Josh Martin

The rule could provide that this action could be done without a quorum, or that the appointment could be made by a single person (such as the President), rather than by a vote of the board.

If the organization is already working on amending its bylaws, it would seem that the simpler solution would be to lower the quorum requirement rather than coming up with creative workarounds. Or elect board members who show up to meetings. As to whether this “board member for a day” bylaw amendment would be legal, that would be a question for an attorney. The organization’s bylaws take precedence over RONR, so nothing in RONR will stop an organization from adopting whatever strange rules it wants. It may well be, however, that the proposed amendment would conflict with applicable law.

RONR has no guidance on this matter and does not require that such a letter be sent at all. The resignation must be accepted by the body authorized to fill the resulting vacancy, at a meeting, but nothing further is necessary.

Well, for starters, the board member was incorrect that the minutes must always be read. When minutes have been distributed in advance, they need not be read, unless demanded by a member. A member still has the right to make such a demand because it is the right of every member that any paper placed before the assembly for action be read at least once. When the minutes have not been distributed in advance, then they must be read so people know what’s in them. “A draft of the minutes of the preceding meeting can be sent to all members in advance, usually with the notice. In such a case, it is presumed that the members have used this opportunity to review them, and they are not read unless this is requested by any member. Correction of them and approval, however, is handled in the usual way. It must be understood in such a case that the formal copy placed in the minute book contains all corrections that were made and that none of the many copies circulated to members and marked by them is authoritative (see also p. 355).” (RONR, 11th ed., pg. 474) It is not entirely clear to me whether passing out the minutes at the meeting itself is sufficiently far in advance to satisfy this rule. I suppose the members will be the ultimate judge of whether they have had sufficient time to review the minutes.

Okay, that makes more sense. In the future, the assembly should be aware that in the chair’s absence, the vice chair can and should take over, even if the chair fails to formally announce this. In the alternative, the assembly could choose to actually take a recess, in which event the time consumed by the recess would not count toward the time for the debate (provided that it was set for a certain length of time., such as ten minutes, rather than ending at a certain time, such as 5 PM). It should also be noted, of course, that discussion of a motion to enact a group of resolutions may be divided by the demand of a single member, unless all of the resolutions are on the same subject Assuming the assembly does not have its own rules on this subject, this would require a motion to Limit Debate, which requires a 2/3 vote for adoption. I would also note that unless this limit is combined with a shorter limit on the length of individual speeches than what RONR permits (or if the assembly already has such a limit), a member could have run out the clock simply by talking for five minutes.

“The chair needs to step away momentarily. The Vice Chair will preside in the chair’s absence.” Or some less formal version thereof, depending on the assembly’s customs. No. I feel like we are missing some relevant facts. What is described (the chair momentarily stepping out in order to go to the bathroom) is a completely routine and mundane occurrence, so I do not understand why this, in and of itself, would lead to any situation which would be described with words starting with “cluster.”

In addition to my colleagues’ comments clarifying that the number of votes taken in processing a resolution will vary depending on how many amendment(s) and other secondary motions are made, I would also encourage the assembly to bear in mind that RONR advises that a preamble should be used sparingly. There appears to be a presumption in the original question that a preamble is a necessary or common part of a resolution, which is not the case. “It is usually inadvisable to attempt to include reasons for a motion's adoption within the motion itself. To do so may encumber the motion and may weigh against its adoption—since some members who approve of the action it proposes may dislike voting for it if it states reasons with which they disagree. When special circumstances make it desirable to include a brief statement of background, the motion should be cast in the form of a resolution, with the background or reasons incorporated in a preamble that is placed before the resolving clauses. A preamble consists of one or more clauses beginning "Whereas, ...." It should be emphasized that neither rule nor custom requires a resolution to have a preamble, and one should not be used merely for the sake of form. In general, the use of a preamble should be limited to cases where it provides little-known information without which the point or the merits of a resolution are likely to be poorly understood, where unusual importance is attached to making certain reasons for an action a matter of record, or the like.” (RONR, 11th ed., pgs. 106-107, emphasis in original)

RONR notes the following regarding closing the polls: “Motions relating to opening and closing the polls are applicable only with respect to ballot votes. It is usually better to leave it to the chair to close the polls. When the vote is taken by ballot, as soon as the chair thinks that all have voted who wish to, he inquires if all have voted. If there is no response, he declares the polls closed, and the tellers proceed to count the vote.” (RONR, 11th ed., pg. 286) It seems to me that if the tellers have begun to count the vote, the polls are closed, notwithstanding the lack of a formal announcement to this effect. Only the assembly (not the tellers) may reopen the polls. (And even if the polls are reopened, they are reopened for all members of the assembly who have not yet voted, not just for members of the tellers’ committee.) Therefore, it seems to me that a Point of Order can and should be raised that the two votes cast by the tellers are invalid, followed by an Appeal if necessary. If it is ultimately determined that these two votes are invalid, no candidate would have a majority and a second round of voting would be necessary. Importantly, however, this decision can only be made at a meeting of the assembly. Whoever informed the candidate that the election was invalid and must be redone jumped the gun a bit, as no such decision has yet been made. In the future, I suppose the chair should formally declare the polls closed, and the tellers from this election should not be appointed as tellers again. As I understand the facts, the tellers’ committee took it upon themselves to reopen the polls, for themselves only, after already counting the votes. Although there was no formal announcement of closing the polls, it seems to me that it is understood that the polls are closed after counting has begun (let alone after it is completed). Any votes case after the polls are votes cast by persons who, at that time, are not eligible to vote. Since there were enough such votes to affect the result, there is a continuing breach.

