which is likely), yes. If neither organization is incorporated, see RONR, 11th ed., pgs. 562-563.

If it is in fact the case that the bylaws currently prohibit such nominations, I agree, but I do not think we have enough facts yet to reach that conclusion.

An abstention, by definition, is to refrain from voting. A member who marks “abstention” on a ballot has abstained, and therefore has not voted. This practice is unnecessary since members may already abstain by submitting a blank ballot, or by not submitting a ballot.

What exactly do your rules on this subject provide? Well, we know that the rules require 10 days of notice for the report of the nominating committee. I don’t know that this necessarily means that ten days of notice are required for all nominations, or that write-in votes are prohibited.

The membership could adopt a motion ordering these bodies to meet at whatever frequency the membership desires.

A member who voted on the prevailing side may move to Reconsider, but there are time limits on this motion which have likely already passed. It can only be made on the same day, or on the next day if it is a multiple day convention. At this point, if the motion was defeated, he can make the motion anew at the next meeting (with modified wording, if desired). If it was adopted, he can move to rescind or amend it, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. One hopes the motion does not use any verbiage. That word means “speech or writing that uses too many words or excessively technical expressions.” A new motion may or may not use different wording than the original.

Yes, this is correct.

A.) Yes. B.) I presume this is a roll call taken by some rule or custom of the assembly. I think this is indeed related to the conduct of the meeting. C.) No, I don’t think so. No, I don’t think the adoption of an agenda solely for these items is necessary or proper.

This is not a correct interpretation.

If he was only suspended for a year, there is no reason he could not return after the year is over and be elected to the board (if he can get the votes), assuming nothing in your rules provides otherwise.

For adopting a special rule of order, it is always the case that either previous notice and a 2/3 vote, or a vote of a majority of the entire membership is sufficient. If an amendment was adopted which exceeded the scope of notice, then only a vote of a majority of the entire membership would be sufficient. Based on these additional facts, my understanding of the situation is as follows: -The status quo is that only board members may speak in debate at board meetings. -The originally proposed rule would permit all cardholders (which includes both members and privileged cardholders) to speak in debate at board meetings. -The proposed amendment would make it so that members, but not privileged cardholders, may speak at board meetings. Because the proposed amendment (board members and members) is in between the original proposed rule (board members, members, and privileged cardholders) and the status quo (board members only), it is within the scope of notice, since it is a lesser change than what was originally proposed.

Barring some rule in your organization’s governing documents to the contrary, it seems to me that members should be considered to have joined at the time that they actually joined. I would note, however, that the rules in RONR only care about whether someone is currently a member and grants all rights of membership immediately, so it doesn’t weigh in on this subject directly. If your organization has a rule which requires persons to be a member for a certain period of time in order to gain voting rights, it will ultimately be up to your society to interpret that rule.

If a motion does in fact require scope of notice (with no alternatives permitted), then an amendment which exceeds the scope of notice is out of order. So if an amendment to strike “cardholders” and insert “members” is outside the scope of notice, the amendment should be ruled out of order. As to the question of whether the proposed amendment exceeds the scope of notice, I have some clarifying questions. What is the relationship between the rights of cardholders and those of members? Do members have all the rights of cardholders, plus some additional rights? Or are there some rights which cardholders have, but members do not (and vice versa)? In the former case, it seems to me the amendment is within scope. In the latter case, it is not.

I remain skeptical that it is really “obvious,” from handwriting analysis alone (especially by persons who are presumably not handwriting experts), that the ballot was submitted by a person other than the person whose signature is on the ballot. I concede, however, that this is certainly more plausible for a signed ballot (as opposed to a secret ballot), since in this case the handwriting on the ballot need only be compared to the handwriting of one person. If it is indeed a signed ballot, however, any such concerns can be easily rectified by contacting the person whose signature appears on the ballot and confirming whether that person did, in fact, cast the ballot in question. In the event it is in fact determined that a member of the society is attempting to cast multiple signed ballots by forging the signatures of other members (which seems especially foolish in a signed ballot, since such fraud would be much easier to detect), then this is very serious and the society should review Ch. XX of RONR for disciplinary procedures.

During meetings of the general membership, any member of the society is free to make or second a motion. The board should be approving its own minutes, and the general membership should be approving its own minutes. I would note, however, that no motion to approve the minutes is necessary, and therefore no one needs to move or second it. After the minutes are read, the chair asks if there any corrections. Such corrections are generally handled by unanimous consent, but a motion and vote would be the correct course of action if there is disagreement. After the corrections (if any) are handled, the chair declares the minutes approved.

The trustee is correct that RONR permits a member to change his vote (the reasons why the member wishes to change his vote are immaterial), but after the result has been announced, this may be done only with unanimous consent (and even then, only before any debate or business has intervened). So it seems that it was too late. “CHANGING ONE'S VOTE. A member has a right to change his vote up to the time the result is announced; after that, he can make the change only by the unanimous consent of the assembly requested and granted, without debate, immediately following the chair's announcement of the result of the vote (see below). TIME LIMITS ON EFFORTS TO CHALLENGE, RETAKE, OR CHANGE A VOTE. After the result of a vote has been announced, members can still propose or demand certain actions that may change the result. A member may raise a point of order regarding the conduct of the vote, demand a division of the assembly, move to retake the vote under another method, move for a recapitulation of a roll-call vote, or request unanimous consent to change his vote. With the exception of a point of order raised against a breach of a continuing nature (p. 251, ll. 3–23), if any of these actions is to apply to a vote after the result has been announced, it must be taken immediately after the chair's announcement, before any debate or business has intervened.” (RONR, 11th ed., pgs. 408-409) My advice would be for the trustee to simply make the motion again at the next opportunity, and vote correctly that time.

If it is indeed known that the ballot was cast by a person who is not eligible to vote, or was cast by someone voting twice, or the like (which I assume is what is meant by “wrong persons”), that ballot would not be credited toward any candidate and would not be counted in the total of ballots cast. I am extremely skeptical, however, that this can be determined merely through handwriting analysis. Perhaps the tellers are experts on the handwriting of every member of the society. Or as Mr. Geiger suggests, this could be a signed ballot. They are, and if this is indeed a signed ballot, that would make the original post marginally more believable.

I think there is some confusion here about what exactly this rule requires. There is a document in RONR called the “call” of a meeting. A call must be sent for special meetings, and must also be sent for regular meetings if the date and time of regular meetings is set by resolution (rather than by rule), and of course would also be necessary if required by the organization’s rules. The call includes the date, time, and location of the meeting. In the case of a special meeting, the call must also include the item(s) of business to be considered at the meeting. There is no doubt that if a call is sent with insufficient notice, the meeting is invalid. We are told, however, that the rule in question merely requires an agenda to be sent, and that this agenda is apparently for information only, since the agenda may be modified at the meeting. It seems to me that such an agenda provides no protection at all to absentees, and as a result, failure to send such an agenda in a timely manner would not affect the validity of the meeting.