Just to be clear, no one can be forced to resign. Resignation is a voluntary act. You certainly could remove this officer if he refuses to resign, but this would not be a resignation. Removal may or may not be a simple procedure, depending on the wording in your bylaws regarding removal (or if they are silent regarding removal, the wording for the term of office). See FAQ #20. Do your bylaws provide for this procedure? I think a careful review of the exact wording of the bylaws concerning the President, President-Elect, and Vice President will be necessary to determine what course(s) of action are appropriate. The Immediate Past President, by definition, is the person who was President immediately prior to the current President. So if your current President continues to serve, so would your current Immediate Past President. Neither the President nor anyone else can choose some other Past President.

Yes, this is what RONR says, but we are told that the bylaws provide “that officers shall be elected by ballot, unless there is only one candidate for each office, in which case they may be elected viva voce.” This does not seem to allow for the chair to simply declare the unopposed candidate elected.

Assuming that it remains the case that all other officers are unopposed, then yes. RONR provides that elections are conducted in the order the offices are listed in the bylaws (unless, I suppose, the assembly orders otherwise). Generally, this would mean that the order would be President, Vice President, and then Secretary. So I suppose that in this situation, the assembly would need to find a new member willing to serve as Secretary.

I think we need more facts concerning exactly what happened to say for sure whether the motion is now an order of the day for the next regular meeting. Even if it is not, however, the member is free to make the motion during New Business, unless the motion requires previous notice or your society has adopted its own rules prohibiting the consideration of items which are not on the agenda.

I don’t quite understand what is happening here. As I understand the facts (and I am not certain that my understanding is correct), a resolution was adopted which includes a “whereas” clause (which was probably the first mistake), and that resolution contains an inaccurate reference to a section of the bylaws. There does not seem to be any need to change the headings in the bylaws themselves. Rather, the resolution should be amended so that the reference to the bylaws is correct (or better yet, just remove the whereas clause entirely). If this resolution was adopted by the board, the board may amend it. If the resolution was adopted by the membership, only the membership may amend it. I don’t understand why there is such consternation over a technical error in a whereas clause, however, so I feel like I am missing something.

RONR has no guidance on this matter. If it is becoming an issue, the board could adopt a rule on the subject one way or the other.

That is what RONR says, but I think the circumstances of this case are such that it is ambiguous whether it constitutes “a direct personal or pecuniary interest not common to other members of the organization.” It seems to me the member determined that it did not, and I am inclined to defer to her judgment in this matter. I agree, however, that it would be prudent to see if there is anything in applicable law on this subject.

What was the exact wording of the motion at the meeting? That is what the minutes should read.

Yes, such an amendment is in order. It may be desirable, however, to further clarify the wording, since “other changes” is quite broad.

Most likely not. Generally, the power to amend the bylaws is reserved for the membership. What do your bylaws say regarding their amendment?

I think it depends on several factors, such as whether the rule is for board meetings, meetings of the membership, or is not for meetings at all, what authority has been granted to the board by the membership or by the organization’s rules, and whether the rule in question conflicts with an existing rule adopted by the membership.

I don’t see any need for anyone to declare the election null and void because the result of the election has not yet been declared. Rather, what should happen is that the chairman, at the regular meeting where the results are announced, would announce that no eligible candidate received a majority of the votes cast for the office in question and, as a result, the election is incomplete for that office and therefore another round of voting must be held. I don’t know. In the ordinary case, the election takes place at a meeting, and the assembly itself is in charge of the elections, so the assembly could immediately proceed to another round of voting, perhaps after first reopening nominations. Since your organization has its own rules on these subjects, it will be up to the organization to interpret those rules.

No, the suspension does not carry over.

If the organization used the disciplinary procedures in RONR, I think the answer to this question is certainly “no.” If the organization used customized disciplinary procedures in its bylaws, then I suppose it is ultimately a question of bylaws interpretation, but I am generally inclined to think the answer is still “no.”

There is nothing wrong with these practices in principle, provided the Secretary is agreeable. The Secretary takes the minutes, but it is ultimately up to the assembly to ensure their accuracy. Corrections to the minutes are in order when they are pending for approval. Sometimes, the Secretary solicits corrections in advance of their approval, and incorporates those corrections the Secretary believes to be correct into the draft minutes. This can save time at the meeting. I am more concerned with the fact that there is “heavy editing” of the minutes. A need for heavy editing generally suggests there is something very wrong with the minutes. The most likely culprit is that there is too much in the minutes. Could you give some examples of these edits?

I expect that the task force in question is anticipated to take longer than the current board members are serving, and the concern is that future board members may wish to disband the task force, or to replace its members. If it is desired to prevent this, getting the membership to form the task force may be the best option, since then only the membership may disband the task force (or replace its members). If the board wishes to be even more certain, amending the bylaws to add the task force (and prohibiting replacing its members) would mean that only a bylaw amendment would be sufficient to disband it or replace its members.

I agree that if applicable law requires a certain voting threshold, that is a different matter. The exception pertaining to violations of law is much broader, and it is certainly correct that procedural rules in applicable law take precedence over RONR. ”c) any action has been taken in violation of applicable procedural rules prescribed by federal, state, or local law” (RONR, 11th ed., pg. 251, emphasis added)